The Scale OS - Terms and Conditions

Last Updated: May 20, 2025

These Terms and Conditions ("Terms," "T&Cs," or "Agreement") govern the provision of AI Sales and GTM Automation services (the "Services") by Dengo Ltd, a company registered in Cyprus with its principal place of business at Egkomis 17a, 6027 Larnaca, Cyprus, operating under the brand name "The Scale OS" ("The Scale OS," "We," "Us," "Our") to you, the client ("Client," "You," "Your").

By engaging The Scale OS for Services, signing a Proposal or Statement of Work referencing these Terms, or by otherwise accessing or using Our Services, You agree to be bound by these Terms. If You do not agree to these Terms, You must not use Our Services.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND CLAUSES THAT GOVERN THE JURISDICTION AND VENUE OF DISPUTES.

1. Definitions

• "Agreement" refers to these Terms and Conditions, along with any applicable Proposal, Statement of Work (SOW), Order Form, or other written agreement executed by both Parties that incorporates these Terms.

• "Client Data" means any data, information, content, or materials provided, submitted, or made accessible by You to The Scale OS in connection with the Services, including but not limited to business information, customer lists, sales data, and access credentials to Client systems.

• "Confidential Information" has the meaning ascribed to it in Section 5.

• "Deliverables" means the specific work products, reports, analyses, documentation, software configurations, custom code, or other tangible outputs to be developed and delivered by The Scale OS to the Client as part of the Services, as specified in an applicable Proposal or SOW.

• "Intellectual Property Rights" (IPR) means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

• "Party" or "Parties" refers individually or collectively to The Scale OS and the Client.

• "Project Services" refers to Services provided on a project basis, typically involving the design, development, implementation, and handover of specific Systems or Deliverables for a defined scope and fee, as detailed in a Proposal or SOW.

• "Proposal" means a written offer or quotation provided by The Scale OS to the Client detailing the scope of Services, specific project-dependent fees, and other specific terms for a particular engagement.

• "Retainer Services" refers to ongoing Services provided on a recurring subscription or retainer basis, typically involving continuous management, optimization, support, and advisory services, as detailed in a Proposal or SOW with project-dependent fees.

• "Services" means the AI Sales and GTM Automation services, including but not limited to consulting, strategy development, system design and implementation, software configuration, custom development, data analysis, automation workflows, training, and support provided by The Scale OS, encompassing both Retainer Services and Project Services.

• "Statement of Work" (SOW) means a document executed by both Parties that describes the specific Services, Deliverables, timelines, project-dependent fees, and other project-specific terms for Project Services.

• "Systems" means the AI-powered sales and GTM automation systems, tools, software platforms, applications, integrations, and processes developed, configured, implemented, or managed by The Scale OS as part of the Services.

• "The Scale OS IP" means all Intellectual Property Rights owned by or licensed to Dengo Ltd (operating as The Scale OS) prior to or independent of this Agreement, or developed by Dengo Ltd outside the scope of a specific Client engagement, including but not limited to Our proprietary software, tools, methodologies, algorithms, AI models, frameworks, templates, documentation, and know-how.

2. Services and Scope

• 2.1. Provision of Services: The Scale OS will provide the Services to the Client as described in the applicable Proposal or SOW, subject to these Terms. We will perform the Services with reasonable care, skill, and diligence, consistent with professional standards in Our industry.

• 2.2. Retainer Services: For Retainer Services, the specific scope, service levels (if any), and deliverables will be outlined in the governing Proposal. Retainer Services are typically ongoing and may involve periodic reporting and strategy adjustments.

• 2.3. Project Services: For Project Services, the specific scope, Deliverables, milestones, timelines, and acceptance criteria will be detailed in an SOW. Each SOW shall be incorporated into and form part of this Agreement.

• 2.4. Client Obligations: The Client shall:

  • a) Provide The Scale OS with timely access to necessary Client Data, personnel, and systems reasonably required for the performance of the Services.

  • b) Ensure that all Client Data provided is accurate, complete, and that the Client has the lawful right to provide and use such data for the purposes of the Services.

