01 – Services

VArrow Technologies will deliver the VArrow Infinity Service Agreement to the Client as outlined in the contract duration specified in the financial break-down.

Duties of the parties

A. Duties of VArrow Technologies

• VArrow Technologies commits to exerting commercially reasonable efforts to promptly deliver and support the Services for the Client in accordance with industry standards.

B. Duties of the Client

The Client agrees to:

• Grant VArrow Technologies access to the Client’s facilities and computer systems as per the Client’s documented procedures, ensuring adequate facilities and space for VArrow Technologies’ personnel.
• Provide all necessary information for remote access to the Client’s computer systems if deemed necessary by VArrow Technologies.
• Acknowledge the potential for service disruptions or damage to software or hardware resulting from the Services. VArrow Technologies is not liable for such disruptions or damage unless caused by gross negligence or wilful misconduct.

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02 – Pricing and payment

A. Pricing

• The fees (“Investments and Offering”) for Service Offerings are outlined in the financial break-down.
• Hourly rates for Excluded Services agreed upon by VArrow Technologies and the Client are also detailed there.

B. Payment

• VArrow Technologies will invoice the Client according to the financial terms detailed in the preceding sections.
• Payments for service offerings are detailed in the financial break-down. Failure to make timely payments will result in the suspension of services, which will be reinstated only upon full payment of outstanding invoices and any applicable reinstatement fees.
• Excluded Services are payable upon receipt of VArrow Technologies’ written invoice(s).
• VArrow Technologies reserves the right to suspend or terminate Services for non-payment, with reinstatement contingent upon full payment.
• Late payments will incur interest at the rate specified in the financial break-down or the maximum rate allowed by law, calculated from the due date until full payment is received.
• In instances of delayed payments, it is incumbent upon the Client to rectify the delayed payments for the duration of the suspension, encompassing the months during which services were suspended.
• Fee increases require the Client’s written confirmation. If the Client does not respond within one week, the increase will be deemed approved, and the amounts will be payable without setoff or deduction.

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03 – Term and termination

• The Agreement spans multiple Effective Periods, collectively referred to as the “Term”.
• Either party may terminate with three (3) months’ prior written notice.
• The Client remains liable for monthly Fees during the Notice Period, regardless of Service receipt.
• VArrow Technologies reserves the right to terminate the agreement immediately for non-payment or breach, provided that the Client has been given a written notice of default and a reasonable opportunity to fix the default within ten (10) business days.
• VArrow Technologies reserves the right to promptly terminate this Agreement upon providing written notice to the Client under two conditions:
  • If the Client fails to fulfil any payment obligations to VArrow Technologies within five (5) working days after receiving written notice of such failure from VArrow Technologies; or
  • If the Client breaches any other provision outlined in this Agreement.

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04 – Ownership

Ownership of all materials, including copyrights, trademarks, logos, and other identifying marks (referred to collectively as “Materials”), belongs exclusively to each respective party and shall remain their sole property. This Agreement does not grant any licence for the use of such Materials unless specifically stated otherwise. All Materials are considered proprietary and may not be reproduced, duplicated, or distributed for any purpose. Additionally, any non-third-party software provided by one party to the other is proprietary and remains the exclusive property of the party providing the software.

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05- Confidential information

In the course of providing the Services, either party may gain access to the other party’s Confidential Information. Each party agrees to take commercially reasonable measures to safeguard the other party’s Confidential Information disclosed under this Agreement.

Confidential Information includes

• All confidential information, including but not limited to inventions, processes, designs, trade secrets, formulas, methods, know-how, samples, tests, technology, standard operating procedures, and any data pertaining to technical development, analysis, regulatory files, manufacturing, and packaging, in any format (written, oral, visual, electronic), is considered proprietary and must be treated as such.
• All sales and marketing strategies, future initiatives, business projections, financial data, outcomes of discussions, contracts, customer rosters and affiliations, and any other details shared during business dealings, regardless of format (written, spoken, visual, digital), are considered confidential.
• Any information identified by one of the parties as Confidential Information.

