Terms & Conditions

Last updated: 19 July 2026

• 1. About these Terms and Codelabs

  1.1 These Terms and Conditions (the “Terms”) govern: (a) access to and use of codelabs.ae and any Codelabs webpage that links to these Terms (the “Website”); and (b) services supplied under a Proposal, Order Form or Statement of Work that incorporates these Terms.

  1.2 Codelabs is the trading name of CodeLabs LLC, a limited liability company licensed by Sharjah Media City Free Zone Authority (SHAMS) under trade licence number 2541506.01 and formation number 2541506, with its registered office at Sharjah Media City, Sharjah, United Arab Emirates (“Codelabs,” “we,” “us” or “our”).

  1.3 The person or entity using the Website is a “Visitor.” The person or entity purchasing Services is the “Client,” “you” or “your.” If an individual accepts an Agreement for an entity, that individual represents that they have authority to bind that entity.

  1.4 Nothing on the Website is legal, financial, investment, medical, cybersecurity-certification or regulatory advice. Case studies, estimates and examples are illustrative and do not guarantee results.

• 2. Definitions and contract structure

  2.1 In these Terms:

  • “Acceptance Criteria” means the objective criteria stated in the SOW for determining whether a Deliverable materially conforms to the agreed specifications.
  • “Agreement” means the applicable SOW, these Terms, any signed master agreement, Data Processing Addendum and documents expressly incorporated by reference.
  • “Codelabs Materials” means all technology, software, code, tools, templates, methods, processes, algorithms, models, documentation, designs, know-how and other materials that: (a) existed before the SOW; (b) were developed independently of the SOW; or (c) are generic, reusable or not uniquely created for the Client, including all modifications and improvements to them.
  • “Client Materials” means all content, data, instructions, specifications, systems, credentials, trademarks and materials supplied or made available by or for the Client.
  • “Deliverables” means only the items expressly identified as deliverables in the SOW.
  • “Fees” means all fees, charges, expenses and other amounts payable under the Agreement.
  • “Services” means the services described in the SOW, which may include software, website or mobile-app development, product design, cloud, IoT, video analytics, AI, consulting, maintenance or digital marketing services.
  • “SOW” means a proposal, quotation, order form or statement of work accepted under Clause 3.
  • “Third-Party Materials” means software, content, data, platforms, models, APIs, libraries, open-source components, devices, cloud services and other materials owned or controlled by a third party.

  2.2 If documents conflict, the following order applies unless a later document expressly states that it overrides a named earlier provision: (a) a signed master agreement; (b) a signed Data Processing Addendum for personal-data matters; (c) the SOW; (d) these Terms; and (e) other incorporated policies. A purchase order issued by the Client is for administrative convenience only. Its additional or inconsistent terms are rejected and do not form part of the Agreement unless Codelabs expressly signs them.

• 3. Formation, duration and electronic contracting

  3.1 Website use is governed by the Website provisions of these Terms from the time of access. Submitting an inquiry does not by itself require either party to buy or supply Services.

  3.2 A project Agreement is formed on the earliest of: (a) signature of the SOW by both parties; (b) the Client's written or electronic acceptance of the SOW; or (c) the Client's payment of a deposit or invoice that expressly references the SOW. Codelabs is not required to begin work until it has received the required deposit, information, access and approvals.

  3.3 Electronic documents, electronic signatures, email approvals and other electronic acceptance methods may be used and relied on to the extent permitted by applicable law. Each party must retain copies of the documents and approvals relevant to the Agreement.

  3.4 The Agreement continues until the Services are completed or it is terminated in accordance with these Terms. Maintenance, hosting, support and other recurring Services continue for the period stated in the SOW and renew only as stated there.

• 4. Website licence and acceptable use

  4.1 Codelabs grants each Visitor a limited, revocable, non-exclusive, non-transferable licence to access the Website for lawful evaluation of Codelabs and its Services.

  4.2 A Visitor must not, and must not assist anyone to:

  • violate any law or third-party right;
  • interfere with, damage, overload, probe or bypass the Website or its security;
  • introduce malware, harmful code or automated traffic;
  • scrape, harvest, crawl, data-mine or use Website content to train or improve an AI or machine-learning model without Codelabs' written consent;
  • reverse engineer any non-public Website component except to the limited extent a prohibition is not enforceable by law;
  • impersonate another person, misrepresent an affiliation, or submit false or unlawful material; or
  • copy, republish, sell or commercially exploit Website content without written permission.