  • c) Cooperate fully with The Scale OS and provide timely responses, feedback, and approvals as reasonably requested.

  • d) Appoint a designated representative with the authority to make decisions and provide approvals on behalf of the Client.

  • e) Comply with all applicable laws and regulations in connection with its use of the Services and any resulting Systems or Deliverables.

  • f) Be responsible for its own business decisions and outcomes resulting from the use of the Services.

• 2.5. Change Management: Any changes to the scope of Services, Deliverables, or timelines must be mutually agreed upon in writing by both Parties (e.g., via a formal Change Order). The Scale OS reserves the right to adjust fees and timelines in response to such changes.

• 2.6. Third-Party Services/Software: The Services may involve the integration or use of third-party software, platforms, or services ("Third-Party Services"). The Client acknowledges that such Third-Party Services are governed by their own terms and conditions and privacy policies. The Scale OS is not responsible for the performance, availability, or security of Third-Party Services, unless expressly agreed otherwise in a Proposal or SOW. Client is responsible for any fees associated with such Third-Party Services, unless otherwise specified.

3. Fees, Payment, and Expenses

• 3.1. Fees: The Client shall pay The Scale OS the fees for the Services as specified in the applicable Proposal or SOW ("Fees"). All Fees are determined on a project-by-project basis and are not publicly listed. The specific Fees for Your engagement will be detailed in the Proposal or SOW provided to You by The Scale OS.

• 3.2. Payment Terms:

  • a) Retainer Services: Fees for Retainer Services are typically billed in advance (e.g., monthly, quarterly) and are due upon receipt of invoice or as otherwise specified in the Proposal.

  • b) Project Services: Fees for Project Services may be structured as a fixed fee, phased payments tied to milestones, or on a time-and-materials basis, as detailed in the SOW. Payment is due upon receipt of invoice or as per the agreed payment schedule.

  • c) All payments shall be made in the currency specified in the Proposal or SOW, without any deductions, set-off, or counterclaim.

• 3.3. Late Payments: If any invoiced amount is not received by The Scale OS by its due date, then without limiting Our other rights or remedies:

  • a) We may charge late interest at the rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and/or

  • b) We may suspend performance of the Services until payment has been made in full.

• 3.4. Taxes: All Fees are exclusive of applicable taxes (such as VAT, GST, sales tax). The Client is responsible for paying all such taxes levied in connection with the Services, excluding taxes based on The Scale OS's net income.

• 3.5. Expenses: The Client will reimburse The Scale OS for all reasonable and pre-approved out-of-pocket expenses incurred in connection with the provision of Services, such as travel, accommodation, and third-party tool costs, provided such expenses are documented with receipts.

• 3.6. Fee Adjustments: For ongoing Retainer Services, The Scale OS reserves the right to adjust its Fees upon at least sixty (60) days prior written notice to the Client, typically on an annual basis. Any such adjustment will be communicated in a revised Proposal or addendum.

• 3.7. No Refunds: Except as expressly provided in this Agreement or as required by applicable law, all Fees paid are non-refundable.

4. Intellectual Property Rights

• 4.1. The Scale OS IP: Dengo Ltd (operating as The Scale OS) is and will remain the sole and exclusive owner of all right, title, and interest in and to The Scale OS IP. The Client acknowledges that it is not granted any rights to The Scale OS IP other than as expressly set forth herein. The Scale OS reserves the right to use The Scale OS IP, including any generic tools, methodologies, or improvements developed during the provision of Services, for other clients and purposes.

• 4.2. Client IP and Client Data: The Client is and will remain the sole and exclusive owner of all right, title, and interest in and to its pre-existing Intellectual Property Rights and Client Data ("Client IP"). The Client grants The Scale OS a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, display, and distribute the Client IP and Client Data solely to the extent necessary for The Scale OS to perform the Services under this Agreement.

