Governance / Legal / Enterprise Master Terms
Effective: January 1, 2026 • Version 4.0

Terms & Conditions

These Master Terms of Service define the contractual framework governing custom software development, real-time 3D configurators, spatial interfaces, bespoke artificial intelligence systems, and digital product engineering delivered by Achtrex Technology - FZCO.

Entity Registration

Achtrex Technology - FZCO

Dubai Silicon Oasis, DSOA / DIEZ

Dubai, United Arab Emirates

Article 01

Scope of Services & Master Agreement

These Master Terms and Conditions ("Terms", "Agreement") constitute a binding legal agreement entered into between Achtrex Technology - FZCO, a free zone company registered under the laws of the Dubai Silicon Oasis Authority ("Achtrex", "Company", "we", "us", or "our"), and the enterprise entity or individual ("Client", "Customer", or "you") executing an order, Statement of Work, or engaging Achtrex for digital product services.

Achtrex operates as a multidisciplinary digital experience and technology studio providing services across six primary disciplines:

  • Real-Time 3D & WebGL Product Configurators
  • Spatial Computing & Virtual Environments
  • Artificial Intelligence & Multi-Agent Workflows
  • High-Performance Web Platforms & Custom SaaS
  • Photorealistic CGI & Interactive Media Production
  • Tactile Experience Design, UX/UI & Design Systems

By engaging Achtrex, issuing purchase orders, approving project estimates, paying deposit invoices, or accessing deliverables, Client expressly accepts and agrees to be bound by all stipulations in this Agreement.

Article 02

Statements of Work & Engagement Models

Specific deliverables, milestones, delivery schedules, and commercial fees will be documented in individually executed Statements of Work ("SOW"), proposals, or digital work authorizations. In the event of any direct conflict between an SOW and these Master Terms, the SOW will prevail solely with respect to project timelines and specific commercial pricing.

Change Orders: Any request by Client to expand, modify, or pivot the scope defined in an executed SOW (including addition of interactive 3D assets, supplementary AI reasoning pipelines, unlisted API integrations, or architectural refactors) must be documented in a written Change Order reflecting adjusted timelines and incremental fees prior to commencement of out-of-scope work.

Sprint Retainers: For agile retainer engagements, studio capacity is reserved on a dedicated sprint cycle basis. Unused hours or story points within a defined calendar sprint do not roll over to subsequent billing periods unless specifically authorized in writing by Achtrex.

Article 03

Intellectual Property Rights & Dual-License Model

Achtrex recognizes the paramount value of proprietary technology and commercial trade secrets. Our intellectual property governance follows a clear, dual-license model:

Client Deliverables & Bespoke Codebase

Upon full payment of all invoiced fees associated with the applicable SOW, Achtrex transfers and assigns to Client all worldwide copyright, title, and ownership in the custom frontend layouts, bespoke application code, database schemas, and tailored UI components authored exclusively for Client under that SOW.

Achtrex Background IP & Proprietary Engine Tooling

Achtrex retains sole and exclusive ownership of all pre-existing software, core WebGL shaders, Three.js render loops, procedural geometry generators, AI routing engines, proprietary utility libraries, algorithms, and architectural frameworks developed by Achtrex prior to or independently of the project ("Background IP").

Achtrex grants Client an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use, execute, display, and distribute any Background IP embedded within the final deliverables solely as necessary for the operational deployment and maintenance of the delivered system.

Client Materials & Pre-Existing Trademarks

Client retains all right, title, and ownership in all logos, branding assets, proprietary industrial CAD data, product specifications, images, and corporate content supplied to Achtrex ("Client Materials"). Client grants Achtrex a limited, non-transferable license to use Client Materials strictly to execute the services.