  4.3 Codelabs may restrict or block access reasonably believed to threaten security, availability, legal compliance or third-party rights.

• 5. Scope, estimates and project assumptions

  5.1 Codelabs will perform the Services described in the SOW with reasonable skill and care. Items not expressly included are out of scope.

  5.2 Dates, effort, traffic, capacity, performance, conversion, ranking and cost estimates are estimates unless the SOW expressly labels them as guaranteed. Timelines depend on assumptions, Client cooperation, third-party availability and timely decisions.

  5.3 Agile artefacts, demonstrations, backlogs, mock-ups and discussions do not amend scope or Acceptance Criteria unless recorded in an approved Change Request.

  5.4 Codelabs may determine the personnel, location, tools and manner used to perform the Services, subject to express SOW requirements and applicable law. Codelabs may use affiliates and subcontractors and remains responsible for their performance to the same extent as for its own performance.

• 6. Client responsibilities and dependencies

  6.1 The Client must, at its cost:

  • appoint an authorised project owner able to provide binding instructions and approvals;
  • provide accurate, complete and timely requirements, Client Materials, decisions, feedback, access, test data and suitably configured systems;
  • obtain all licences, consents and permissions necessary for Client Materials and Codelabs' instructed processing or use of them;
  • maintain secure backups of its data and systems unless backup Services are expressly included;
  • test Deliverables in a safe environment before production use;
  • use the Services and Deliverables lawfully and in accordance with documentation; and
  • promptly notify Codelabs of errors, security events, unlawful content or circumstances likely to affect delivery.

  6.2 Codelabs may rely on Client instructions and information without independently verifying them. The Client is responsible for business, legal, regulatory, accessibility, tax, accounting, medical, financial, employment and sector-specific decisions, and for obtaining specialist advice.

  6.3 If a Client dependency is late or defective, Codelabs may: (a) extend dates by at least the resulting delay plus reasonable remobilisation time; (b) reallocate personnel; (c) revise estimates and charge resulting idle time, rework and costs at its then-current rates; and (d) invoice work completed and committed costs.

  6.4 If the Client is inactive for 15 consecutive days after a written reminder, Codelabs may place the project on hold. If inactivity continues for 30 consecutive days, Codelabs may treat the project as terminated by the Client for convenience under Clause 22. Recommencement is subject to resource availability, a revised schedule and a reasonable restart fee.

• 7. Change control

  7.1 Either party may request a change. Codelabs is not required to implement it until the parties approve in writing a Change Request describing the change, Fees, assumptions and schedule impact.

  7.2 Codelabs may make a change without prior approval where reasonably necessary to address an urgent security issue, comply with law, prevent harm or respond to a mandatory third-party platform change. Codelabs will notify the Client as soon as reasonably practicable and the Client will pay reasonable additional Fees where the cause is outside Codelabs' control.

• 8. Fees, taxes and payment

  8.1 Fees and payment milestones are stated in the SOW. Unless stated otherwise: (a) invoices are due within 14 calendar days; (b) deposits and reservation payments are non-cancellable and non-refundable to the extent permitted by law because they reserve capacity and fund mobilisation; and (c) recurring Fees are invoiced in advance.

  8.2 Fees exclude VAT, sales, use, withholding, customs and similar taxes and government charges. The Client must pay applicable taxes other than taxes on Codelabs' net income. If the Client is legally required to withhold an amount, it must: (a) promptly provide a valid official withholding certificate; and (b), except where prohibited by law, gross up the payment so Codelabs receives the amount it would have received without withholding.

  8.3 Pre-approved travel, accommodation, courier, device, media, licence, cloud, app-store and other third-party costs are additional. A third party may change its charges, terms or availability; corresponding Codelabs charges and dependencies may be adjusted on notice.

  8.4 A B2B Client must dispute an invoice in good faith and with reasonable detail within 7 calendar days after receipt, otherwise it is accepted except for a manifest error. The Client must timely pay the undisputed portion. The Client may not withhold, deduct, set off or counterclaim against Fees except as required by final court order or mandatory law.

