Terms of Engagement

These Terms of Engagement ("Terms") govern the provision of professional services by Qualitas Data ("we", "us", or "our") to clients ("you" or "the Client"). By engaging Qualitas Data — whether through a signed proposal, statement of work, or any other form of written or verbal instruction — you agree to be bound by these Terms.

These Terms should be read in conjunction with any engagement-specific proposal or statement of work, which will take precedence over these Terms in the event of any conflict.

1. About Qualitas Data

Qualitas Data is a data specialist practice registered and operating in the Kingdom of Bahrain. We provide advisory, implementation, and analytical services across data governance, data engineering, analytics, and applied data science to small and medium-sized enterprises and other organisations.

2. Scope of Services

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a written proposal or statement of work ("SOW") agreed between both parties prior to commencement. Services not expressly described in the SOW are out of scope and may be subject to a separate agreement.

We reserve the right to engage qualified subcontractors or specialists where appropriate to deliver services, subject to maintaining our confidentiality obligations to the Client.

3. Client Responsibilities

To enable effective delivery, the Client agrees to:

• —Provide timely access to relevant data, systems, documentation, and personnel as reasonably required
• —Designate an appropriate point of contact with sufficient authority to provide instruction and approvals
• —Ensure that any data or materials provided to us have been obtained lawfully and that the Client holds the necessary rights to share them
• —Respond to queries and review draft deliverables within agreed timeframes

Delays or failures on the part of the Client may affect project timelines or constitute grounds for revised scheduling and, where applicable, additional fees.

4. Fees and Payment

Fees will be set out in the applicable SOW and may be structured on a fixed-project, time-and-materials, or retainer basis. Unless otherwise stated:

• —Invoices are payable within thirty (30) days of the invoice date
• —A deposit or advance payment may be required prior to commencement of work, as specified in the SOW
• —Fees are quoted exclusive of applicable taxes unless otherwise stated
• —Late payments may incur interest at a rate of 1.5% per month, or the maximum rate permitted under Bahraini law, whichever is lower

We reserve the right to suspend work in the event of materially overdue invoices, provided reasonable notice has been given.

5. Intellectual Property

Unless otherwise agreed in writing:

• —Client materials: All data, documents, and materials provided by the Client remain the intellectual property of the Client.
• —Deliverables: Upon receipt of full payment, we assign to the Client ownership of the specific deliverables produced under the SOW, excluding any pre-existing tools, frameworks, methodologies, or background IP owned by Qualitas Data.
• —Background IP: Any tools, templates, methodologies, or know-how developed independently by Qualitas Data and used in the delivery of services remain our property. We grant the Client a non-exclusive licence to use these within the scope of the deliverables.

6. Confidentiality

Both parties agree to treat as confidential all non-public information received from the other party in connection with an engagement. This includes business data, strategies, technical systems, personnel information, and pricing. Confidentiality obligations do not apply to:

• —Information that is or becomes publicly available through no breach of these Terms
• —Information independently developed or already known by the receiving party
• —Disclosures required by applicable law or regulatory authority

Confidentiality obligations survive the termination of an engagement for a period of three (3) years, unless a longer period is specified in the SOW.

7. Data Protection

Where Qualitas Data processes personal data on behalf of the Client in the course of an engagement, we do so as a data processor acting on the Client's instructions, in compliance with the Bahrain Personal Data Protection Law (Law No. 30 of 2018). Where required, a separate Data Processing Agreement will be entered into between the parties. Our full Privacy Policy is available at qualitasdata.com/privacy.

8. Warranties and Representations

We represent that:

• —Services will be performed with reasonable skill, care, and diligence
• —We have the authority to enter into engagements and deliver the agreed services

We do not warrant that deliverables will be error-free or that outcomes will meet specific business targets beyond those expressly stated in the SOW. The quality and accuracy of outputs is partly dependent on the completeness, accuracy, and timeliness of information provided by the Client.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• —Our total aggregate liability to the Client under or in connection with any engagement shall not exceed the total fees paid by the Client under the relevant SOW in the twelve (12) months preceding the claim
• —We shall not be liable for any indirect, consequential, special, or punitive losses, including loss of profit, loss of business, or loss of data

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded by law.

10. Termination

Either party may terminate an engagement:

• —For convenience: With written notice of no less than fourteen (14) days, subject to payment of all fees for work completed or committed to the date of termination.
• —For material breach: Immediately, where the other party has materially breached these Terms and failed to remedy the breach within fourteen (14) days of written notice.

Upon termination, the Client will receive all completed deliverables to date, and any pre-paid fees attributable to undelivered work will be refunded on a pro-rata basis, less any non-recoverable costs already incurred.

11. Governing Law and Disputes

These Terms and any engagement conducted under them are governed by the laws of the Kingdom of Bahrain. In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be referred to the competent courts of the Kingdom of Bahrain, which shall have exclusive jurisdiction.

12. General Provisions

• —Entire agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede any prior representations or discussions.
• —Amendments: Any modifications to these Terms must be agreed in writing by both parties.
• —Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• —No waiver: Failure to enforce any right under these Terms does not constitute a waiver of that right.
• —Force majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

13. Updates to These Terms

We may update these Terms from time to time. The version in effect at the time an SOW is signed governs that engagement. Updated Terms apply to new engagements entered into after the effective date of the revision.

14. Contact

For questions regarding these Terms or to discuss an engagement, please contact us at info@qualitasdata.com.