STANDARD TERMS AND CONDITIONS OF SALE

1. 1. PURPOSE OF THE AGREEMENT
2. This Agreement establishes the general legal and commercial framework under which Maze Tech may provide technology, software, consulting, implementation, development, integration, hosting, support, artificial intelligence, ERP, Odoo, IT, telecommunications, call-center, automation and related professional services to the Client.
3. Individual projects shall be governed by one or more Statements of Work ("SOW"), quotations, proposals, purchase orders accepted by Maze Tech, or other written project documents.
4. 2. CONTRACT DOCUMENTS
5. The contractual relationship may consist of:
   1. This Master Services Agreement;
   2. Statement of Work;
   3. Accepted quotation or proposal;
   4. Service Level Agreement;
   5. Data Processing Agreement;
   6. Non-Disclosure Agreement;
   7. Change Requests;
   8. Other written amendments signed or accepted by authorized representatives.

If there is a conflict between documents, the following order of precedence shall apply unless expressly stated otherwise:

1. Signed amendment

2. Statement of Work

3. Data Processing Agreement

4. SLA

5. Master Services Agreement

6. Accepted quotation/proposal

7. Purchase Order, only to the extent expressly accepted by Maze Tech

Client purchase-order terms shall not modify this Agreement unless expressly accepted in writing by an authorized representative of Maze Tech.

3. SERVICES

Maze Tech may provide services including, without limitation:

6. • Odoo ERP implementation;
   • Odoo customization and development;
   • Odoo migration and upgrade;
   • ERP consulting;
   • Software development;
   • Web applications;
   • Mobile applications;
   • Websites;
   • E-commerce;
   • CRM systems;
   • AI solutions;
   • Automation;
   • API integration;
   • WhatsApp and communication integrations;
   • Cloud and hosting services;
   • Managed IT services;
   • Call-center solutions;
   • Telephony and PBX integration;
   • Data migration;
   • Technical support;
   • Maintenance;
   • Training;
   • Technology consulting;
   • Digital transformation services.

The exact services shall be defined in the applicable SOW.

4. NO IMPLIED SERVICES

Maze Tech shall not be obligated to provide any service, feature, integration, customization, report, migration, training, support, license, infrastructure or deliverable that is not expressly included in the applicable SOW or quotation.

Any additional requirement shall be treated as a Change Request.

5. STATEMENT OF WORK

Each SOW shall specify, where applicable:

7. • Project name;
   • Scope;
   • Deliverables;
   • Functional requirements;
   • Technical requirements;
   • Assumptions;
   • Responsibilities;
   • Timeline;
   • Milestones;
   • Fees;
   • Payment schedule;
   • Acceptance criteria;
   • Warranty;
   • Support;
   • Third-party dependencies.

The SOW shall become binding when accepted by the Parties through signature, electronic acceptance, email confirmation, purchase order accepted by Maze Tech, payment, or commencement of the relevant work.

6. CHANGE REQUESTS

The Client may request changes to the agreed Scope.

Maze Tech shall determine whether the requested change:

8. 1. Is included within the existing Scope; or
   2. Constitutes additional work.

A Change Request may result in:

9. • Additional fees;
   • Additional development time;
   • Additional resources;
   • Revised delivery dates;
   • Revised testing requirements;
   • Revised support obligations.

Maze Tech shall not be required to implement additional work until the applicable Change Request has been approved, unless Maze Tech voluntarily begins such work.

7. SCOPE CREEP

Any requirement introduced after approval of the Scope that changes, expands, replaces or materially modifies the agreed requirements shall be considered additional work.

The following may constitute Scope Changes:

10. • New features;
    • New modules;
    • New reports;
    • Additional integrations;
    • Additional user roles;
    • New platforms;
    • Additional APIs;
    • New business workflows;
    • New languages;
    • Additional data migration;
    • Design changes after approval;
    • Changes requested after development;
    • Changes requested after acceptance testing;
    • Additional training;
    • Additional environments.