Article 04

Real-Time 3D, WebGL/WebGPU & Spatial Computing Terms

For real-time 3D configurators, spatial interfaces, WebGL/WebGPU applications, and digital twin environments, the following technical protocols apply:

  • PBR Material Pipeline: Achtrex authors physically based rendering (PBR) metallic/roughness material models calibrated against standard ACEScg / linear color spaces. Color rendering may subtly vary depending on user display hardware calibration, HDR profile, and GPU hardware.
  • Target Hardware & Latency Budgets: Performance targets (e.g. 60 FPS under sub-16ms frame budgets) are specified for benchmarked desktop and mobile GPU architectures defined in the SOW. Achtrex cannot guarantee target frame rates on legacy hardware lacking WebGL 2.0 or hardware-accelerated rasterization.
  • CAD Optimization & Polygon Budgets: Conversion of high-density NURBS / STEP CAD data into real-time polygonal meshes involves decimation and retopology to adhere to agreed web memory footprints (typically under 35 MB compressed glTF/DRACO).
Article 05

Artificial Intelligence Systems, Agent Architectures & Data Isolation

Where engagements incorporate machine intelligence, Retrieval-Augmented Generation (RAG), autonomous multi-agent systems, or custom fine-tuning, the following warranties apply:

Strict Data Isolation Guarantee

Achtrex guarantees that Client proprietary data, private knowledge bases, and ingested embeddings will never be used to train, align, or reinforce general public multi-tenant foundation models. All inference pipelines utilize zero-retention enterprise API endpoints or dedicated VPC deployments.

Probabilistic Output Nature: Client acknowledges that generative AI models operate on probabilistic reasoning architectures. While Achtrex implements guardrails, deterministic function calling, evaluation benchmarks, and grounding protocols, Achtrex cannot warrant that generative LLM outputs will be free of occasional variance or hallucinations in open-ended customer-facing queries.

Article 06

Client Responsibilities & Asset Provisioning

Timely delivery of high-velocity engineering projects requires cooperative collaboration. Client agrees to:

  • Designate a primary Product Owner with decision-making authority for milestone sign-offs.
  • Supply required brand guidelines, raw CAD geometries, high-resolution textures, third-party API keys, and staging credentials within five (5) business days of agreed schedule milestones.
  • Review deliverable milestones and provide consolidated feedback within five (5) business days of milestone presentation. Failure to deliver feedback within ten (10) business days will trigger automatic deemed milestone acceptance to preserve engineering sprint velocity.
Article 07

Commercial Fees, Invoicing Milestones & UAE VAT

All commercial fees are denominated in United Arab Emirates Dirhams (AED), United States Dollars (USD), or Euros (EUR) as designated on the applicable SOW.

  • Payment Milestones: Unless otherwise specified, project engagements require an initial non-refundable project initiation deposit (typically 40% to 50%) prior to sprint mobilization, with subsequent milestone payments billed upon completion of key project phases.
  • Payment Terms: Invoices are payable net-14 days from date of issuance via wire transfer or authorized corporate credit instrument.
  • Value Added Tax (VAT): In accordance with UAE Federal Decree-Law No. (8) of 2017 on Value Added Tax, all services provided to clients inside the United Arab Emirates are subject to standard 5% UAE VAT, itemized separately on Tax Invoices. International cross-border supplies may qualify for zero-rating subject to UAE FTA statutory criteria.
  • Late Balances: Overdue accounts incur late interest at the rate of 1.5% per month (or the maximum statutory legal limit), and Achtrex reserves the right to suspend development sprints or staging access if invoices remain delinquent past 21 days.
Article 08

Acceptance Testing & 30-Day Defect Warranty

User Acceptance Testing (UAT): Upon staging deployment, Client will have an agreed testing period of ten (10) business days to evaluate the deliverables against the technical specifications in the SOW.

30-Day Post-Launch Bug Warranty: Following production launch and final acceptance, Achtrex provides a comprehensive 30-calendar-day warranty during which Achtrex will remediate any reproducible functional defects, rendering bugs, or programmatic errors in the custom code delivered by Achtrex at zero additional charge.

