Terms of Service

1. Parties & Acceptance

CyberSpeed LLC ("Company," "we," "us," "our") is a limited liability company incorporated under the laws of the Emirate of Ras Al Khaimah, United Arab Emirates, with its registered office at FOAM2399 Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE (Trade License No. [CLIENT ACTION: Insert Trade License Number]).

These Terms of Service ("Terms," "Agreement") govern:

• Your access to and use of cyberspeedllc.com ("Website")
• All services provided by CyberSpeed LLC including: Web & Mobile App Development, SEO Services, Shopify Development, AI Automation, AI Development, Digital Advertising, and Experts on Hire ("Services")
• Any Statement of Work (SoW), Service Agreement, Master Services Agreement (MSA), or Proposal ("Service Agreement") referencing these Terms

By accessing the Website, requesting a proposal, signing a Service Agreement, or engaging our Services, you ("Client," "you," "your") acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Website or engage our Services.

These Terms form a legally binding contract between you and CyberSpeed LLC under UAE law. If you are entering on behalf of an entity, you represent that you have authority to bind that entity.

2. Definitions

"Client"

The person or entity engaging CyberSpeed LLC for Services, as identified in the Service Agreement.

"Services"

The digital services described in Section 3, as further detailed in the applicable Service Agreement.

"Deliverables"

All work product, code, designs, content, models, documentation, and other materials created or provided by CyberSpeed LLC under a Service Agreement.

"Service Agreement"

The signed proposal, Statement of Work, Master Services Agreement, or order form referencing these Terms, including all attachments and amendments.

"Confidential Information"

Any non-public information disclosed by either party, whether orally, in writing, or electronically, marked confidential or reasonably understood to be confidential.

"Intellectual Property Rights"

All patents, copyrights, trademarks, trade secrets, design rights, database rights, and similar rights worldwide.

"Force Majeure"

Events beyond a party's reasonable control: natural disasters, war, terrorism, government actions, pandemics, internet infrastructure failures, third-party platform outages.

"UAE"

United Arab Emirates, including all Emirates and free zones (DIFC, ADGM, DMCC, etc.).

3. Services Overview

CyberSpeed LLC provides the following service categories. Specific scope, timeline, and deliverables are defined in each Service Agreement:

4. Engagement Process & Service Agreements

1. Discovery & Proposal: Free consultation → scope definition → detailed proposal with timeline, deliverables, pricing.
2. Service Agreement: Upon acceptance, a Service Agreement (SoW/MSA) is executed referencing these Terms. The Service Agreement prevails over these Terms in case of conflict for that engagement.
3. Kick-off & Access: Client provides timely access to systems, accounts, data, stakeholders. Delays caused by Client access issues extend timelines accordingly.
4. Delivery & Acceptance: Deliverables presented per agreed milestones. Client has 5 business days to review and provide written feedback. Silence = deemed acceptance.
5. Revisions: Each Service Agreement includes defined revision rounds (typically 2–3). Additional revisions billed at agreed rates.
6. Go-Live / Launch: For development projects, Client approves staging/UAT before production deployment. Post-launch hypercare (typically 14–30 days) included.

5. Intellectual Property Rights

5.1 Client-Owned Deliverables

Upon full and final payment of all fees due under the Service Agreement, Client owns the Deliverables specifically created for the Client under that Agreement ("Custom Deliverables"), including:

• Custom source code (frontend, backend, mobile)
• Custom UI/UX designs, wireframes, prototypes
• Custom content, copy, documentation
• Custom-trained AI/ML models (on Client's proprietary data)
• Custom automation workflows, scripts, configurations

Ownership transfers only upon receipt of cleared funds for all invoices. Until then, CyberSpeed LLC retains all rights.

5.2 CyberSpeed LLC Retained Rights (Background IP)

CyberSpeed LLC retains all rights in:

• Pre-existing frameworks, libraries, boilerplate code, starter kits
• Reusable components, design systems, UI patterns
• Methodologies, processes, playbooks, internal tools
• Generic AI prompts, prompt templates, evaluation frameworks
• Open-source software incorporated (governed by respective licences)
• Know-how, expertise, general skills acquired during engagement

Client receives a perpetual, worldwide, non-exclusive, royalty-free licence to use Background IP solely as embedded in and necessary for the Custom Deliverables.

5.3 Third-Party Platforms & APIs

Services may integrate with third-party platforms (Shopify, Google, Meta, OpenAI, Anthropic, AWS, Azure, GCP, etc.). Client's use of these is governed by those platforms' terms. CyberSpeed LLC is not liable for third-party platform changes, deprecations, pricing, or availability.

5.4 AI-Specific IP Provisions

• Training Data: Client warrants it has rights to all data provided for model training/fine-tuning/RAG.
• Model Outputs: Client owns outputs generated by Custom Deliverables using Client's data.
• Base Models: Pre-trained base models (GPT, Claude, Llama, etc.) remain subject to their providers' terms.
• Training Artifacts: Weights, checkpoints, embeddings derived from Client data = Client-owned Custom Deliverables.

