Commercial Terms & Conditions

1. Commercial Scope & Corporate Identity

These Master Commercial Terms & Conditions (“Commercial Terms”) govern all commercial purchase orders, software licensing contracts, Cloud Software-as-a-Service (SaaS) subscriptions, physical electronics and hardware supply transactions, and bespoke engineering consulting engagements entered into with BYS Technologies F.Z.E (“BYS Technologies”, “we”, “us”, or “our”), a commercial entity duly licensed and registered in the Ajman Free Zone (AFZ), Emirate of Ajman, United Arab Emirates, with corporate offices at BYS Technologies, Ajman Free Zone, Sheikh Rashid Bin Saeed Al Maktoum Street, Ajman, United Arab Emirates.

Any party purchasing, subscribing to, licensing, or receiving products or services from BYS Technologies (“Client”, “Subscriber”, “Customer”, or “Buyer”) agrees to be bound by these Commercial Terms. These terms operate alongside our Privacy Policy and Website Terms of Use, in full harmony with the statutory framework of the United Arab Emirates, specifically:

• UAE Federal Decree-Law No. (14) of 2023 on Commerce Through Modern Means of Technology;
• UAE Federal Law No. (15) of 2020 on Consumer Protection and its Executive Regulations (Cabinet Resolution No. 66 of 2023);
• UAE Federal Decree-Law No. (46) of 2021 on Electronic Transactions and Trust Services;
• UAE Federal Decree-Law No. (8) of 2017 on Value Added Tax (VAT); and
• UAE Federal Decree-Law No. (38) of 2021 on Copyrights and Neighbouring Rights.

2. B2B Engineering, AI, Cybersecurity & IT Infrastructure Services

3. Software as a Subscription (SaaS) Terms

These terms govern subscriptions to BYS Technologies cloud-hosted software and AI applications:

• 3.1 Subscription License Grant: During an active subscription term, BYS Technologies grants the Subscriber a non-exclusive, non-transferable, revocable license to access and operate the cloud platform strictly for the Subscriber’s internal business operations in accordance with the purchased user seat limits and service scope.
• 3.2 Seat Limits, Security & Fair Use: User login credentials must not be shared among multiple individuals. The Subscriber is responsible for maintaining the confidentiality of administrative credentials and enforcing secure access. Fair use parameters apply to maintain platform stability.
• 3.3 Billing Cycles & Automatic Renewal: Subscriptions are billed in advance on either a Monthly or Annual billing cycle. Subscriptions renew automatically at the end of each billing period unless cancelled prior to the renewal date via written notice to info@bystechnologies.com.
• 3.4 Service Availability & Maintenance: BYS Technologies strives to maintain high availability for production cloud services, subject to reasonable scheduled maintenance announced in advance and third-party cloud infrastructure conditions. Specific service levels or support commitments are agreed upon per client subscription or Statement of Work.

4. Standalone Software Products & End-User License Agreement (EULA)

For customers acquiring standalone, downloadable, or on-premise deployments of BYS software products:

• 4.1 License Grant (Perpetual / Fixed-Term): Software products are licensed, not sold. Subject to timely license fee payment, BYS Technologies grants the Customer a non-exclusive, non-transferable commercial license to install and execute the compiled object code on customer-controlled private servers, VMs, or private cloud VPCs, strictly within the purchased seat or node capacity.
• 4.2 Strict Restrictions Against Reverse Engineering: Customers shall NOT, and shall not permit third parties to: decompile, disassemble, reverse-engineer, attempt to derive source code, bypass cryptographic license key validation, remove proprietary notices, sublicense, lease, or distribute standalone software binaries without written authorization.
• 4.3 Air-Gapped Operation & Data Control: When operated in on-premise mode, the software executes entirely within the customer’s network infrastructure with zero external telemetry transmission, ensuring complete internal data retention.
• 4.4 Updates & Annual Maintenance: Perpetual licenses include twelve (12) months of critical bug fixes and security updates from the date of license issuance. Ongoing major version upgrades and technical support require an optional Annual Maintenance & Support (AMS) agreement.