• 4.3. Deliverables and Developed IP:

  • a) Retainer Services: For Deliverables created as part of Retainer Services (e.g., reports, analyses, campaign configurations within Client's existing accounts), upon full payment of all applicable Fees, The Scale OS grants the Client a non-exclusive, non-transferable, perpetual license to use such Deliverables for its internal business purposes. The Scale OS retains ownership of the underlying methodologies and any generic components.

  • b) Project Services (System Build & Handover): For bespoke Systems and associated custom Deliverables specifically created for the Client as part of Project Services ("Client-Specific System"), upon full and final payment of all applicable Fees for such Project Services, The Scale OS assigns to the Client the ownership of the Intellectual Property Rights in the Client-Specific System as delivered.

    • Notwithstanding the foregoing, this assignment does not include any The Scale OS IP that may be incorporated into or used to create the Client-Specific System. For any such embedded The Scale OS IP, The Scale OS grants the Client a perpetual, royalty-free, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement) license to use such The Scale OS IP solely as an integrated part of the Client-Specific System for the Client's internal business purposes.

    • The Client agrees not to, and not to permit others to, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any The Scale OS IP, except as permitted by applicable law.

• 4.4. Feedback: If the Client provides The Scale OS with any feedback, suggestions, or ideas regarding the Services or The Scale OS IP ("Feedback"), The Scale OS shall have the right to use such Feedback for any purpose, including improving its Services and developing new offerings, without any obligation or compensation to the Client. All IPR in such Feedback shall vest in Dengo Ltd.

• 4.5. Residual Knowledge: The Scale OS shall be free to use its general knowledge, skills, experience, and any residual information retained in intangible form by its personnel as a result of performing the Services, provided that in doing so, The Scale OS does not disclose any Client Confidential Information or make specific use of Client IP in breach of this Agreement.

5. Confidentiality

• 5.1. Definition: "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of The Scale OS includes The Scale OS IP, the specific terms (including pricing) of any Proposal or SOW, and the terms of this Agreement. Confidential Information of the Client includes Client Data and non-public information about its business operations.

• 5.2. Obligations: The Receiving Party agrees to:

  • a) Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

  • b) Protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care that it uses to protect its own similar confidential information, but in no event less than reasonable care.

  • c) Limit access to the Disclosing Party's Confidential Information to its employees, contractors, and agents who have a need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations no less protective than those herein.

• 5.3. Exclusions: Confidential Information does not include information that the Receiving Party can demonstrate:

  • a) Was already known to the Receiving Party without restriction prior to disclosure by the Disclosing Party.

  • b) Is or becomes generally publicly known through no wrongful act of the Receiving Party.

  • c) Was rightfully received by the Receiving Party from a third party without restriction and without breach of any confidentiality obligation.

  • d) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

• 5.4. Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information of the Disclosing Party, it will, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of the Confidential Information that it is legally compelled to disclose and will use reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed information.

• 5.5. Duration: The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of five (5) years, provided that for Confidential Information constituting trade secrets, the obligations shall continue for as long as such information remains a trade secret under applicable law.

6. Data Protection and Privacy

• 6.1. Client Data: The Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data, and for obtaining all necessary consents and permissions for The Scale OS to process Client Data in connection with the Services.

• 6.2. Data Processing: To the extent The Scale OS processes any Personal Data (as defined by applicable data protection laws, including the General Data Protection Regulation (GDPR) if applicable) on behalf of the Client, the Parties acknowledge that the Client is the Data Controller and The Scale OS is the Data Processor. The Scale OS will process Personal Data only in accordanceance with the Client's lawful instructions, as necessary to provide the Services, and in compliance with applicable data protection laws. A separate Data Processing Addendum (DPA) may be entered into by the Parties if required by applicable law or deemed necessary.

• 6.3. Security Measures: The Scale OS will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data processed by Us.

• 6.4. Data Usage for Improvement: The Scale OS may use anonymized and aggregated data derived from Client Data and the Client's use of the Services for its own business purposes, including to improve its Services, develop new products, and for statistical analysis, provided such data does not identify the Client or any individual.

7. Warranties and Disclaimers

• 7.1. The Scale OS Warranties: The Scale OS warrants that:

  • a) It has the right and authority to enter into this Agreement and to perform its obligations hereunder.