  8.5 Overdue commercial amounts accrue simple delay interest from the due date until payment at 9% per annum or the maximum lawful rate, whichever is lower. No compound interest is charged. The Client must reimburse reasonable collection, legal and recovery costs to the extent awarded or permitted by law.

  8.6 Codelabs may suspend work, access, hosting, licences and delivery on 5 calendar days' notice if any undisputed amount is overdue. Immediate suspension is permitted for material security, legal or sanctions risk. Suspension does not waive payment obligations or extend warranties, and the Client bears resulting delay, remobilisation and third-party costs.

  8.7 Codelabs may revise recurring Fees on at least 30 days' notice before a renewal or, during a term, to pass through documented third-party cost increases. If a material in-term increase is not accepted, the Client may terminate only the affected recurring Service before the increase takes effect and must pay all amounts accrued and non-cancellable commitments.

• 9. Delivery, review and acceptance

  9.1 Codelabs will notify the Client when a Deliverable is ready for review. The Client must test it against the Acceptance Criteria and either accept it or provide one consolidated written rejection notice within 7 business days, identifying each material non-conformity with reproducible evidence.

  9.2 A Deliverable is accepted on the earliest of: (a) written acceptance; (b) expiry of the review period without a valid rejection; (c) production, commercial or live use; (d) provision to the Client's users or customers; or (e) payment of the corresponding acceptance milestone, other than a payment expressly made under written protest.

  9.3 Minor defects that do not materially prevent the Deliverable from satisfying the Acceptance Criteria do not justify rejection. Codelabs will correct valid material non-conformities and resubmit the Deliverable. This correction and resubmission process is the Client's exclusive acceptance remedy.

  9.4 If no Acceptance Criteria are stated, acceptance is based on material conformity with the express functional description in the SOW. Preferences, newly discovered requirements, changed circumstances and items outside scope are not defects.

• 10. Limited warranty and support

  10.1 For 30 calendar days after acceptance of a custom Deliverable (the “Warranty Period”), Codelabs warrants that it will materially conform to the Acceptance Criteria when used in the agreed environment. The Client must notify Codelabs during the Warranty Period with sufficient reproducible detail.

  10.2 Codelabs' sole obligation and the Client's exclusive remedy for breach of Clause 10.1 is, at Codelabs' option, to: (a) use reasonable efforts to correct the reproducible non-conformity; (b) provide a reasonable workaround; or (c) refund the Fees paid for the materially affected, unusable portion of the Deliverable, after which the Client's right to use that refunded portion ends.

  10.3 The warranty does not cover issues caused by: Client Materials or instructions; use contrary to documentation; unauthorised changes; third-party services or materials; unsupported environments; abnormal loads; connectivity, hosting or infrastructure not managed by Codelabs; failure to install updates; abuse or accident; or a change in law or third-party requirements after delivery.

  10.4 Maintenance, updates, response times, service levels, backups, monitoring and post-warranty support are provided only if expressly purchased. A service credit stated in an SOW is the exclusive remedy for the relevant service-level failure.

• 11. Third-party services, open source and emerging technology

  11.1 Third-Party Materials are governed by their own terms and remain owned by their licensors. The Client authorises Codelabs to accept reasonable third-party terms on the Client's behalf where necessary for the project, provided material paid services are identified to the Client.

  11.2 Codelabs is not responsible for a third party's outage, security incident, pricing, policy, API, algorithm, app-store decision, data, content, discontinuation or change. Codelabs will provide reasonable paid assistance to mitigate such events unless the SOW states otherwise.

  11.3 Open-source components may be included under their applicable licences. If the Client requires a prohibited-licence list or software bill of materials, it must be stated in the SOW.

  11.4 AI and machine-learning outputs may be probabilistic, incomplete or inaccurate and require human review. The Client must not use a Deliverable as the sole basis for decisions producing legal or similarly significant effects unless the SOW expressly provides validated controls for that use.

  11.5 Codelabs will not use Client Confidential Information or Client personal data to train a general-purpose AI model unless the Client expressly agrees in writing. Codelabs may use coding assistants and other controlled tools to provide Services if it applies reasonable contractual, access and security safeguards.