5. Electronics, Hardware & E-Commerce Trading Terms

BYS Technologies supplies commercial electronic components, assembled circuit modules, IoT controllers, and IT equipment from the Ajman Free Zone:

• 5.1 Specifications & Stock Availability: Hardware specifications are stated on formal quotation sheets. All commercial hardware orders are subject to stock availability and component supply chain lead times. While we strive to maintain real-time inventory precision, orders may be canceled with a full refund if a component is discontinued by the manufacturer.
• 5.2 Trade & Export Control Compliance: Customers procuring electronic components or communication systems warrant that items will not be diverted or re-exported in violation of United Arab Emirates export regulations, UN sanctions, or applicable international dual-use export control laws.

6. Pricing, Taxes (UAE VAT), Invoicing & Payment Terms

• 6.1 Settlement Currencies: Commercial prices are quoted in United Arab Emirates Dirhams (AED) or US Dollars (USD) as indicated on the official invoice or checkout portal.
• 6.2 UAE Value Added Tax (5% VAT): In accordance with UAE Federal Decree-Law No. (8) of 2017, prices are quoted exclusive of Value Added Tax unless expressly stated otherwise. A standard 5% UAE VAT charge is itemized on domestic commercial supplies. Zero-rated export provisions apply to qualifying cross-border deliveries outside the UAE.
• 6.3 Digital Tax Invoices: Pursuant to UAE Federal Decree-Law No. (14) of 2023, BYS Technologies issues an itemized electronic digital tax invoice for every completed commercial transaction, downloadable in standard PDF format.
• 6.4 Payment Terms & Suspension: Invoices are payable upon receipt or per the agreed credit term (e.g., Net 15/30 for enterprise accounts). In the event of overdue balances exceeding ten (10) business days following written notice, BYS Technologies reserves the right to suspend cloud SaaS access, pause active engineering sprints, or withhold scheduled hardware dispatches until outstanding balances are cleared.

7. Shipping, Delivery & Digital Fulfillment Policy

8. Refunds, Returns & Cancellation Policy

In strict compliance with UAE Federal Law No. (15) of 2020 on Consumer Protection (Article 10) and Cabinet Resolution No. (66) of 2023, our refund and return provisions apply as follows:

9. Limited Commercial Warranties & Remedies

• Hardware Warranty: Physical hardware manufactured by third-party suppliers carries the standard pass-through warranty provided by the original manufacturer. BYS Technologies warrants custom-engineered PCB assemblies against workmanship defects for ninety (90) calendar days from delivery.
• Custom Software SOW Warranty: Bespoke software engineered under an SOW carries a sixty (60) calendar day warranty following UAT acceptance, during which BYS Technologies will resolve any reproducible deviations from the signed functional specifications at no added charge.
• Warranty Exclusions: Warranties do not cover damage resulting from improper on-site electrical power surges, unauthorized third-party tampering or code modification, physical drops, water ingress, or use outside specified environmental parameters.

10. Limitation of Commercial Liability

11. Force Majeure, Suspension & Termination

Neither party shall be held liable for failure or delay in performing its commercial obligations (excluding monetary payment obligations) if such delay is caused by an event of Force Majeure beyond reasonable control—including global hardware supply chain disruptions, national telecommunications disruptions, catastrophic natural disasters, acts of war, regional cyber disruptions, or government regulatory moratoriums.

Either party may terminate an active commercial agreement immediately upon written notice if the other party commits a material breach of these terms that remains uncured for fifteen (15) calendar days following receipt of written notification.

12. Governing Law, Dispute Resolution & Contact

These Commercial Terms, executed purchase orders, and all related commercial agreements shall be governed by, interpreted, and enforced in accordance with the federal laws of the United Arab Emirates as applicable in the Emirate of Ajman.

In the event of any commercial disagreement or claim, the parties agree to first seek an amicable executive resolution in good faith for a period of at least thirty (30) calendar days. If an amicable resolution cannot be achieved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of the United Arab Emirates.