  • b) The Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards.

  • c) For Project Services involving the delivery of a Client-Specific System, for a period of thirty (30) days following the handover date ("Warranty Period"), the Client-Specific System will operate in substantial conformity with the material specifications set forth in the applicable SOW. The Client's sole and exclusive remedy, and The Scale OS's entire liability, for any breach of this warranty will be for The Scale OS to use commercially reasonable efforts to correct or provide a workaround for the non-conformity. This warranty does not apply to issues caused by Client misuse, modifications not made by The Scale OS, or integration with third-party systems not approved by The Scale OS.

• 7.2. Client Warranties: The Client warrants that:

  • a) It has the right and authority to enter into this Agreement and to perform its obligations hereunder.

  • b) It has obtained all necessary rights, consents, and permissions to provide Client Data to The Scale OS and for The Scale OS to use Client Data as contemplated by this Agreement.

  • c) Client Data and its use in connection with the Services will not infringe upon or violate the IPR or privacy rights of any third party or any applicable laws.

• 7.3. Disclaimers:

  • Except for the express warranties set forth in section 7.1, the services, systems, deliverables, and all the scale os ip are provided "as is" and "as available." The scale os makes no other warranties, express, implied, statutory, or otherwise, and expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice.

  • The Scale OS does not warrant that the services, systems, or deliverables will be error-free, uninterrupted, or completely secure. The client acknowledges that ai and automation technologies are probabilistic and may produce unexpected or inaccurate results. The scale os is not responsible for any decisions made or actions taken by the client in reliance on the services or deliverables.

  • THE SCALE OS MAKES NO GUARANTEES REGARDING SPECIFIC BUSINESS OUTCOMES, SALES INCREASES, LEAD GENERATION, ROI, OR OTHER PERFORMANCE METRICS AS A RESULT OF THE SERVICES. ANY FORECASTS OR PROJECTIONS PROVIDED ARE ESTIMATES ONLY.

  • The Scale OS is not responsible for the performance or functionality of any third-party services or software, even if integrated with or recommended as part of the services.

8. Limitation of Liability

• 8.1. Exclusion of indirect damages: To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages (including but not limited to lost profits, lost revenue, lost business opportunities, loss of data, or damage to goodwill), even if such party has been advised of the possibility of such damages, arising out of or in connection with this agreement or the services, whether based on warranty, contract, tort (including negligence), or any other legal theory.

• 8.2. Cap on direct damages: To the maximum extent permitted by applicable law, the total aggregate liability of dengo ltd (operating as the scale os) to the client for all claims arising out of or in connection with this agreement or the services, whether in contract, tort (including negligence), or otherwise, shall not exceed:

  • a) For retainer services: the total fees paid by the client to the scale os for the specific retainer services giving rise to the claim during the six (6) month period immediately preceding the event giving rise to the claim.

  • b) For project services: the total fees paid by the client to the scale os for the specific project services giving rise to the claim as set forth in the applicable sow.

• 8.3. Exceptions: The limitations of liability set forth in this Section 8 shall not apply to:

  • a) A Party's indemnification obligations under Section 9.

  • b) A Party's breach of its confidentiality obligations under Section 5 (excluding breaches related to Client Data, liability for which remains subject to the caps in Section 8.2).

  • c) Liability for fraud, willful misconduct, or gross negligence.

  • d) Liability for death or personal injury caused by negligence.

  • e) Any other liability that cannot be excluded or limited under applicable law.

• 8.4. Basis of the Bargain: The Parties acknowledge that the limitations of liability and disclaimers of warranties set forth in this Agreement reflect an agreed-upon allocation of risk between the Parties and form an essential basis of the bargain, without which The Scale OS would not have entered into this Agreement or provided the Services at the stated Fees.

9. Indemnification

• 9.1. Indemnification by Client: The Client shall defend, indemnify, and hold harmless Dengo Ltd (operating as The Scale OS), its officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) (collectively, "Claims") arising out of or relating to:

  • a) Client's breach of any of its obligations, representations, or warranties under this Agreement.

