Terms of Service

These Master Terms of Service ("Master Terms") are the umbrella contract that governs every piece of work S4W L.L.C‑FZ ("S4W", "we", "us" or "our"), a company registered in Dubai, UAE (licence no. 2529741), performs for its clients. Each project will also have a Service Agreement / Statement of Work ("SOW") that sets the commercial details, deliverables and any product‑specific extras.

Hierarchy. If there is any conflict between these Master Terms and an executed SOW, the SOW wins for that project.

1 Engagement

We design, build and support bespoke Artificial‑Intelligence solutions – including, but not limited to, voice agents, chatbots, predictive models and internal tooling. The SOW will describe scope, timetable, milestones and fees.

You must provide timely access to information, people, systems and sample data so we can do our job. Delays or gaps on your side extend any timelines accordingly.

2 Fees & Payment

Currency. Prices are stated and payable in GBP unless the SOW says otherwise.

Billing. Up‑front, milestone or monthly as set out in the SOW.

Late payment. 4% p.a. above Bank of England base rate after 14 days overdue. We may suspend work after 5 days' notice if invoices stay unpaid.

3 Intellectual‑Property

Pre‑existing S4W IP (methods, code, models, frameworks) remains ours.

Deliverables created specifically for you: ownership/licence as stated in the SOW (default = you get a worldwide, perpetual licence upon full payment).

You keep ownership of all data and materials you supply ("Client Materials"). You give us a limited licence to use them solely to deliver the Services.

4 Data Protection & AI Learning

Each party obeys all laws that apply to it, incl. UAE Federal Decree‑Law 45/2021, UK GDPR, EU GDPR, DIFC regulations, etc.

We process Client Materials only to deliver, maintain and improve the solution. We may anonymise/aggregate usage data across clients to improve our models.

Product‑specific retention periods appear in the SOW. When the engagement ends we will, at your choice and expense, return or securely delete data (save where law requires retention).

5 International Data Transfers

If we move personal data from the UK/EU to the UAE or elsewhere, we will: (i) use Standard Contractual Clauses or another legal mechanism; (ii) apply proportionate technical & organisational safeguards; and (iii) transfer only what is necessary.

6 Confidentiality

Each party keeps the other's non‑public information secret and uses it only for the engagement. Exceptions: info that is (i) already public, (ii) received lawfully from a third party, or (iii) required by law to be disclosed.

7 Warranties

We warrant the Services will materially conform to the SOW description. Except as set out here, we give no other warranties and exclude all implied terms to the maximum extent allowed by law.

8 Liability & Indemnity

Cap. Except for (i) IP indemnities (Clause 8.3), (ii) data‑protection regulatory fines caused by a party's own breach, or (iii) death, personal injury or fraud, each party's total liability in any 12‑month period is limited to the fees actually paid by you to S4W in that period.

Indirect loss. Neither party is liable for indirect or consequential damages (loss of profit, data, goodwill, etc.).

IP indemnity. We will defend you against UK or EU claims that our pre‑existing tech infringes third‑party IP, provided you (a) notify us promptly; (b) let us control defence; and (c) co‑operate.

9 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control – incl. war, severe weather, internet or power outages, cyber‑attacks, and the unavailability or material degradation of third‑party AI models, APIs or data‑centre infrastructure. The affected party must give notice and mitigate.

10 Term & Termination

The SOW sets the initial term. Unless it says otherwise, either side may terminate for convenience on 30 days' written notice after any initial commit period.

Either side may terminate immediately for material breach not cured within 14 days, or insolvency.

On termination, outstanding fees become due. We'll provide 30 days' read‑only access to the project portal; after 60 days we delete data unless law says otherwise.

11 Changes to These Master Terms

We may update these Master Terms to reflect legal or technical developments. We'll give at least 30 days' notice by email. Updates do not change live SOWs unless you agree in writing.

12 Governing Law & Jurisdiction

These Master Terms and any non‑SOW dispute:

Default: English law, courts of England & Wales.

Alternative for UAE‑only projects: If both parties are UAE‑domiciled and the SOW elects this option, then UAE law and the courts of Dubai apply.

Mandatory consumer‑protection rules of your country of residence still apply if you are a consumer.

13 Contact

hello@s4w.com | Meydan Grandstand, 6F, Nad Al Sheba, Dubai, UAE