8. CLIENT RESPONSIBILITIES

The Client shall:

11. 1. Provide accurate and complete information;
    2. Provide timely access to required systems;
    3. Provide required credentials;
    4. Provide required content and data;
    5. Appoint an authorized project representative;
    6. Provide timely decisions and approvals;
    7. Ensure availability of relevant employees;
    8. Maintain required third-party subscriptions;
    9. Obtain necessary licenses and permissions;
    10. Ensure the legality of Client-provided data;
    11. Maintain backups unless expressly included in Maze Tech's services;
    12. Cooperate in testing and acceptance.

9. CLIENT DELAYS

Any delay caused by the Client, its personnel, representatives, suppliers, contractors, or third-party providers may result in a corresponding extension of the delivery schedule.

Maze Tech shall not be responsible for delays resulting from:

12. • Late approvals;
    • Missing information;
    • Delayed access;
    • Delayed payments;
    • Delayed content;
    • Third-party dependencies;
    • Client-side infrastructure;
    • Client-requested changes;
    • Unavailability of Client personnel.

10. PROJECT TIMELINE

Project dates are based on the assumptions contained in the applicable SOW.

Unless expressly guaranteed in writing, project dates are estimated target dates.

Where Client dependencies are delayed, Maze Tech may reasonably revise the delivery schedule.

11. FEES

Fees shall be stated in the applicable quotation, SOW, proposal or order.

Unless otherwise stated:

13. • Fees are exclusive of applicable taxes;
    • Third-party fees are excluded;
    • Licenses and subscriptions are excluded;
    • Hosting costs are excluded;
    • Government fees are excluded;
    • Bank charges are excluded;
    • International transfer charges are excluded.

12. PAYMENT

The Client shall pay Maze Tech according to the agreed payment schedule.

Payment shall be made through the bank account or payment method officially designated by Maze Tech.

The Client shall not make payments to employees, developers, contractors or other individuals unless expressly authorized in writing by Maze Tech.

13. PAYMENT MILESTONES

Where milestone payments apply, each milestone shall become due according to the agreed SOW.

Unless otherwise stated, payment for a milestone shall not be conditional upon completion of unrelated future milestones.

14. LATE PAYMENT

If any undisputed amount remains unpaid after its due date, Maze Tech may, subject to applicable law and contractual notice requirements:

14. • Issue a payment notice;
    • Suspend development;
    • Suspend deployment;
    • Suspend support;
    • Suspend non-essential services;
    • Delay delivery;
    • Restrict access to services where contractually permitted;
    • Terminate the relevant SOW following applicable notice.

Suspension resulting from Client non-payment shall not constitute a breach by Maze Tech.

15. NO SET-OFF

To the extent permitted by applicable law, the Client shall not deduct, set off or withhold amounts due to Maze Tech against unrelated claims unless expressly agreed in writing.

16. TAXES

Each Party shall be responsible for taxes imposed upon it by applicable law.

Unless expressly stated otherwise, quoted prices do not include VAT or similar taxes.

For international transactions, withholding taxes and similar deductions shall be handled according to applicable law and the relevant SOW.

17. THIRD-PARTY SERVICES

Maze Tech may depend upon third-party services including:

15. • Odoo;
    • Odoo Enterprise;
    • Odoo.sh;
    • Google;
    • Microsoft;
    • Meta;
    • WhatsApp;
    • Cloud providers;
    • Hosting providers;
    • SMS providers;
    • Telecom operators;
    • Payment gateways;
    • AI providers;
    • API providers;
    • Domain providers;
    • Open-source software.

Maze Tech does not control third-party services.

Accordingly, Maze Tech shall not be responsible for third-party:

16. • Downtime;
    • Pricing changes;
    • Policy changes;
    • Account restrictions;
    • API changes;
    • Service suspension;
    • Security incidents;
    • Data loss;
    • Feature removal;
    • Licensing changes.

18. ODOO SERVICES

Where the project includes Odoo:

17. 1. Odoo licensing remains subject to Odoo's terms;
    2. Odoo subscription fees are separate unless expressly included;
    3. Odoo Enterprise licensing is separate unless stated otherwise;
    4. Odoo.sh or hosting fees are separate unless included;
    5. Third-party Odoo modules remain subject to their own licensing;
    6. Migration depends upon source-system accessibility and compatibility;
    7. Customizations are governed by the SOW;
    8. Maze Tech is not responsible for changes made directly by Odoo or third-party modules.