Confidential Information excludes information that

• The recipient can demonstrate in writing to have been rightfully known to the recipient at the time of disclosure.
• Has become publicly known through no wrongful act of the recipient.
• The recipient can demonstrate in writing to have been rightfully received from a third party authorised to make such communication without restriction.
• Has been approved for release by written authorisation of the disclosing party.

A recipient may disclose Confidential Information if required by court or government action; however, the recipient must provide the disclosing party with reasonable prior written notice to allow prevention of such disclosure. Confidential Information shall continue to be treated as such for all other purposes.

Each party agrees to maintain the confidentiality of all Confidential Information and to use it solely for the purposes specified in this Agreement. Use of the other party’s Confidential Information outside the scope of this Agreement requires prior written consent; however, no written consent is needed for use within the scope of the Agreement.

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06- Hiring of VArrow Technologies’ employees

Without prior written consent from VArrow Technologies, the Client agrees not to hire or engage any person who has been an employee of VArrow Technologies. This restriction applies both during the contract term and for twelve (12) months following the termination of this Agreement.

If the Client breaches this provision, the Client agrees to pay VArrow Technologies an amount equal to twenty-four (24) months’ pay for each employee hired, based on their last salary at VArrow Technologies. This is intended as liquidated damages, not a penalty.

Additionally, VArrow Technologies may seek temporary and permanent injunctions to prevent any violation of this section by the Client or its affiliates. These remedies are in addition to any other rights VArrow Technologies has under this Agreement or by law.

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07 – Force majeure

No 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 previously owed payments to the other party hereunder) 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, the following force majeure events (“Force Majeure Event(s)”) that frustrate the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the country Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or severe illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of the impacted party.

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08- Representations and warranties

Each party represents and warrants to the other party that:

• It has the full right, power, and authority to enter into and to perform this Agreement.
• The execution, delivery, and performance of this Agreement have been duly authorised by all necessary corporate action.
• This Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium, and other laws affecting the rights of creditors generally.
• The execution, delivery, and performance of this Agreement do not and will not violate or cause a breach or default under:
  • The governing corporate or company documents of such party.
  • Any agreement, lease, mortgage, licence, or other contract to which such party is a party.
  • Any law, rule, regulation, order, decree, or consent action by which such party is bound or to which it is subject.

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09- Disclaimer of warranties

• VArrow Technologies determines that the Client’s computer systems are deemed “secure”;
• The Client performs such modifications to its computer systems as VArrow Technologies reasonably suggests in order for the Client’s computer systems to be deemed “secure”; or
• Otherwise.

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10- Limitation of liability

The Client acknowledges that the limitations on liability were specifically bargained for and are acceptable to the Client. The Client’s willingness to agree to the limitations of liability set forth in this section was material to VArrow Technologies’ decision to enter into this Agreement. The limitations on liability set forth in this section shall be enforceable to the maximum extent permitted by applicable law.

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11 – General terms

This Agreement is the entire agreement between VArrow Technologies and the Client and supersedes any prior understandings or written or oral agreements between VArrow Technologies and the Client with respect to the subject matter of this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both VArrow Technologies and the Client. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement.

The Client’s obligation to pay for any Services or other services received by VArrow Technologies and each of the provisions of Section 3, 5 through 7, and 10 through 14 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct and hereby incorporated into by reference and made a part of this Agreement.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by VArrow Technologies and the Client and their successors and permitted assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise specifically agreed to in writing by VArrow Technologies and the Client. This Agreement and the rights and obligations of the parties are not assignable without the prior written consent of the other party. Any attempt by one of the parties to assign this Agreement or any right, duty, or obligation which arises under this Agreement, without such consent, will be void.

This Agreement shall not be construed to give any person other than VArrow Technologies and the Client any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement will not create a joint venture, partnership, or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. The parties reserve the right to maintain an executed copy of this Agreement in electronic form only and agree that a print-out of such electronic form of this Agreement will be deemed an original for all purposes relating to the enforceability of the terms and conditions of this Agreement.

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12 -Notices

All notices required pursuant to this Agreement shall be written and shall be delivered by:

• Hand delivery; or
• Nationally recognised overnight delivery service (such as FedEx, UPS, DHL, or USPS Express Mail); or electronic mail with verification of receipt.