6. Payment Terms

6.1 Pricing & Invoicing

• All fees in AED (UAE Dirhams) unless otherwise agreed in writing.
• Fees exclude VAT (currently 5% UAE VAT) unless stated "VAT inclusive." VAT added per UAE Federal Decree-Law No. 8 of 2017.
• Invoices issued per Service Agreement schedule (milestone, monthly, bi-weekly).
• Payment due 14 days from invoice date (Net 14) unless otherwise agreed.

6.2 Payment Methods

Bank transfer (UAE local / SWIFT), UAE local cheque, payment gateway (Stripe/PayPal — +3% processing fee). No crypto.

6.3 Late Payment

• 1.5% monthly service charge on overdue amounts (18% per annum)
• Work may be suspended after 15 days overdue (written notice)
• Client liable for all collection costs, legal fees, agency fees

6.4 Expenses

Pre-approved travel, third-party licences, cloud credits, stock assets, API costs billed at cost + 10% admin. Ad spend for advertising services billed separately (Client pays platforms directly or reimburses CyberSpeed LLC).

7. Confidentiality

• Both parties protect Confidential Information with at least reasonable care (no less than own similar information).
• Confidentiality survives for 2 years post-termination (5 years for trade secrets).
• Exceptions: public domain, independently developed, rightfully received from third party, required by law/court (prompt notice given where legally permitted).
• Data Processing Agreement (DPA) governs Personal Data processing — see DPA.

8. Data Protection & Privacy

• CyberSpeed LLC processes Personal Data as Processor on Client's instructions (Controller) per Service Agreement and DPA.
• Compliance with UAE PDPL (Federal Decree-Law No. 45/2021), DIFC DP Law No. 5/2020, ADGM DP Regulations 2021.
• Subprocessors listed in DPA; Client notified of changes; objection rights apply.
• Data residency: UAE (Azure UAE North / AWS Middle East / GCP Dubai) or as agreed.
• Security: ISO 27001-aligned, encryption at rest (AES-256) and in transit (TLS 1.2+), access controls, audit logs, incident response.

See Privacy Policy and Data Processing Agreement.

9. Warranties & Disclaimers

9.1 CyberSpeed LLC Warranties

We warrant that Services will be performed:

• In a professional, workmanlike manner consistent with industry standards
• By qualified personnel with appropriate expertise
• In material compliance with Service Agreement specifications
• Custom code free from material defects for 90 days post-acceptance (warranty period)

9.2 Client Warranties

Client warrants:

• Authority to enter Agreement and provide all necessary inputs, access, approvals
• All Client-provided content, data, assets are owned/licensed and non-infringing
• Compliance with all applicable laws (UAE, DIFC, ADGM, industry-specific)
• Training data for AI: lawful basis, consent where required, no prohibited content

9.3 Disclaimers

EXCEPT AS EXPRESSLY WARRANTED, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CYBERSPEED LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• Merchantability, fitness for particular purpose, non-infringement
• Uninterrupted, error-free, or secure operation
• Specific results (rankings, conversions, revenue, model accuracy)
• Third-party platform/API availability, performance, or continuity
• AI model outputs: accuracy, completeness, non-hallucination, bias-free

AI-SPECIFIC: LLM outputs may contain inaccuracies ("hallucinations"). Client must implement human-in-the-loop review for high-stakes use cases (legal, medical, financial, safety-critical). CyberSpeed LLC is not liable for decisions based solely on AI outputs without human verification.

10. Limitation of Liability

10.1 Cap on Liability

CyberSpeed LLC's total aggregate liability under any Service Agreement shall not exceed 100% of fees paid by Client under that Agreement in the 12 months preceding the claim.

10.2 Excluded Damages

In no event shall CyberSpeed LLC be liable for:

• Indirect, incidental, consequential, special, or punitive damages
• Lost profits, revenue, business opportunities, goodwill
• Data loss, corruption, or recovery costs (Client responsible for backups)
• Business interruption, system downtime
• Third-party claims (except IP infringement per Section 11)

10.3 Exceptions

Cap does not apply to: (a) breach of confidentiality; (b) IP infringement indemnity; (c) fraud/wilful misconduct; (d) death/personal injury from negligence; (e) data protection liability per applicable law.

11. Indemnification

11.1 By CyberSpeed LLC

We indemnify Client against third-party claims that Custom Deliverables infringe valid IP rights, provided Client: (a) notifies us promptly; (b) grants sole control of defence/settlement; (c) cooperates reasonably. Remedies: (i) procure right to use; (ii) modify to non-infringing; (iii) replace; (iv) refund pro-rata fees (last resort).

11.2 By Client

Client indemnifies CyberSpeed LLC against claims arising from: (a) Client content/data/assets; (b) Client's breach of warranties; (c) Client's use of Deliverables in violation of law/third-party rights; (c) ad creatives, targeting, landing pages provided/approved by Client.