19. SOFTWARE DEVELOPMENT

For custom software projects, the Client acknowledges that software development is an iterative technical process.

Maze Tech shall develop according to the approved requirements.

Any requirement not included in the approved specifications shall be treated as additional work.

20. ACCEPTANCE

Where acceptance testing applies, Maze Tech shall provide the applicable deliverable for Client review.

The Client shall identify material defects within the period specified in the SOW.

The Client's failure to provide specific written objections within the agreed acceptance period may constitute acceptance where expressly provided in the SOW.

Use of a deliverable in production may also constitute acceptance of that deliverable, subject to applicable contractual provisions.

21. DEFECTS

A defect means a reproducible failure of a deliverable to materially conform to the agreed written specifications.

The following shall not constitute defects:

18. • New requirements;
    • Change requests;
    • Third-party failures;
    • Incorrect Client data;
    • Client configuration errors;
    • Unauthorized modifications;
    • Unsupported environments;
    • Issues caused by Client infrastructure;
    • Issues caused by third-party software.

22. WARRANTY

Unless otherwise stated in the SOW, Maze Tech shall provide a limited warranty for qualifying deliverables.

The warranty shall cover material defects attributable to Maze Tech's implementation.

The warranty shall not cover:

19. • New features;
    • Scope changes;
    • Third-party services;
    • Client modifications;
    • Unsupported environments;
    • Security incidents caused by Client credentials;
    • Incorrect Client data;
    • Changes to third-party APIs;
    • Problems caused by unauthorized intervention.

23. SUPPORT AND MAINTENANCE

Support and maintenance shall be provided only to the extent included in the applicable SLA, SOW or support agreement.

Support outside agreed working hours may be charged separately.

Response time does not necessarily mean resolution time.

24. SOURCE CODE

Ownership and delivery of source code shall be governed by the applicable SOW.

Unless expressly agreed otherwise:

20. • Maze Tech retains ownership of its pre-existing code;
    • Maze Tech retains ownership of reusable frameworks and components;
    • Maze Tech retains ownership of internal tools;
    • Third-party components remain owned by their respective owners.

Any agreed transfer of Client-specific source code may be conditional upon full payment of all amounts due.

25. INTELLECTUAL PROPERTY

Each Party retains ownership of intellectual property owned before the relevant project.

Maze Tech retains ownership of:

21. • Frameworks;
    • Libraries;
    • Generic modules;
    • Templates;
    • Scripts;
    • Development tools;
    • Reusable components;
    • Methodologies;
    • Know-how;
    • Architecture patterns;
    • Generic AI workflows;
    • Generic automation components.

Client-specific IP shall be handled according to the applicable SOW.

26. LICENSE TO CLIENT

Where Maze Tech grants the Client a license rather than transferring ownership, the license shall be:

22. • Limited to the agreed purpose;
    • Subject to payment;
    • Non-transferable unless otherwise agreed;
    • Non-exclusive unless expressly stated;
    • Subject to applicable third-party licenses.

27. CONFIDENTIALITY

Each Party shall protect the other's Confidential Information.

Confidential Information includes technical, financial, commercial, operational, security, customer, employee, source-code and business information.

Confidentiality obligations shall survive termination of this Agreement.

28. DATA PROTECTION

Each Party shall comply with applicable data-protection laws.

Where Maze Tech processes personal data on behalf of the Client, the Parties may execute a separate Data Processing Agreement.

The Egyptian Personal Data Protection Law No. 151 of 2020 and its applicable regulations shall be considered where Egyptian data processing is involved. The relevant regulatory framework has also developed through Executive Regulation No. 816 of 2025.

29. CLIENT DATA

The Client retains ownership of its business data.

The Client grants Maze Tech the limited rights required to provide the contracted services.

The Client represents that it has lawful authority to provide such data.

30. SECURITY

Each Party shall maintain reasonable security controls appropriate to the nature of the services.

