Provider: Emmanuel Edge AI FZE

Registration: Ajman Free Zone, UAE

Applicable Law: UAE Federal Law & DIFC Common Law

1. Scope of Service & Infrastructure

1.1 Proprietary Environment: Emmanuel Edge AI FZE (“the Provider”) grants the Customer a non-exclusive, non-transferable license to access its proprietary AI-driven lead management and automation environment (the “Service”).

1.2 Infrastructure: The Service is delivered via high-security, third-party cloud infrastructure and platform sub-processors. The Customer acknowledges that while the Provider maintains the front-end environment, the technical availability is subject to the operational status of these global infrastructure providers.

1.3 Uptime: The Provider targets 99.9% uptime. However, the Provider is not liable for service interruptions caused by upstream infrastructure failure, regional telecommunications outages, or Force Majeure events.

2. AI Accuracy & Professional Disclaimer

2.1 Operational Information Only: All automated workflows, conversational outputs, and lead processing logic (the “AI Outputs”) are provided for operational efficiency and informational purposes.

2.2 No Professional Advice: The AI Outputs do not constitute legal, financial, or professional advice. The Customer acknowledges that AI technology is probabilistic and the Provider does not warrant the absolute accuracy or "human-equivalent" judgment of automated responses.

2.3 Final Oversight: The Customer retains final responsibility for all communications sent via the Service. It is the Customer’s duty to ensure that automated messaging complies with their specific industry regulations and local marketing laws.

3. Protection of Personnel (Non-Solicitation)

3.1 Non-Solicitation: During the Term of this Agreement and for a period of twenty-four (24) months following its termination, the Customer shall not, without the prior written consent of the Provider, directly or indirectly solicit, induce, or attempt to hire any employee, consultant, or automation architect of the Provider.

3.2 Liquidated Damages: In the event of a breach of Clause 3.1, the Customer agrees to pay the Provider a fee equal to 100% of the annual salary/contract value of the solicited individual as a genuine pre-estimate of the cost of recruitment and training a replacement, without prejudice to any other legal remedies.

4. Intellectual Property & Confidentiality

4.1 IP Ownership: All rights in the "Zero-Leak" architectures, bespoke conversational workflows, custom snapshots, and the "Concierge Collective" assets remain the exclusive property of the Provider.

4.2 Marketing Consent: To preserve the refined and bespoke nature of the Service, the Provider will not use the Customer’s logos or brand names for marketing purposes without the Customer's prior express written consent.

4.3 Trade Secrets: The specific configuration, sub-processor stack, and technical architecture of the Service are considered Trade Secrets of the Provider and must not be disclosed by the Customer to any third party.

5. Financials & UAE VAT

5.1 Currency: All Fees are payable in United Arab Emirates Dirhams (AED).

5.2 VAT: In compliance with UAE Federal Decree-Law, a 5% VAT is applicable to all Fees. The Provider will issue a compliant Tax Invoice via digital e-invoicing channels as per 2026 UAE standards.

6. Limitation of Liability

6.1 Financial Cap: The Provider’s total aggregate liability for any claims arising from the Service is limited to the total Fees paid by the Customer in the three (3) months immediately preceding the claim.

6.2 Consequential Loss: The Provider shall not be liable for any indirect loss, loss of profit, or loss of lead revenue resulting from technical downtime or AI performance.

7. Dispute Resolution (DIAC & DIFC)

7.1 Governing Law: This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Ajman.

7.2 Arbitration: Any dispute shall be referred to and finally resolved by the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Dubai, and the language shall be English.

7.3 Jurisdiction: For the purposes of injunctive relief or enforcement, the parties submit to the exclusive jurisdiction of the DIFC Courts.