  • b) Client Data, including any Claim that Client Data or its use by The Scale OS in accordance with this Agreement infringes or misappropriates the IPR or other rights of a third party or violates any applicable law.

  • c) Client's use of the Services, Systems, or Deliverables in a manner not authorized by this Agreement or in violation of applicable law.

  • d) Any business decisions, actions, or omissions made by the Client based on or in connection with the Services.

• 9.2. Indemnification by The Scale OS (Limited): The Scale OS shall defend the Client against any Claim brought by a third party alleging that the Client's authorized use of The Scale OS IP, as delivered by The Scale OS and forming part of a Deliverable (excluding any open source software or third-party components), directly infringes such third party's patent, copyright, or trademark rights registered in the jurisdiction where the Services are primarily delivered to the Client. The Scale OS's indemnification obligation is conditioned upon: (i) the Client promptly notifying The Scale OS in writing of the Claim; (ii) The Scale OS having sole control of the defense and all related settlement negotiations; and (iii) the Client providing The Scale OS with all necessary assistance, information, and authority to perform the foregoing.

  • If The Scale OS IP becomes, or in The Scale OS's opinion is likely to become, the subject of an infringement Claim, The Scale OS may, at its option and expense: (a) procure for the Client the right to continue using The Scale OS IP; (b) replace or modify The Scale OS IP so that it becomes non-infringing; or (c) if options (a) or (b) are not commercially reasonable, terminate the Client's rights to use the infringing The Scale OS IP and refund a pro-rata portion of any prepaid, unused Fees applicable to such The Scale OS IP.

  • This Section 9.2 states The Scale OS's entire liability and the Client's sole and exclusive remedy for infringement Claims. The Scale OS will have no liability for any Claim based on: (i) Client Data; (ii) use of The Scale OS IP in combination with other products, services, or data not provided or approved by The Scale OS; (iii) any modification of The Scale OS IP not made by The Scale OS; or (iv) Client's continued use of The Scale OS IP after being notified of an infringement Claim or after The Scale OS has provided a non-infringing alternative.

• 9.3. Indemnification Procedure: The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and cooperate with the indemnifying Party at the indemnifying Party's sole cost and expense. The indemnifying Party shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the indemnified Party to handle and conduct such defense. The indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

10. Term and Termination

• 10.1. Term: This Agreement shall commence on the Effective Date (date of first engagement or signing of a Proposal/SOW incorporating these Terms) and shall continue until terminated as set forth herein.

  • a) Retainer Services: The initial term for Retainer Services will be specified in the Proposal (the "Initial Retainer Term"). Thereafter, Retainer Services may automatically renew for successive periods (e.g., month-to-month, or for equivalent periods to the Initial Retainer Term) unless either Party provides the other with written notice of non-renewal at least thirty (30) days (or as otherwise specified in the Proposal) prior to the end of the then-current term.

  • b) Project Services: The term for Project Services will continue until the project is completed, all Deliverables are accepted (if applicable), and all Fees are paid, as specified in the SOW, unless terminated earlier in accordance with this Agreement.

• 10.2. Termination for Cause: Either Party may terminate this Agreement or an applicable SOW/Proposal immediately upon written notice if the other Party:

  • a) Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof (or within ten (10) days for non-payment by Client).

  • b) Becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days.

• 10.3. Termination for Convenience (Retainer Services):

  • a) The Client may terminate ongoing Retainer Services for convenience by providing The Scale OS with at least [e.g., sixty (60) or ninety (90) - CONSIDER YOUR PREFERRED NOTICE PERIOD] days prior written notice.

  • b) The Scale OS may terminate ongoing Retainer Services for convenience by providing the Client with at least [e.g., sixty (60) or ninety (90) - CONSIDER YOUR PREFERRED NOTICE PERIOD] days prior written notice.