The Client is responsible for:

23. • User access;
    • Passwords;
    • Administrator accounts;
    • Internal permissions;
    • Employee access;
    • Client-owned infrastructure.

31. BACKUPS

Unless expressly included, backup services are the Client's responsibility.

Where Maze Tech provides backup services, the backup frequency, retention and restoration procedures shall be defined separately.

32. ARTIFICIAL INTELLIGENCE

AI services may produce outputs that require human review.

Maze Tech does not guarantee that AI-generated results will always be accurate or complete.

The Client remains responsible for reviewing AI outputs before using them in material business, legal, financial, regulatory or other high-impact decisions.

Third-party AI providers may apply their own terms.

33. CLIENT CONTENT

The Client is responsible for the legality and ownership of all materials supplied to Maze Tech.

The Client shall not provide content that violates applicable law or third-party rights.

34. THIRD-PARTY CLAIMS

Each Party shall be responsible for third-party claims arising from its own:

24. • Breach;
    • Fraud;
    • Willful misconduct;
    • Violation of law;
    • Infringement;
    • Unauthorized use of third-party materials.

Detailed indemnification provisions may be included in the relevant SOW or agreement.

35. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Maze Tech shall not be liable for indirect, incidental, special, consequential or loss-of-profit damages.

Unless otherwise agreed in writing and to the extent legally permissible, Maze Tech's aggregate contractual liability shall not exceed the fees actually paid to Maze Tech for the specific services giving rise to the claim during the relevant contractual period.

Nothing in this Agreement excludes liability that cannot lawfully be excluded.

36. BUSINESS RESULTS

Maze Tech provides technology and professional services.

Unless expressly guaranteed in writing, Maze Tech does not guarantee:

25. • Revenue;
    • Profit;
    • Sales;
    • Leads;
    • Customer acquisition;
    • Search rankings;
    • Marketing results;
    • Investment returns;
    • Specific business outcomes.

37. FORCE MAJEURE

Neither Party shall be liable for failure or delay caused by events beyond its reasonable control, including:

26. • Natural disasters;
    • War;
    • Civil disturbance;
    • Government actions;
    • Internet failures;
    • Telecom failures;
    • Cloud outages;
    • Cyber incidents beyond reasonable control;
    • Power failures;
    • Third-party failures;
    • Regulatory restrictions.

38. TERMINATION

Either Party may terminate an SOW or this Agreement where:

27. 1. The other Party materially breaches the Agreement and fails to remedy the breach within the applicable notice period;
    2. The Client fails to pay undisputed amounts;
    3. Continued performance becomes unlawful;
    4. The applicable SOW provides a termination right;
    5. The Parties mutually agree.

39. TERMINATION FOR CONVENIENCE

Where the SOW permits termination for convenience, the terminating Party shall comply with the notice period and financial obligations specified therein.

Unless otherwise agreed, termination shall not eliminate payment obligations for work already completed or third-party commitments already incurred.

40. EFFECT OF TERMINATION

Upon termination:

28. • Outstanding amounts become payable;
    • Access may be revoked;
    • Company property shall be returned;
    • Confidential information shall be handled according to the Agreement;
    • Licenses shall continue or terminate according to their terms;
    • Completed deliverables shall be handled according to the payment and IP provisions.

41. CLIENT CANCELLATION

If the Client cancels a project after work has commenced, the Client shall remain responsible for:

29. • Completed work;
    • Approved milestones;
    • Approved Change Requests;
    • Non-refundable third-party fees;
    • Committed resources where contractually agreed;
    • Other amounts legally due.

42. EMPLOYEES AND SUBCONTRACTORS

Maze Tech may use qualified employees, contractors and subcontractors.

Maze Tech shall remain responsible for its contractual obligations, subject to the terms of the applicable SOW.

43. NON-SOLICITATION

To the extent permitted by applicable law and expressly agreed in the applicable contract, the Client shall not intentionally solicit or directly employ Maze Tech personnel assigned to the Client's project during the project and for the agreed restricted period after completion.

Any applicable recruitment or transfer fee shall be stated expressly in the relevant agreement.

44. INDEPENDENT CONTRACTOR

The Parties are independent contracting parties.