All such notices and other communications shall be addressed to the other party at the address set forth in this Agreement or to such other address as a party may designate by notice complying with the terms of this section. Each such notice shall be deemed delivered:

• On the date delivered if by hand delivery;
• On the date delivered or the date delivery is refused by the recipient if by nationally recognised overnight delivery service; or
• Upon verification of receipt if by electronic mail.

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13 – Dispute resolution

Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims, and/or disputes arising out of this Agreement and/or any Services (each, a “Dispute”) solely pursuant to the terms of this section.

A. Management resolution

All Disputes shall first be referred to the parties’ authorised representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.

B. Governing law, venue and jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the Arab Republic of Egypt (without giving effect to principles of conflicts of laws). For any action to compel arbitration, enforce an arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of Egypt, and each party hereby expressly waives any objection to such venue based upon forum non conveniens or otherwise; and (ii) jurisdiction of the Arab Republic of Egypt courts in and/or for Egypt.

C. Prevailing party attorneys’ fees

In the event of any arbitration, action to compel arbitration, action to enforce an arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs for each such proceeding, including the arbitration, trial, and for all levels of appeal.

D. Injunctive relief and cumulative remedies

Each party agrees that a violation or breach of any of the ownership or non-disclosure provisions of this Agreement could cause irreparable harm to the non-breaching party for which monetary damages may be difficult to ascertain or an inadequate remedy. Therefore, each party will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of the ownership or non-disclosure provisions of this Agreement, and each party hereby expressly waives any objection, in any such equitable action, that the other party may have an adequate remedy at law. The rights and remedies set forth in this Agreement are cumulative and concurrent and may be pursued separately, successively, or together.

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14 – Data breach and service availability terms

Data layer management or configuration

• VArrow Technologies is not responsible for any data breach related to data layer management or configuration.
• Services provided do not require access to application code, stored data, or databases. VArrow Technologies is not held accountable for misconfigurations or access provided to engineers by mistake.
• Consultancy related to this matter must have an attending representative from the customer, and configurations applied must be approved and committed by the customer.

Scoped misconfigurations by the customer

• VArrow Technologies is not responsible for any misconfigurations applied to account(s) by mistake from the customer’s side, leading to service unavailability issues.
• While obligated to support in resolving them, any financial losses or reputation damage due to human mistakes from the customer’s side are the customer’s responsibility.

Misconfigurations on third party applications, tools and appliances

• VArrow Technologies is not responsible for any misconfigurations that lead to service unavailability or data breaches on third party applications, tools, and appliances.
• Services for third party applications do not require access, and VArrow Technologies is not held accountable for configurations or access provided to engineers by mistake.
• Consultancy related to this matter must have a representative attending from the customer, and configurations applied must be approved and committed by the customer.

Account sharing

• The customer team must provide a dedicated account for each member of the VArrow team. No account sharing is allowed.
• If the customer insists on providing a shared account to the team, VArrow Technologies does not hold any responsibility for service unavailability or data breaches.

Audit and change logs

• The customer is responsible for the audit and change logs for all infrastructure components falling under VArrow’s management.
• VArrow does not provide write or change access to these logs.
• If the customer does not provide read-only access in case of a data breach incident or service unavailability, VArrow Technologies is not held responsible for the incident.

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15 – Fair value usage and availability disclaimer

Service delivery under the VArrow Infinity Service Agreement is governed by fair value usage principles. While the customer may consume eligible contract hours for approved incidents, changes, advisory or consultancy requests, and project requests, delivery remains strictly subject to VArrow team availability, required skill availability, approved priorities, contract hours balance, and operational scheduling constraints.

VArrow may not be able to execute multiple large streams, mini-projects, or high-effort requests simultaneously, even when the customer has sufficient remaining contract hours. Requests that require significant coordination, cross-functional involvement, parallel workstreams, or extended governance may require phased planning, prioritisation, dedicated project management, revised timelines, or a separate commercial arrangement where appropriate.

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16 – Technology domains covered

This appendix serves as a compact technology domain handbook for the VArrow Infinity Service Agreement. It clarifies the main domains that may be covered by VArrow Technologies, subject to the agreed scope, available contract hours, assigned resource skills, customer environment access, and any exclusions or third party limitations stated in this Agreement.