• 12. Intellectual property

  12.1 Each party retains ownership of the intellectual property it owned or developed independently of the Agreement. The Client retains ownership of Client Materials and grants Codelabs and its subcontractors a worldwide, non-exclusive, royalty-free licence during the Agreement to host, reproduce, modify and use Client Materials only as reasonably necessary to perform the Services, exercise rights or comply with law.

  12.2 Codelabs and its licensors retain all rights in Codelabs Materials and Third-Party Materials. No right transfers by implication, estoppel or otherwise.

  12.3 Subject to full and cleared payment of all amounts due under the relevant SOW, Codelabs assigns to the Client the economic rights Codelabs owns in Deliverables expressly identified in that SOW as “Assigned Deliverables.” The assignment is worldwide, for the full legal term of those rights, and covers reproduction, distribution, publication, communication to the public, making available, adaptation, modification, translation and commercial exploitation in all media and formats known on the SOW date, solely to the extent stated and permitted by applicable law. The SOW must identify any materially different purpose, territory, duration or excluded right.

  12.4 To the extent an element embedded in an Assigned Deliverable is a Codelabs Material and is necessary to use that Deliverable, Codelabs grants the Client, upon full payment, a perpetual, worldwide, non-exclusive, non-transferable (except with the Deliverable under Clause 28.2), royalty-free licence to use, execute and reproduce that element only as embedded in and necessary to use the Deliverable. The Client may permit its contractors to exercise this licence solely for the Client and subject to confidentiality and use restrictions.

  12.5 No assignment or licence includes Codelabs' trademarks, business methods, generic know-how, development tools, source libraries, reusable modules, models, algorithms, templates or improvements, except for the limited embedded-use licence in Clause 12.4.

  12.6 Authorship and moral rights remain governed by mandatory law. To the extent legally permitted, Codelabs will obtain appropriate consents from personnel not to assert moral rights in a manner that prevents the Client's authorised use or modification of an Assigned Deliverable. No provision requires a waiver that applicable law prohibits.

  12.7 The Client grants Codelabs a perpetual, worldwide, irrevocable, royalty-free right to use feedback and suggestions that do not disclose Client Confidential Information or personal data.

  12.8 Until full payment, all Deliverables and work product remain Codelabs property and are licensed, if at all, only for internal evaluation. Codelabs may withhold source files, credentials, migration assistance and final production release until full payment.

• 13. Data protection and security

  13.1 Each party will comply with the data-protection laws applicable to its role. For Website data, Codelabs' Privacy Policy applies. If Codelabs processes personal data on the Client's documented instructions, the Client is the controller and Codelabs is the processor unless an SOW or Data Processing Addendum states otherwise.

  13.2 The Client warrants that: (a) it has a lawful basis, notices, consents and permissions for all personal data and instructions; (b) its instructions comply with law; and (c) it will not provide health, biometric, financial, children's or other sensitive data unless expressly authorised in the SOW and protected by an appropriate Data Processing Addendum.

  13.3 Codelabs will apply reasonable technical and organisational measures appropriate to the expressly agreed scope and risk. No system is completely secure; Codelabs does not warrant absolute security.

  13.4 Unless otherwise agreed, the Client is responsible for identity management, end-user permissions, device security, data accuracy, lawful retention, business continuity and backups after delivery. Credentials must be shared through an approved secure method and revoked when no longer needed.

  13.5 Codelabs may process and transfer data through approved affiliates, subcontractors and infrastructure locations reasonably necessary to perform the Services, subject to applicable cross-border transfer requirements and the Data Processing Addendum.

  13.6 Each party will notify the other without undue delay after confirming a personal-data breach affecting data processed under the Agreement and will reasonably cooperate. Notification is not an admission of fault. The Client controls legally required notices concerning Client-controlled data unless law requires Codelabs to notify directly.

  13.7 On termination, Codelabs may delete or return Client personal data in accordance with the SOW, Data Processing Addendum, backup cycles and legal retention duties. Retrieval, conversion and transition work beyond ordinary export functionality is chargeable.