Nothing in this Agreement creates:

30. • Partnership;
    • Joint venture;
    • Employment;
    • Agency;
    • Franchise;
    • Fiduciary relationship.

Neither Party may bind the other without written authorization.

45. AUTHORIZED REPRESENTATIVES

Each Party shall nominate authorized representatives.

Instructions, approvals and decisions issued by authorized representatives may be relied upon by the other Party.

46. ELECTRONIC COMMUNICATIONS

The Parties may use email, project-management systems, electronic signatures, customer portals and other agreed electronic communications.

Electronic communications may constitute evidence of approvals and instructions to the extent permitted by applicable law.

47. INTERNATIONAL CLIENTS

For international projects:

31. • Currency shall be stated in the SOW;
    • Taxes shall be allocated according to the applicable agreement and law;
    • Bank fees shall be borne as agreed;
    • Cross-border data processing shall comply with applicable requirements;
    • The applicable governing law shall be expressly identified.

48. EXPORT, SANCTIONS AND COMPLIANCE

Each Party shall comply with applicable sanctions, export-control, anti-money-laundering and other mandatory regulations relevant to its activities.

Maze Tech may refuse or suspend a transaction where continuing the transaction would reasonably expose it to legal or regulatory risk.

49. ANTI-BRIBERY

Neither Party shall offer, promise, authorize or provide an unlawful payment, kickback or benefit to influence a business decision.

50. PUBLICITY

Unless otherwise agreed in writing, Maze Tech may identify the Client as a customer and may use the Client's name and logo in its portfolio.

No confidential information shall be disclosed without authorization.

51. ASSIGNMENT

Neither Party may assign this Agreement without prior written consent, except where permitted by the Agreement or applicable law, including certain corporate restructuring or acquisition transactions.

52. SUBCONTRACTING

Maze Tech may subcontract part of the services where reasonably necessary.

Maze Tech shall remain responsible for its contractual obligations, subject to applicable law.

53. RECORDS

Maze Tech may maintain records relating to:

32. • Contracts;
    • Payments;
    • Communications;
    • Project approvals;
    • Technical activities;
    • Support tickets;
    • Change Requests;
    • Acceptance;
    • Security and compliance.

54. AUDIT AND VERIFICATION

Where reasonably necessary for contractual, security or compliance purposes, the Parties shall cooperate in verifying information relevant to the services, subject to confidentiality and data-protection obligations.

55. SEVERABILITY

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain effective to the maximum extent permitted by law.

56. NO WAIVER

Failure to enforce any provision shall not constitute a waiver of future enforcement.

57. ENTIRE AGREEMENT

This Agreement and the documents incorporated into it constitute the entire agreement regarding the relevant services and supersede prior discussions concerning the same subject matter.

58. AMENDMENTS

Any amendment to this Agreement shall be made in writing and approved by authorized representatives, unless the applicable SOW provides another valid electronic acceptance method.

59. GOVERNING LAW

For agreements primarily performed in Egypt, this Agreement shall be governed by the laws of the Arab Republic of Egypt, subject to mandatory applicable law.

For international transactions, the governing law shall be specified in the relevant SOW or contract.

60. DISPUTE RESOLUTION

The Parties shall first attempt to resolve disputes amicably through authorized representatives.

If no settlement is reached, the dispute shall be referred to the competent forum specified in the applicable contract.

For Egypt-based contracts, the Parties may agree to the competent Egyptian courts.

For international contracts, Maze Tech may use a separate arbitration clause specifying the seat, rules, language and applicable law.

61. NOTICES

Formal notices shall be sent to the legal or contractual addresses specified by the Parties.

Email notices may be valid where expressly permitted by the applicable Agreement.

62. LANGUAGE

This Agreement may be executed in Arabic and/or English.

Where both versions are executed, the governing version shall be expressly identified.

63. SURVIVAL

The following provisions shall survive termination to the extent applicable:

33. Payment;
34. Confidentiality;
35. Intellectual Property;
36. Data Protection;
37. Limitation of Liability;
38. Indemnification;
39. Dispute Resolution;
40. Governing Law;
41. Any provision intended by its nature to survive termination.