These Terms & Conditions (“Terms”) govern access to the ENSI Solutions website and the provision of our advisory, engineering and security services in the United Arab Emirates (“UAE”). By using our website or entering into an engagement, you agree to these Terms.

1. Scope

These Terms apply to website visitors and to any proposal, order, letter of engagement or statement of work (“SOW”) issued by ENSI Solutions (“we”, “us”, “our”) to a client (“Client”) for consulting-first advisory, software engineering, cybersecurity, DevSecOps and related professional services (“Services”).

2. Definitions

• Deliverables — reports, designs, configurations, code, playbooks or other outputs produced under an SOW.
• Confidential Information — non-public information disclosed by either party that is designated as confidential or would reasonably be understood as confidential.
• Free zones — for data matters, references may include DIFC Data Protection Law No. 5 of 2020 and ADGM Data Protection Regulations 2021 if applicable to the Client’s establishment.

3. Engagement & Services

Each SOW describes scope, approach, assumptions and timelines. We will perform Services with due skill and care using appropriately senior personnel. We act as independent contractors and do not assume operational control of Client systems.

To reduce risk, we aim to work with public artefacts, sandboxes or Client-provided materials rather than privileged production access, unless explicitly agreed in the SOW and risk-assessed.

4. Fees, Taxes & Payment

Fees and billing model (T&M, retainer, or fixed) are set out in the SOW. Unless agreed otherwise, invoices are due within 15 calendar days. Amounts are exclusive of VAT; where UAE VAT applies (currently 5%), we will issue a compliant tax invoice in AED or USD with conversion per the Central Bank rate. Client is responsible for applicable withholding taxes, if any, grossed-up where required.

5. Client Access & Cooperation

Client will provide timely information, decisions and access needed to perform the Services. Client remains responsible for its production change approvals, security configurations, and business decisions based on our advice.

6. Confidentiality

Each party will protect the other’s Confidential Information with reasonable care and use it only to perform the Agreement. Exclusions include information that is public, independently developed, or received lawfully from a third party. Upon request or termination, Confidential Information will be returned or destroyed, subject to archival/backup constraints and legal retention duties.

7. Intellectual Property

We retain ownership of pre-existing materials, frameworks and tools (“ENSI Background IP”). Upon full payment, Client receives a non-exclusive, worldwide, royalty-free license to use Deliverables for its internal business purposes. Third-party components remain subject to their respective licenses. Any open-source use will follow applicable licenses and the SOW.

8. Compliance & Ethics

Each party will comply with applicable UAE laws and free-zone rules (where relevant), including anti-bribery, export control and sanctions. For personal data, the parties will comply with the UAE Federal Decree-Law No. 45 of 2021 regarding the Protection of Personal Data (“PDPL”) and its Executive Regulations (Cabinet Decision No. 44 of 2022), and where relevant DIFC/ADGM regimes.

9. Warranties & Disclaimers

We warrant that we will perform the Services in a professional and workmanlike manner. Except as expressly stated, the Services and Deliverables are provided “as is”. We do not guarantee that any system will be error-free, entirely secure, or compliant with every standard without Client’s ongoing governance and controls.

10. Limitation of Liability

Neither party is liable for indirect or consequential loss, loss of profit, revenue, data or business. Each party’s aggregate liability under an Agreement is capped at the fees paid or payable for the Services giving rise to the claim in the 12 months preceding the event, except for death/personal injury caused by negligence, fraud, or amounts that cannot be excluded under UAE law.

11. Term, Termination & Suspension

Either party may terminate for material breach if not cured within 30 days of written notice. We may suspend work for non-payment or material risk. Upon termination, Client will pay for Services performed and reasonable wind-down costs. Sections on confidentiality, IP, liability and governing law survive termination.

12. Governing Law & Venue

These Terms and any SOW are governed by the laws of the UAE. Unless the parties agree otherwise in writing, disputes will be subject to the exclusive jurisdiction of the Dubai Courts. If both parties are established in DIFC or ADGM, the parties may elect DIFC or ADGM Courts respectively in the SOW.

13. Changes

We may update these Terms to reflect legal or operational changes.