• 14. Confidentiality

  14.1 “Confidential Information” means non-public information disclosed by or for a party that is marked confidential or should reasonably be understood as confidential, including business plans, pricing, security information, source code, credentials, product plans, personal data and the non-public terms of an SOW.

  14.2 The receiving party must: (a) use Confidential Information only for the Agreement; (b) protect it with at least reasonable care; and (c) disclose it only to personnel, professional advisers, affiliates and subcontractors who need it and are bound by confidentiality duties.

  14.3 Confidential Information excludes information the receiving party can document: was lawfully known without restriction; becomes public without breach; is independently developed without use of the information; or is lawfully received from a third party without restriction.

  14.4 A receiving party may disclose information when legally compelled, provided it gives advance notice where lawful and reasonably assists protective efforts at the disclosing party's cost.

  14.5 These duties continue for five years after termination; trade secrets, source code, credentials and personal data remain protected while they retain their confidential or protected status under law. A party may seek urgent injunctive or protective relief for actual or threatened misuse. A mutual Non-Disclosure Agreement is available on request before project details are shared.

• 15. Compliance and prohibited use

  15.1 Each party will comply with applicable anti-bribery, anti-money-laundering, sanctions, export-control, cybersecurity and other mandatory laws relevant to its performance.

  15.2 The Client must not use the Services or Deliverables for unlawful surveillance, unlawful discrimination, infringement, malware, deceptive practices, prohibited content, weapons, sanctions evasion or violation of a person's privacy or other rights.

  15.3 Codelabs may refuse an instruction or suspend affected Services where it reasonably believes performance may violate law, a regulator's direction, sanctions, third-party rights or material security requirements. Codelabs will notify the Client where lawful.

• 16. Publicity and portfolio use

  16.1 Unless the SOW states “No Publicity,” after the Client has publicly launched a Deliverable, Codelabs may identify the Client by name and logo and display non-confidential screenshots and a factual project description in its portfolio, credentials and award submissions. Codelabs will honour a reasonable written request to remove future online use.

  16.2 Neither party may issue a press release implying endorsement or disclose the other's Confidential Information without written consent.

• 17. Client indemnity

  17.1 To the extent permitted by law, the Client will defend, indemnify and hold harmless Codelabs, its affiliates and personnel from third-party claims, damages, liabilities, penalties, costs and reasonable legal fees arising from:

  • Client Materials, Client data or Client instructions;
  • the Client's products, services, business operations or end-user relationship;
  • unlawful, unauthorised or non-compliant use of the Services or Deliverables;
  • the Client's breach of Clauses 6, 13 or 15; or
  • a modification or combination not made or approved by Codelabs,

  except to the extent finally determined to have been caused by Codelabs' breach of the Agreement.

• 18. Codelabs IP indemnity

  18.1 Codelabs will defend a third-party claim against the Client alleging that an Assigned Deliverable created solely by Codelabs infringes that third party's UAE copyright or patent, and will pay damages finally awarded or agreed in a settlement approved by Codelabs.

  18.2 Clause 18.1 does not apply to a claim arising from Client Materials or specifications; Third-Party Materials; use outside the Agreement; modification or combination not made by Codelabs; continued use after notice of a claim; or a failure to use a non-infringing update offered by Codelabs.

  18.3 If a claim is likely, Codelabs may: (a) obtain continued use rights; (b) modify or replace the affected item so it is materially equivalent and non-infringing; or (c) terminate the affected item and refund the Fees paid for it, depreciated on a straight-line basis over 36 months from acceptance. This Clause 18 states the Client's exclusive remedy for third-party IP infringement claims.

• 19. Indemnity procedure

  19.1 An indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's cost, and allow the indemnifying party sole control of the defence and settlement. Delay reduces obligations only to the extent it materially prejudices the defence.

  19.2 The indemnifying party may not settle a claim in a way that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without that party's written consent, not to be unreasonably withheld.

• 20. Disclaimers

  20.1 Except for express warranties in the Agreement and rights that cannot lawfully be excluded, the Website, Services and Deliverables are supplied “as is” and “as available.” All implied warranties, conditions and representations are excluded to the maximum extent permitted by law.

  20.2 Codelabs does not warrant uninterrupted or error-free operation, complete security, compatibility with future technology, regulatory certification, app-store approval, or any particular revenue, saving, traffic, ranking, conversion, funding, adoption or business result.

