Terms of
Service.

These Terms of Service ("Terms") govern your engagement with RESA ("RESA", "we", "us") for software design, engineering, and delivery services. By entering into a Statement of Work, Master Services Agreement, or any contract referencing these Terms, you ("Client") agree to be bound by them in full.

RESA provides custom software development, product design, technical strategy, cloud infrastructure, and team augmentation services as described in individual Statements of Work (SOWs). Each SOW is incorporated into and governed by these Terms and supersedes any conflicting terms on purchase orders or vendor portals.

We reserve the right to subcontract portions of the work to vetted partners. Where a Client has confidentiality requirements that preclude subcontracting, this must be stated explicitly in the SOW.

Invoices are payable within 30 days of receipt unless otherwise stated in the SOW. Late payments accrue interest at 1.5% per month (18% per annum) from the due date. RESA may suspend all work on accounts with balances outstanding beyond 30 days past due without further notice.

All fees are exclusive of applicable taxes, VAT, duties, and similar charges, which remain the sole responsibility of the Client. RESA will invoice in the currency specified in the SOW.

Upon receipt of full and final payment, RESA assigns to Client all rights, title, and interest in custom deliverables created specifically for Client under a SOW ("Work Product"). RESA retains ownership of all pre-existing tools, frameworks, libraries, methodologies, design systems, and general know-how ("RESA IP"). Client receives a non-exclusive, perpetual, royalty-free licence to use RESA IP embedded within the Work Product solely for Client's internal business purposes.

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same care it uses to protect its own confidential information, but no less than reasonable care. Neither party will disclose Confidential Information to third parties without prior written consent. This obligation survives termination for five (5) years.

RESA may reference Client's name, logo, and general project category in our portfolio and case studies unless Client provides written opt-out notice within 30 days of project completion.

To the maximum extent permitted by applicable law, RESA's total cumulative liability for any and all claims arising out of or related to these Terms or any SOW shall not exceed the total fees paid by Client to RESA in the three (3) calendar months immediately preceding the event giving rise to the claim.

RESA shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including lost profits, loss of data, or business interruption, however caused and regardless of theory of liability, even if RESA has been advised of the possibility of such damages.

Either party may terminate a SOW by providing 30 days' written notice to the other party. Upon termination for any reason, Client shall pay for all work completed and expenses incurred to the effective date of termination, plus reasonable wind-down costs documented by RESA. RESA will deliver all completed Work Product upon receipt of final payment.

RESA may terminate immediately for cause if Client materially breaches these Terms and fails to cure such breach within 10 days of written notice.

These Terms are governed by the laws of the Arab Republic of Egypt, without regard to conflict of law principles. The parties will attempt in good faith to resolve any dispute through negotiation. Failing that, disputes shall be submitted to the competent courts of Egypt, or to arbitration where the parties have agreed to it in writing in the applicable statement of work. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.