Warranty Exclusions

The 30-day warranty does not cover: (a) defects resulting from modifications or edits made to the codebase by Client or third-party developers; (b) breaking changes introduced by third-party APIs or external cloud hosting services; (c) new feature additions or scope changes outside the approved SOW specification.

Article 09

Service Levels, Hosting & Uptime Commitments (99.9%)

Where Achtrex provisions cloud hosting, edge CDN distribution, or managed platform infrastructure under an active Maintenance & Support Retainer:

  • 99.9% Uptime SLA: Achtrex commits to maintaining a monthly service availability of 99.9% across production edge delivery endpoints, excluding scheduled maintenance windows announced at least 72 hours in advance.
  • Incident Response Targets: Critical severity incidents (e.g. total production configurator outage) receive engineering triage within 2 business hours; high priority incidents within 6 business hours.
Article 10

Confidentiality & Trade Secret Non-Disclosure

Both parties agree that all confidential business strategies, unreleased automotive designs, proprietary 3D CAD files, trade secrets, customer databases, AI prompts, and financial records disclosed during the engagement shall remain strictly confidential.

Neither party shall disclose confidential information to any third party without prior written consent, except to employees, contractors, and legal advisors with a strict need-to-know who are bound by non-disclosure agreements no less restrictive than these Terms. Confidentiality obligations survive termination of this Agreement for five (5) years, and indefinitely for trade secrets.

Studio Portfolio Rights: Unless expressly prohibited in writing via an exclusive NDA, Achtrex may reference Client name, logo, and non-confidential project visual previews in the Achtrex studio portfolio, case studies, and design award submissions after the public launch of the project.

Article 11

Data Privacy & Regulatory Compliance

Achtrex complies with all applicable privacy statutes, including the UAE Federal Decree-Law No. 45/2021 on Personal Data Protection (PDPL), the European Union General Data Protection Regulation (EU GDPR), and the UK Data Protection Act 2018.

Where Achtrex processes personal data on behalf of Client in delivering the Services, Achtrex acts as a Data Processor, and Client acts as the Data Controller. Full details regarding our security controls, data subject rights, and cookie mechanisms are documented in our Privacy Policy.

Article 12

Limitation of Liability & Indemnification

To the maximum extent permitted under applicable law:

  • Exclusion of Consequential Damages: In no event shall either party be liable to the other for any indirect, special, incidental, exemplary, punitive, or consequential damages, including loss of revenue, anticipated profits, loss of data, business interruption, or procurement of substitute services.
  • Aggregate Financial Cap: The maximum aggregate liability of Achtrex arising under or in connection with this Agreement or any SOW, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total fees actually received by Achtrex from Client under the specific SOW in the twelve (12) months preceding the incident giving rise to liability.
Article 13

Suspension, Termination & Wind-Down

Termination for Cause: Either party may terminate an SOW immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice of the default.

Termination for Convenience: Client may terminate an ongoing engagement for convenience by providing thirty (30) days written notice. In such event, Client shall pay Achtrex for all engineering hours completed and milestone work performed up to the termination effective date, plus non-cancellable third-party licensing commitments incurred.

Handover of Work Product: Upon receipt of all outstanding payments, Achtrex will deliver all completed code repositories, 3D assets, and design files in their current production state.

Article 14

Governing Law & DIAC Commercial Arbitration

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination, shall be settled by binding arbitration in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (DIAC). The seat and legal place of arbitration shall be Dubai, UAE. The language of arbitration shall be English.

Article 15

General Provisions, Notices & Severability

Entire Agreement: These Master Terms, together with executed SOWs and schedules, constitute the entire agreement between the parties and supersede all prior discussions or agreements regarding the subject matter.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be reformed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Official Legal Inquiries: Formal legal notices must be served in writing via registered courier or transmitted electronically to legal@achtrex.com.

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