1. Definitions

Services – AI voice agents, automation and related technology services provided by Clustraq.

Deliverables – Specific work products, including configurations, setups and workflows, defined in a Statement of Work (SOW) or service agreement.

Account – Any dashboard, portal or credentials provided to the client for service access.

2. Client Responsibility

The client is solely responsible for all activity under their account. Any security breach caused by client negligence, including credential sharing, is the client’s sole liability. Clustraq reserves the right to suspend accounts immediately to mitigate risk.

3. Payment

Fees are payable as per the invoice date. The client is responsible for all bank transfer and intermediary fees to ensure Clustraq receives the full net amount. Late payments beyond 14 days result in immediate service suspension.

3b. Usage-Based Billing

Where services include a per-minute usage component, Clustraq will provide monthly usage reports via the client dashboard. Invoices reflect actual minutes consumed in the preceding billing period. Disputed usage must be raised within 5 working days of invoice date.

4. Merit-Based Refunds

All services are generally non-refundable. Clustraq may, at its sole discretion, consider a partial refund only if a material defect is reported and Clustraq fails to resolve it within 14 business days. Approved refunds are subject to the deduction of any non-recoverable third-party costs.

5. Intellectual Property

Clustraq retains all rights to its background technology and proprietary tools. Ownership of custom deliverables transfers to the client only upon receipt of full and final payment.

6. Limitation of Liability

To the maximum extent permitted by UAE law, Clustraq’s total aggregate liability for any claim shall not exceed the total fees paid by the client in the three months preceding the claim. Clustraq is not liable for indirect losses, loss of profit or third-party infrastructure failures.

7. Client Indemnity

The client shall defend and hold Clustraq harmless against any third-party claims, damages or legal costs arising from the client’s use of the services or any data provided by the client.

8. Deemed Acceptance

Deliverables are considered accepted unless a written objection is received within five working days of delivery. Requests outside the original SOW are subject to additional fees.

9. Governing Law

This agreement is governed by DIFC Law.

10. Termination

Either party may terminate with 30 days written notice. The client remains liable for all work completed and expenses incurred up to the termination date.

11. Non-Exclusivity

Nothing in this agreement prevents Clustraq from providing identical or similar services to other clients, including competitors of the client.

12. Publicity and Marketing

Clustraq may identify the client as a customer and use the client’s name and a general description of the solution in marketing materials. Clustraq will not disclose sensitive or confidential technical data without prior written consent.