Terms ofService
Professional terms and conditions governing your use of Tatweer's information technology and software development services
Definitions & Interpretation
In these Terms of Service, the following definitions apply:
1. Acceptance of Terms
By accessing our website, engaging our services, or entering into a service agreement with Tatweer for Information and Communication Technology ('Tatweer', 'we', 'us'), you accept and agree to be bound by these Terms of Service.
These terms create a legally binding agreement between you and Tatweer. If you do not agree to these terms, you may not use our services.
Acceptance occurs through:
- Signing a Statement of Work or service agreement
- Making payment for services
- Accessing client portals or using our services
- Continuing to use services after notification of updated terms
2. Services Description
Tatweer provides professional information and communication technology services in the following areas:
Custom Software Development
Design, development, and deployment of bespoke software solutions tailored to client requirements, including web applications, mobile apps, and enterprise systems
IT Consulting Services
Strategic technology consulting, system architecture design, technology assessment, and advisory services to support business objectives
Managed IT Services
Ongoing technical support, infrastructure management, system monitoring, maintenance, and helpdesk services
Digital Transformation
Business process digitization, legacy system modernization, cloud migration, and digital strategy implementation
We reserve the right to modify, suspend, or discontinue any service with reasonable notice. For active projects, we will work with you to ensure continuity.
3. Service Agreements & Statements of Work
Specific services are governed by individual Statements of Work (SOW) or service agreements that detail:
- Detailed scope of work and deliverables
- Project timeline and milestones
- Fees, payment schedule, and terms
- Client responsibilities and required cooperation
- Acceptance criteria and testing procedures
- Specific warranties or service levels
In case of conflict, the SOW takes precedence over these general Terms of Service for project-specific matters.
Change Requests
Changes to an agreed SOW must be documented in writing. Additional work outside the original scope may incur additional fees and timeline adjustments.
4. User Accounts & Access
Access to certain services may require user accounts:
You are responsible for:
- Providing accurate and current registration information
- Maintaining the security and confidentiality of your credentials
- All activities occurring under your account
- Notifying us immediately of any unauthorized access
We reserve the right to suspend or terminate accounts that violate these terms or pose security risks.
5. Fees, Payment Terms & Refunds
Tatweer offers services under the following payment structures:
Fixed Price Projects
For projects with defined scope and deliverables:
- Total project fee agreed in SOW
- Payment milestones tied to deliverables or project phases
- Typical schedule: deposit upon signing, progress payments at milestones, final payment upon acceptance
- Scope changes may result in adjusted fees
Retainer & Subscription Services
For ongoing services (managed IT, support, consulting):
- Monthly or annual recurring fees
- Billing in advance of service period
- Defined service levels and response times
- Automatic renewal unless cancelled with required notice
General Payment Terms
- Invoices payable within 30 days unless otherwise specified
- Late payments subject to 1.5% monthly interest (or maximum allowed by law)
- We may suspend services for overdue accounts
- All fees exclusive of taxes; Client responsible for applicable taxes
Refund Policy
Deposits and milestone payments are generally non-refundable for work completed. Refunds for work not performed will be considered on a case-by-case basis. Subscription services may be cancelled with required notice, but prepaid periods are typically non-refundable.
6. Intellectual Property Rights
Ownership of intellectual property is defined as follows:
Client-Owned IP
Upon full payment, Client owns custom software and deliverables specifically created for Client under the SOW, excluding pre-existing materials and Tatweer tools.
Tatweer-Retained IP
Tatweer retains all rights to:
- Pre-existing software, tools, frameworks, and methodologies
- Generic code, libraries, and components usable across projects
- Technical know-how and processes
- Improvements to our proprietary tools and systems
License Grants
Tatweer grants Client a perpetual, non-exclusive license to use Tatweer tools and components embedded in deliverables. Client grants Tatweer a license to use Client's trademarks solely for providing the services.
Third-Party Components
Deliverables may include open-source or third-party components licensed under their respective terms. We will identify material third-party components in project documentation.
7. Deliverables, Acceptance & Warranties
Delivery Process
Deliverables will be provided according to the timeline in the SOW. We will notify you when deliverables are ready for review.
Acceptance & Testing
You have a reasonable period (typically 5-10 business days) to review and test deliverables. Acceptance occurs upon:
- Written approval of deliverables
- Putting deliverables into production use
- Failure to provide written rejection within the acceptance period
Rejections must specify deficiencies in detail. We will remedy material deficiencies promptly.
Warranties
For Custom Software: We warrant that software will substantially conform to agreed specifications for 90 days after acceptance. Remedy limited to correction of defects or refund of fees paid for non-conforming deliverables.
