B2B Terms (MSA)

Last updated: 27 August 2025

These B2B Services Terms (the "Agreement") govern Slurvo's provision of professional services (design, development, integration, maintenance, consulting) to a business client ("Client"). The parties may execute one or more statements of work, order forms, or proposals referencing this Agreement (each an "SOW"). This Agreement is effective on the earlier of signature, SOW acceptance, or use of the Services.

1. Scope of Services; SOWs

1.1 Services. Slurvo will provide the Services described in each SOW.

1.2 SOWs. Each SOW will specify scope, deliverables, assumptions, timeline, acceptance criteria, fees, expenses, and invoicing. In case of conflict, SOW controls over this Agreement.

2. Client Responsibilities

Provide timely access to personnel, information, systems, and environments; designate a project lead; review and accept deliverables without undue delay; and ensure any materials you supply do not infringe third-party rights or violate law.

3. Fees, Expenses & Taxes

3.1 Fees. As set out in the SOW (fixed-price and/or time-and-materials).

3.2 Invoicing & Payment. Unless the SOW states otherwise: invoices are due net 14 days. Late amounts may accrue 1.5% per month (or the maximum allowed by law). We may suspend work for non-payment.

3.3 Expenses. Pre-approved out-of-pocket expenses are billable.

3.4 Taxes. Fees are exclusive of taxes, duties, and withholdings (Client is responsible, excluding taxes on Slurvo's income).

4. Changes

Material changes to scope, timeline, or assumptions require a written change order (including fee/timeline impact).

5. IP Rights; Deliverables

5.1 Pre-Existing IP. Each party retains ownership of IP it had before the SOW (and any general tools, code libraries, frameworks, or know-how developed outside the SOW).

5.2 Work Product. Upon full payment, Slurvo assigns to Client all right, title, and interest in the final Deliverables expressly identified as "work made for hire" or "Client-owned" in the SOW (excluding Slurvo Pre-Existing IP).

5.3 License Back to Slurvo IP. To the extent Deliverables incorporate Slurvo Pre-Existing IP, Slurvo grants Client a perpetual, worldwide, non-exclusive license to use that IP as embedded in the Deliverables for Client's internal and commercial use of the Deliverables.

5.4 Third-Party & Open-Source. We may use third-party or open-source components where appropriate and will comply with their licenses. If special licenses are required, we will disclose them in the SOW or delivery notes.

6. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform this Agreement. Exclusions: information that is public, independently developed, or rightfully received from a third party. Compelled disclosures are permitted with notice where lawful.

7. Data Protection & Security

7.1 Roles. For Client end-user data we process under the SOW, Client is the controller and Slurvo is the processor.

7.2 DPA. The parties will enter a Data Processing Addendum (DPA) where required by law. Slurvo will implement appropriate technical and organizational measures, use authorized sub-processors with equivalent safeguards, assist with data subject requests, and notify Client of security incidents without undue delay.

7.3 International Transfers. Where required, processing will rely on valid transfer mechanisms (e.g., SCCs).

8. Warranties & Disclaimers

8.1 Services Warranty. Slurvo will perform the Services in a professional and workmanlike manner consistent with industry standards.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, SLURVO DISCLAIMS ALL OTHER WARRANTIES (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, OR RESULTS). Beta/experimental features and third-party services are provided "as is."

9. Indemnities

9.1 By Slurvo. Slurvo will defend and indemnify Client against third-party claims that Deliverables (as provided by Slurvo) infringe IP rights, and pay damages and costs finally awarded, provided Client promptly notifies Slurvo, gives sole control of the defense, and cooperates. Slurvo may procure rights, modify, or replace the Deliverables; if none is commercially reasonable, Slurvo may terminate the affected SOW and refund prepaid fees for the unused portion.

9.2 By Client. Client will defend and indemnify Slurvo against claims arising from Client materials, instructions, or misuse of Deliverables.

10. Liability Cap; Exclusions

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages or lost profits/revenue/data. Each party's aggregate liability under an SOW will not exceed the fees paid or payable to Slurvo under that SOW in the 12 months preceding the event. Exclusions from the cap: (i) unpaid fees; (ii) IP infringement indemnity; (iii) breach of confidentiality; (iv) data protection violations caused by a party's willful misconduct.

11. Term; Termination

11.1 Term. This Agreement continues until terminated. Each SOW states its own term.

11.2 Termination for Convenience. Either party may terminate an SOW for convenience with 30 days' written notice (fees due for work performed and committed costs).

11.3 Termination for Cause. Either party may terminate this Agreement or an SOW for material breach if not cured within 10 days after written notice.

11.4 Effect. Upon termination, each party returns or destroys the other's Confidential Information (except archival copies per legal obligations). Client pays all fees due through termination effective date.

12. Non-Solicitation (Optional)

During the term and for 6 months thereafter, neither party will solicit employment of the other's personnel involved in the Services without written consent (general job ads excluded).

13. Publicity

Slurvo may use Client's name and logo in lists of customers and basic case descriptions, unless the SOW forbids it. Detailed case studies require written approval.

14. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, war, labor disputes, internet failures).

15. Governing Law & Venue

This Agreement is governed by the laws of the Dubai International Financial Centre (DIFC). The DIFC Courts have exclusive jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16. Notices

Notices must be in writing and sent to the addresses set in the SOW (with a copy to legal at the recipient's principal address) or via email as specified in the SOW. Privacy-related notices may be sent to privacy@slurvo.com.

17. Order of Precedence; Assignment; Misc.

SOW → this Agreement → referenced policies. Neither party may assign without consent, except to an affiliate or in a merger/sale (provided the assignee assumes obligations). If any provision is unenforceable, the remainder remains effective. No waiver is implied. This Agreement is the entire agreement regarding its subject.