Vendor Terms

Shaima Info Tech - Vendor Terms and Conditions Last Updated: October 2025 These Vendor Terms and Conditions (the "Vendor Terms") govern the relationship between Shaima Info Tech ("Client," "we," "us," or "our") and any entity or individual providing services, goods, or consulting to the Client ("Vendor," "you," or "your"). These Vendor Terms are incorporated by reference into any Statement of Work (SOW), Purchase Order (PO), or other written agreement executed between the Client and the Vendor (collectively, the "Agreement"). 1. Scope of Work and Performance 1.1 Services The Vendor agrees to provide the services and/or goods ("Services") as detailed in the applicable SOW or PO. The Vendor shall perform the Services in a professional manner, utilizing personnel who possess the requisite skills, experience, and qualifications. 1.2 Timeline and Deliverables The Vendor must meet all deadlines and delivery schedules specified in the Agreement. Time is of the essence for all agreed-upon deadlines. If the Vendor anticipates any delay, they must notify the Client immediately in writing. 1.3 Independent Contractor Status The Vendor is an independent contractor. Nothing in these Vendor Terms or any Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties. The Vendor is solely responsible for all taxes, insurance, and benefits for its personnel. 2. Compensation and Invoicing 2.1 Fees and Expenses The Client agrees to pay the Vendor the fees specified in the Agreement. Unless otherwise agreed, the Vendor is responsible for all operating costs and expenses associated with providing the Services. 2.2 Invoicing All invoices must reference the corresponding PO or SOW number. Invoices must be submitted upon completion of milestones or according to the billing schedule outlined in the Agreement. 2.3 Payment Terms The Client's standard payment terms are Net 30 days from the date of receipt of a correct and undisputed invoice, unless otherwise specified in the Agreement. 3. Confidentiality and Data Security 3.1 Confidential Information "Confidential Information" includes all non-public information, data, trade secrets, business plans, and intellectual property disclosed by the Client to the Vendor. The Vendor agrees to use the Confidential Information solely for the purpose of providing the Services and to protect it using the same degree of care, but no less than a reasonable degree of care, as they use to protect their own similar information. 3.2 Security Measures The Vendor must implement and maintain adequate administrative, physical, and technical safeguards to protect any Client data or data accessed through the Service from unauthorized access, disclosure, or use. 4. Intellectual Property and Ownership 4.1 Client IP (Work Product) The Vendor agrees that all results, products, and deliverables created under an Agreement (the "Work Product") are considered "works made for hire." To the extent the Work Product does not qualify as a work made for hire, the Vendor hereby assigns and transfers all worldwide right, title, and interest in and to the Work Product to the Client. 4.2 Warranties The Vendor warrants that the Work Product will be original, will not infringe upon the intellectual property rights of any third party, and will be free from defects in materials and workmanship for a period of [Placeholder: Insert warranty period, e.g., 90 days] after delivery. 5. Indemnification The Vendor agrees to defend, indemnify, and hold harmless the Client and its affiliates from and against any and all claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to: The Vendor’s breach of any warranty or obligation under these Terms. Any claim that the Work Product or Services infringe upon the intellectual property rights of any third party. Any act or omission, including negligence or willful misconduct, by the Vendor or its personnel. 6. Termination The Client may terminate any Agreement or SOW for cause upon written notice if the Vendor fails to perform any material obligation under the Agreement, provided the failure is not cured within [Placeholder: Insert cure period, e.g., 10 days] of receipt of written notice. The Client may also terminate for convenience at any time upon [Placeholder: Insert notice period, e.g., 30 days] written notice. 7. Governing Law These Vendor Terms shall be governed by and construed in accordance with the laws of the [Placeholder: Insert Governing Jurisdiction/State/Country].