12. Term & Termination

12.1 Term

• Project-based: until acceptance of final Deliverable + warranty period
• Retainer: initial term per Service Agreement, auto-renews monthly unless 30 days written notice
• Experts on Hire: per engagement letter, terminable by either party with 5 business days notice

12.2 Termination for Cause

Either party may terminate with 15 days written notice if other party materially breaches and fails to cure within notice period. Immediate termination for: insolvency, fraud, wilful misconduct, data breach.

12.3 Effect of Termination

• Client pays for all work completed, expenses incurred, non-cancellable commitments
• CyberSpeed LLC delivers all accepted Deliverables, provides reasonable transition assistance (billable)
• Licences for Background IP continue per Section 5.2
• Confidentiality, IP, limitation of liability, governing law survive

13. Force Majeure

Neither party liable for failure/delay due to Force Majeure. Affected party notifies promptly. If Force Majeure exceeds 30 consecutive days, non-affected party may terminate without liability.

14. Insurance

CyberSpeed LLC maintains: Professional Indemnity (PI) insurance AED 2M+; General Liability; Cyber Liability; Workers' Compensation per UAE law. Certificates available on request.

15. Subcontracting

CyberSpeed LLC may engage subcontractors (freelancers, specialist firms) for specific tasks. We remain fully liable for subcontractor performance. All subcontractors bound by confidentiality and IP terms no less protective than these Terms.

16. Non-Solicitation

During engagement and 12 months post-termination, Client will not directly/indirectly solicit, hire, or engage any CyberSpeed LLC employee, contractor, or Expert on Hire personnel introduced through us, without written consent. Breach = liquidated damages of AED 100,000 or 6 months' fees (whichever higher).

17. Governing Law & Dispute Resolution

1. Governing Law: Laws of the United Arab Emirates (federal) and Emirate of Dubai.
2. Amicable Resolution: Parties attempt good-faith negotiation within 15 days of written notice.
3. Mediation: If unresolved, mediation per DIAC (Dubai International Arbitration Centre) Mediation Rules, in Dubai, English language.
4. Arbitration: If mediation fails, binding arbitration per DIAC Arbitration Rules: single arbitrator, Dubai seat, English language, UAE law.
5. Court Jurisdiction: For interim/injunctive relief only: Dubai Courts (or DIFC Courts if both parties DIFC entities).

NOTE: If Client is a DIFC/ADGM entity, parties may agree in Service Agreement to DIFC Courts/ADGM Courts jurisdiction and DIFC/ADGM law.

18. General Provisions

Entire Agreement

These Terms + Service Agreement = entire understanding. Supersedes all prior discussions.

Amendments

Written, signed by both parties. Email acceptance from authorised signatory suffices.

Assignment

Neither party may assign without consent (not unreasonably withheld). Permitted: to affiliate, acquirer, successor (with notice).

Waiver

No waiver unless written. Failure to enforce ≠ waiver.

Severability

Invalid provision severed; remainder enforceable.

Notices

Written: email to authorised contacts + courier to registered addresses. Deemed received: email (on send), courier (on delivery).

Counterparts

May be executed in counterparts (including electronic/DocuSign) = one instrument.

No Partnership

Independent contractors. No agency, joint venture, employment relationship.

19. Service-Specific Provisions

19.1 SEO Services

• No guarantee of specific rankings, traffic volumes, or revenue. Google algorithm changes beyond our control.
• Client responsible for website access, CMS credentials, content approvals, legal compliance of content.
• Black-hat tactics (cloaking, link farms, keyword stuffing) excluded. We follow Google Webmaster Guidelines.

19.2 Digital Advertising

• Client provides/approves creatives, targeting, landing pages. We optimise; final approval = Client.
• Ad spend paid directly by Client to platforms or reimbursed to CyberSpeed LLC (pre-funded).
• Platform policy compliance (Google Ads, Meta, LinkedIn, TikTok) = Client responsibility. We advise.

19.3 Shopify Development

• Client owns Shopify store, domain, merchant accounts. We build on Client's store.
• Third-party apps/themes: Client licenses. We integrate.
• Shopify platform changes (API, checkout, Liquid) may require maintenance (billable).

19.4 AI Automation & Development

• Human-in-the-loop review required for high-stakes outputs (Section 9.3).
• Model performance metrics (accuracy, F1, latency) defined in Service Agreement. No guarantee beyond agreed benchmarks.
• Retraining/drift monitoring included per Service Agreement tier.
• Open-source model licences (Apache 2.0, MIT, Llama Community Licence) govern respective components.

19.5 Experts on Hire

• Experts = CyberSpeed LLC contractors/employees, not Client employees.
• Client directs day-to-day work; CyberSpeed LLC handles HR, payroll, compliance.
• Minimum engagement: 1 week. Rate changes: 30 days notice.
• No conversion to Client payroll without release fee (Section 16).

20. Contact