• 10.4. Suspension of Services: The Scale OS may suspend the provision of Services immediately if the Client fails to pay any undisputed Fees when due, or if the Client breaches any material term of this Agreement, or if The Scale OS reasonably believes that the Client's use of the Services poses a security risk or violates applicable law.

• 10.5. Effects of Termination: Upon termination or expiration of this Agreement or any SOW/Proposal:

  • a) The Client shall immediately pay The Scale OS all outstanding unpaid Fees and expenses due for Services performed and expenses incurred up to the effective date of termination.

  • b) All rights and licenses granted by The Scale OS to the Client hereunder shall immediately terminate, except as expressly provided for survival (e.g., licenses to fully paid Client-Specific Systems).

  • c) Each Party shall, upon request of the other Party, promptly return or (at the Disclosing Party's option) destroy all Confidential Information of the other Party in its possession or control, subject to any legal or regulatory retention requirements. The Scale OS will provide the Client with an opportunity to retrieve its Client Data, typically for a period of 30 days post-termination, after which The Scale OS may delete such data.

  • d) The following Sections shall survive termination or expiration: 1 (Definitions), 3 (Fees, Payment, and Expenses, for amounts accrued prior to termination), 4 (Intellectual Property Rights), 5 (Confidentiality), 6.4 (Data Usage for Improvement), 7.3 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.5 (Effects of Termination), 11 (Use as Reference), and 12 (General Provisions).

11. Use as Reference

• 11.1. Without the Provider's prior consent, the Customer is not entitled to use or refer to the Provider's company names, logos and trademarks.

• 11.2. The Client agrees to submit a testimonial (video + text) as a case study about the cooperation with the Provider, which will be created by the Provider. The Provider is entitled to use the testimonial, case study, company, logos and brands of the Client in marketing and sales materials.

12. General Provisions

• 12.1. Governing Law and Jurisdiction: This Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of Cyprus. The Parties irrevocably agree that the courts of Larnaca, Cyprus shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

• 12.2. Dispute Resolution (Optional - Mediation/Arbitration):

  • The Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy.

  • If the matter is not resolved by negotiation within [e.g., thirty (30)] days, the Parties may agree to attempt to resolve the dispute by mediation administered by a mutually agreed-upon mediation service in Cyprus before resorting to litigation.

  • (Consider adding an arbitration clause if preferred over litigation, specifying rules like the Cyprus Arbitration and Mediation Centre (CAMC), number of arbitrators, and location of arbitration in Cyprus.)

• 12.3. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth in the Proposal/SOW (or for Dengo Ltd: Egkomis 17a, 6027 Larnaca, Cyprus) or to such other address that may be designated by the receiving Party in writing. Notices shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the [e.g., fifth] day after the date mailed by registered mail (in each case, return receipt requested, postage pre-paid).

• 12.4. Force Majeure: Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; actions, embargoes, or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; or other similar events beyond the reasonable control of the Party impacted (a "Force Majeure Event").

• 12.5. Assignment: The Client may not assign or transfer any of its rights or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of The Scale OS. The Scale OS may assign this Agreement in its entirety (including all SOWs/Proposals), without consent of the Client, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to Dengo Ltd. Any purported assignment in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

• 12.6. Entire Agreement: This Agreement, including all attached or referenced Proposals, SOWs, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

• 12.7. Amendments and Modifications: No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. The Scale OS reserves the right to update these Terms from time to time for its ongoing Services. If We make material changes to these Terms, We will provide Client with notice (e.g., by email or by posting a notice on Our website, www.thescaleos.ai) prior to the change becoming effective. Client's continued use of Retainer Services after such notice will constitute acceptance of the revised Terms. For Project Services governed by an existing SOW, the Terms in effect at the time of SOW execution will apply unless mutually agreed otherwise.

• 12.8. Severability: If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.

• 12.9. Waiver: No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

• 12.10. Relationship of Parties: The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

• 12.11. Headings: The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

• 12.12. Counterparts: Any Proposal, SOW, or amendment hereto may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement or related documents delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

Client Acceptance:

By proceeding with the use of Services from The Scale OS, or by signing a Proposal or Statement of Work that references these Terms, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.