General Terms and Conditions of Sale

Last updated: 22 June 2026

These General Terms and Conditions of Sale (the "GTCS") govern the services provided by SoraTech ("SoraTech", "we", "our" or "us") to its professional clients (the "Client"). They apply to any order of service, to the exclusion of any other document, unless expressly agreed otherwise in writing. They complement, without replacing, our General Terms of Use and our Privacy Policy. The signature of an estimate, the acceptance of a commercial proposal or any commencement of execution implies full and unreserved acceptance of these GTCS.

1. Object and nature of the services

SoraTech provides software development services (web and mobile), process automation and industrialization, and artificial intelligence integration, as well as associated consulting, design, integration, maintenance and support services (the "Services").

The scope, deliverables, schedule and price of each mission are defined in an estimate or a commercial proposal (the "Estimate") established at the end of a scoping phase. The Estimate, once accepted, prevails over these GTCS for the mission concerned in case of contradiction.

2. Scoping and definition of deliverables

Every mission begins with a scoping phase aimed at analyzing the Client's needs, defining the functional scope, identifying the tasks to be automated and determining the expected deliverables. At the end of the scoping, the tasks are weighted and an amount is associated with each of them in the Estimate. The Client acknowledges that the quality of the result depends on the accuracy and completeness of the information, access and resources they provide.

3. Delivery commitment

SoraTech endeavors to deliver the first automated process in production within an indicative period of 30 days from the validation of the scoping and the provision by the Client of the necessary access, data and resources. The announced deadlines are given for information purposes only; any delay attributable to the Client (lack of response, validation, access or content) or to a third party suspends the count accordingly. A reasonable delay cannot give rise to cancellation of the order or to compensation.

4. Pricing and payment terms

4.1 Payment by delivery milestone

SoraTech's remuneration is based on delivery milestones: each automated task put into production and validated by the Client gives rise to the payment of the amount allocated to it in the scoping. The remuneration is not indexed on hours worked nor on gains made by the Client (for example, saved hours or costs), the latter depending on the level of adoption and factors specific to the Client that SoraTech does not control.

4.2 Validation and billing of milestones

A milestone is deemed validated when the corresponding deliverable is put into production and accepted by the Client. In the absence of reasoned feedback from the Client within five (5) business days following the provision, the milestone is deemed accepted. Each validated milestone is invoiced at the rate agreed upon in the Estimate.

4.3 Price

Prices are expressed in the currency indicated in the Estimate and exclusive of taxes, unless stated otherwise; any applicable tax, duty or levy is the responsibility of the Client. Prices may be revised for any service not yet engaged or for any request outside of the scope.

5. Payment conditions

Unless otherwise stipulated in the Estimate, invoices are payable within thirty (30) days from their issue date, by bank transfer. Any late payment may result, after an unsuccessful formal notice, in the suspension of current Services and the application of late payment interest at the applicable legal rate, without prejudice to other rights of SoraTech. An advance or down payment may be requested upon ordering, in accordance with the terms specified in the Estimate.

6. Obligations of the Client

The Client undertakes to:

  • collaborate actively and designate a contact person with decision-making power;

  • provide in a timely manner all information, content, access, credentials and resources necessary for the execution of the Services;

  • validate deliverables and milestones within the agreed deadlines;

  • ensure that they hold the rights to the data, content and systems entrusted to SoraTech;

  • pay the amounts due on the agreed dates.

The Client is solely responsible for the use of the deliverables and their suitability for their needs once put into production.

7. Obligation of SoraTech and warranty

SoraTech is bound by an obligation of means and undertakes to perform the Services with professionalism and in accordance with professional practices. SoraTech does not guarantee a quantified result (gains, savings, commercial performance), as these depend on factors specific to the Client. SoraTech will correct, within a reasonable timeframe, any non-conformities of a deliverable in relation to the Estimate that are reported to it in writing during the agreed warranty period. Excluded from the warranty are anomalies resulting from a modification, misuse, intervention by a third party, or a change in the Client's technical environment subsequent to delivery.

8. Maintenance and updates

Any service of maintenance, support or update subsequent to delivery is the subject of a separate agreement (package, subscription or new Estimate). Otherwise, any request outside of the scope is treated as a new mission and gives rise to an additional Estimate.

9. Intellectual property

Unless otherwise stipulated in the Estimate, specific deliverables custom-developed for the Client are transferred to them after full payment of the sums due for the mission concerned.

SoraTech retains ownership of its know-how, methods, tools, generic components, libraries, frameworks and pre-existing or reusable building blocks (the "SoraTech Elements"). SoraTech grants the Client, on these Elements incorporated into the deliverables, a non-exclusive, worldwide and perpetual license of use within the framework of the exploitation of the deliverables.

Third-party components and open source software integrated remain subject to their own licenses. The Client authorizes SoraTech to mention the mission as a commercial reference, unless they object in writing.

10. Confidentiality

Each party undertakes to keep confidential the non-public information received from the other in connection with the mission and to use it only for the performance thereof. This obligation remains during the course of the mission and for three (3) years after its completion. Excluded are public information, already known, independently developed, or the disclosure of which is required by law.

11. Personal Data

When SoraTech processes personal data on behalf of the Client as part of a Service, it acts as a processor and in accordance with the Client's instructions and applicable legislation. The processing of data by SoraTech for its own needs is described in our Privacy Policy.

12. Liability

SoraTech can only be held liable for direct and proven damages resulting from an established fault in the execution of the Services. In no event shall SoraTech be liable for indirect or consequential damages, including loss of revenue, profit, data, business or customers, or commercial prejudice. In any event, and to coordinates permitted by law, the total liability of SoraTech, for all causes combined, is limited to the total amount actually paid by the Client for the mission that gave rise to the damage.

13. Suspension and termination

In the event of a breach by a party of its obligations, unresolved within fifteen (15) days after written notice, the other party may terminate the mission by operation of law. SoraTech may suspend the Services in the event of non-payment or lack of cooperation from the Client. In the event of termination, Services performed and milestones validated up to the effective date remain payable.

14. Force majeure

Neither party can be held responsible for a failure resulting from an event of force majeure or an event beyond its reasonable control. Affected obligations are suspended for the duration of the event; if it extends beyond thirty (30) days, each party may terminate the mission without compensation.

15. Independence of the parties

SoraTech operates as an independent service provider. These GTCS do not create any relationship of subordination, partnership, joint venture or agency between the parties.

16. Severability and waiver

If any provision of these GTCS is held to be invalid or unenforceable, the remaining provisions shall remain in force. The failure of SoraTech to enforce any right does not constitute a waiver of that right.

17. Entire agreement

The accepted Estimate and these GTCS (as well as the documents to which they refer) constitute the entire agreement between the parties relating to the mission and replace any previous exchange or agreement on the same subject.

18. Governing law and jurisdiction

These GTCS are governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, without regard to conflict of law principles. Any dispute relating to their validity, interpretation or execution shall be submitted to the exclusive jurisdiction of the competent courts of the Emirate of Dubai, United Arab Emirates.

19. Contact

For any question relating to these GTCS: contact@sorasolutions.tech.