  20.3 Marketing, analytics, AI, forecasting and recommendation outputs depend on third-party systems, data and changing market conditions. The Client remains responsible for review and decisions.

• 21. Limitation of liability

  21.1 Nothing in the Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability resulting from fraud or gross fault where applicable, or mandatory consumer liability.

  21.2 Subject to Clause 21.1, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, opportunity or business; loss or corruption of data; business interruption; or indirect, incidental, special, punitive or consequential loss, whether arising in contract, harmful act (tort), indemnity or otherwise, even if advised of the possibility.

  21.3 Subject to Clauses 21.1 and 21.4, Codelabs' total aggregate liability arising from an SOW and all related events will not exceed the Fees paid or payable to Codelabs under that SOW during the 12 months immediately preceding the event first giving rise to the claim. If the event occurs before 12 months have elapsed, the cap is the Fees paid or payable from the SOW start date through that event.

  21.4 The exclusions and cap do not limit: (a) the Client's obligation to pay Fees, taxes or third-party commitments; (b) the Client's liability for infringement or misuse of Codelabs Materials; or (c) either party's liability under an express indemnity, except that Codelabs' aggregate liability under Clause 18 is capped at two times the cap in Clause 21.3 to the extent permitted by law.

  21.5 The parties acknowledge that Fees reflect this allocation of risk. Each limitation applies to the maximum extent permitted by law and independently of any exclusive remedy. The Client must take reasonable steps to mitigate loss.

• 22. Suspension and termination

  22.1 Either party may terminate an SOW for material breach if the breach is not cured within 14 calendar days after written notice describing it. No cure period is required for a breach that cannot be cured.

  22.2 Either party may terminate immediately by notice if the other party: becomes insolvent, enters liquidation or ceases business, subject to mandatory insolvency law; commits fraud or serious unlawful conduct relevant to the Agreement; or repeatedly commits material breaches showing an unwillingness or inability to comply.

  22.3 The Client may terminate an SOW for convenience on 30 calendar days' written notice unless the SOW states otherwise. The Client must pay: (a) Fees for work performed through termination; (b) the next unpaid milestone proportionate to completion; (c) all non-cancellable commitments and third-party costs; and (d) reasonable demobilisation and transition charges. Deposits already applied to reserved capacity or work are not refundable to the extent permitted by law.

  22.4 Codelabs may terminate or suspend an SOW on notice for overdue undisputed payment, prolonged inactivity under Clause 6.4, unlawful instructions, or a material security or sanctions risk.

• 23. Consequences of termination

  23.1 On termination: all accrued invoices and amounts under Clause 22.3 become immediately due; each party must cease unauthorised use of the other's materials; and Codelabs may disable access after a reasonable export period, except where immediate suspension is permitted.

  23.2 After full payment, Codelabs will provide completed and paid-for Deliverables in the agreed format. Drafts, rejected concepts, internal tools, development environments and unpaid work are not Deliverables and need not be supplied.

  23.3 Transition, migration, data export, knowledge transfer and assistance are provided only if requested, technically available and paid at Codelabs' then-current rates. Codelabs may require advance payment.

  23.4 Clauses which by nature should survive do survive, including payment, IP, confidentiality, data return/deletion, indemnities, liability, dispute resolution and general provisions.

• 24. Non-solicitation

  24.1 For the term of an SOW and 12 months after it ends, neither party will knowingly solicit for employment an employee of the other who was materially involved in the Services, except through a general public recruitment campaign not targeted at that employee. This clause applies only to the extent permitted by law and does not restrict an individual's freedom to work.

• 25. Force majeure

  25.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome, including natural disaster, war, civil disorder, epidemic, government action, utility or internet failure, cyberattack by a third party despite reasonable safeguards, labour disruption, or critical supplier/platform failure (“Force Majeure”).

  25.2 The affected party must notify the other, use reasonable efforts to mitigate, and resume performance when practicable. Payment obligations for Services already performed are not excused. If Force Majeure materially prevents an affected Service for more than 45 consecutive days, either party may terminate that Service on notice; the Client must pay accrued Fees and non-cancellable commitments.

• 26. Consumer rights

  26.1 If the Client is a “consumer” under mandatory UAE consumer-protection law, the Agreement is subject to those mandatory rights. Any provision that conflicts with a non-waivable consumer right is modified only to the minimum extent required, and the remaining provisions continue to apply.

  26.2 Nothing in these Terms removes a consumer's mandatory rights relating to accurate information, service quality, invoices, complaints, refunds, remedies, privacy or competent authorities and courts.

  26.3 Provisions expressly limited to a “B2B Client” apply only where the Client acquires Services for business or professional purposes.

• 27. Governing law and disputes

  27.1 The Agreement and any non-contractual obligation arising from it are governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Sharjah, without applying conflict-of-law rules that would select another law.

  27.2 Before filing a claim, a party must give written notice describing the dispute. Project managers will attempt resolution for 10 business days, after which a senior representative of each party will attempt resolution for a further 10 business days. This clause does not prevent urgent interim or protective relief, debt recovery, preservation of evidence or action needed to avoid expiry of a legal time limit.

  27.3 Subject to mandatory consumer jurisdiction and mandatory rules allocating court jurisdiction, the competent courts of Sharjah, United Arab Emirates have exclusive jurisdiction. An SOW may instead expressly require arbitration and must then state the institution, rules, seat, language and number of arbitrators.

• 28. General provisions

  • 28.1 Independent contractors. The parties are independent contractors. The Agreement does not create employment, agency, partnership, fiduciary duty, franchise or joint venture. Neither party may bind the other.
  • 28.2 Assignment. The Client may not assign, transfer or novate the Agreement without Codelabs' written consent, not to be unreasonably withheld for a transfer of the Client's entire relevant business to a solvent successor that assumes all obligations. Codelabs may assign or novate the Agreement to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of the relevant business, on notice. Any other attempted assignment is ineffective to the extent permitted by law.
  • 28.3 Notices. Legal notices must be in writing and delivered by courier to the registered address or by email to the notice address in the SOW. Notices to Codelabs must be sent to [email protected]. Email notice is received on the next business day after transmission unless the sender receives a delivery-failure message. Routine project communications may use the agreed project tools.
  • 28.4 Entire agreement and reliance. The Agreement is the entire agreement about its subject and supersedes prior proposals, discussions and representations. Each party confirms it relies on the written Agreement, without limiting liability for fraud.
  • 28.5 Amendments. An accepted SOW may be amended only in a writing approved by authorised representatives. Codelabs may update Website terms prospectively by posting a revised date. Updated terms do not amend an existing SOW unless: (a) the parties agree; (b) the SOW renews and the update was notified before renewal; or (c) a change is reasonably required by law, in which case Codelabs will give notice where practicable.
  • 28.6 Severability and lawful adjustment. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and, if necessary, modified as closely as possible to its commercial purpose. The remainder continues in effect.
  • 28.7 No waiver. A waiver must be in writing and applies only to the stated instance. Delay or partial exercise of a right is not a waiver. Rights and remedies are cumulative unless expressly exclusive.
  • 28.8 Third-party rights. Except for indemnified persons under Clauses 17 and 18, no person other than the parties has a right to enforce the Agreement.
  • 28.9 Interpretation. “Including” means “including without limitation.” Headings do not affect interpretation. A reference to writing includes email and legally recognised electronic records. A party includes permitted successors and assigns. No presumption applies against a party because it drafted a provision.
  • 28.10 Counterparts and language. An SOW may be signed in counterparts and electronically. If the Agreement is issued in English and Arabic, the English version governs between the parties to the extent legally permitted, unless mandatory law requires otherwise or the SOW expressly states that the Arabic version governs. The Arabic text of mandatory UAE law prevails for legal interpretation.

• 29. Contact and complaints

  Questions, legal notices and complaints may be sent to:

  CodeLabs LLC
  Trade licence: 2541506.01; formation number: 2541506
  Licensed by: Sharjah Media City Free Zone Authority (SHAMS)
  Registered office: Sharjah Media City, Sharjah, United Arab Emirates
  Email: [email protected]
  Telephone: +971 52 668 4165

  Where mandatory consumer law applies, a consumer may also contact the competent UAE consumer-protection authority.