For Consulting Services: We warrant services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED 'AS IS' WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Client Responsibilities & Cooperation
Successful delivery requires your cooperation. You agree to:
- Provide timely access to personnel, systems, and information necessary for services
- Respond to requests for decisions, approvals, and feedback within agreed timeframes
- Designate authorized representatives to make project decisions
- Provide accurate and complete requirements and specifications
- Maintain appropriate backups of your data and systems
- Ensure your IT environment meets requirements for our deliverables
Delays in Client cooperation may result in project delays and potential cost adjustments. We are not responsible for delays caused by Client's failure to meet its obligations.
9. Acceptable Use & Prohibited Activities
When using our services, websites, or systems, you must not:
You must use reasonable security measures to protect access credentials and prevent unauthorized use.
10. Disclaimers
EXCEPT AS EXPRESSLY PROVIDED IN A SOW:
- Services and materials are provided 'AS IS' and 'AS AVAILABLE'
- We make no warranties regarding uninterrupted, error-free, or secure operation
- We do not warrant that results from our services will meet your requirements
- Third-party services, tools, and platforms are subject to their own terms and availability
- We are not responsible for internet connectivity, third-party infrastructure, or force majeure events
Your use of our services is at your sole risk. We recommend maintaining backups and disaster recovery plans.
11. Limitation of Liability
Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TATWEER'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING FROM SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE CLAIM.
Exclusion of Consequential Damages
IN NO EVENT SHALL TATWEER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.
Exceptions
These limitations do not apply to:
- Damages caused by willful misconduct or gross negligence
- Breach of confidentiality or misappropriation of intellectual property
- Liability that cannot be limited under applicable law
12. Indemnification
Client Indemnification
You agree to indemnify and hold harmless Tatweer from claims arising from:
- Your use of services in violation of these terms
- Content, data, or materials you provide to us
- Your violation of applicable laws or third-party rights
- Your breach of obligations under this agreement
Tatweer Indemnification
We will indemnify you from third-party claims that custom software deliverables we create infringe third-party intellectual property rights, provided you promptly notify us and give us control of the defense. Our remedy may include obtaining rights, replacing infringing components, or refunding fees.
13. Term, Termination & Suspension
Agreement Term
These Terms remain in effect while you use our services. Individual SOWs specify project duration. Subscription services continue until cancelled.
Termination for Cause
Either party may terminate immediately for material breach if not cured within 30 days of written notice. We may terminate immediately for non-payment or security violations.
Termination for Convenience
Either party may terminate ongoing subscription services with 30 days' written notice. Fixed-price projects may be terminated subject to fees for work completed.
Suspension
We may suspend services for non-payment, security threats, or violations of these terms.
Post-Termination
Upon termination:
- You must pay for all services performed through the termination date
- We will provide final deliverables for which payment is made
- Each party must return or destroy the other's confidential information
- Your right to use our systems and tools ceases immediately
- Provisions regarding IP, confidentiality, warranties, and limitation of liability survive termination
14. Dispute Resolution & Governing Law
Good Faith Negotiation
In the event of any dispute, the parties agree to first attempt to resolve the matter through good faith negotiations between senior executives within 30 days.
Mediation
If negotiation fails, parties may agree to non-binding mediation before resorting to litigation or arbitration.
Governing Law
These Terms are governed by the laws of the Republic of Iraq without regard to conflict of law principles.
Jurisdiction
Jurisdiction and venue for disputes shall be determined by mutual agreement in the SOW or, if not specified, shall be the competent courts of Baghdad, Iraq. For international clients, parties may agree to arbitration under ICC or other internationally recognized rules.
15. Changes to Terms
We may update these Terms of Service from time to time to reflect changes in our services, business practices, or legal requirements.
Material changes will be communicated by:
- Posting updated terms on this page with a new 'Last Updated' date
- Email notification to active clients
- Notice in client portals or service interfaces
Your continued use of services after changes take effect constitutes acceptance of the revised terms. For material changes affecting active projects, we will seek your explicit consent.
Changes to these general terms do not affect specific terms in executed SOWs unless mutually agreed.
16. General Provisions
Severability
If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if that is not possible. The remainder of these Terms remains in full effect.
Entire Agreement
These Terms, together with any SOW or service agreement, constitute the entire agreement between you and Tatweer regarding services and supersede all prior agreements and understandings.
No Waiver
Failure to enforce any right or provision does not constitute a waiver of that right or provision.
Assignment
You may not assign or transfer your rights without our prior written consent. We may assign our rights to an affiliate or in connection with a merger or sale of our business.
Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, strikes, or government actions.
Notices
Official notices must be in writing and delivered to the addresses specified in the SOW or these Terms. Email to designated contacts is acceptable for routine communications.
17. Contact Information
For questions about these Terms of Service, project inquiries, or legal matters, please contact us: