Terms of Business & Service Engagement

1. About these Terms

These Terms of Business (Terms) set out the general conditions on which AYRO AI FZ-LLC (AYRO AI, we, us) offers business-to-business technology services to its clients (Client, you). They apply when incorporated into an accepted quotation, proposal, order, statement of work (SOW), retainer or other service agreement (together, an Agreement). Website publication alone does not create a contract. If a signed Agreement expressly conflicts with these Terms, the signed Agreement takes priority for that subject. Any mandatory law that applies will prevail.

2. Our Services

Our services may include AI agents, voice and chat solutions, software design and development, integrations, workflow automation, consultancy, implementation, training, technical support and maintenance. Deliverables, milestones, responsibilities, exclusions, acceptance criteria and estimated dates are defined in the applicable Agreement. We may use employees, contractors and specialist providers while remaining responsible for our own contractual commitments.

3. Proposals, Pricing and Scope

All setup, discovery, engagement, development, implementation and ongoing support fees are quoted individually and may vary with complexity, integrations, usage, timelines and resources. Unless stated otherwise, quotations are valid only for the period specified, exclude applicable taxes and third-party charges, and are subject to written acceptance. No work outside the agreed scope is included automatically. Material changes, additional revisions, new integrations or client-requested delays may require a revised quotation, change order, timeline or fee. We will seek agreement before carrying out chargeable additional work.

4. Deposits, Engagement and Administration Fees

We may require advance payments, deposits, onboarding charges, administrative fees or staged milestone payments, as identified in the relevant proposal or invoice. Where expressly described and agreed before payment, engagement fees, administrative fees and deposits are non-refundable to the extent permitted by applicable law, particularly where they cover onboarding, reserved capacity, planning or other committed costs. A deposit is credited against the project price only where the Agreement says so. Work may be scheduled or commenced after the required initial payment is received.

5. Invoices and Payment

Payment dates, currencies, milestones and billing frequency will be specified in the Agreement or invoice. Unless otherwise agreed, invoices are payable within 14 calendar days of issue. Clients must pay undisputed sums on time and notify us promptly of any genuine invoice dispute, identifying the reason. We may pause work or access to AYRO-managed services after reasonable written notice for materially overdue payments, where lawful and proportionate. The Client remains liable for work performed, committed third-party costs and amounts properly accrued before any suspension or termination. Any interest or recovery costs must be expressly agreed and legally recoverable.

6. Project Commencement, Cancellation and Refunds

Once AYRO AI has begun agreed discovery, design, planning, development, implementation or allocated project resources, fees for work properly performed and agreed milestones become payable. Cancellation does not automatically entitle the Client to a refund of those amounts or of agreed non-recoverable third-party commitments. Any prepaid amount relating to work not performed will be assessed against the Agreement, documented commitments and applicable law. AYRO AI will not impose a blanket exclusion of refunds where we have materially failed to provide contracted services or where mandatory remedies apply. The Client may request a written account of completed work and applicable charges.

7. Retainers and 60-Day Termination Notice

Unless a signed Agreement provides otherwise, an ongoing monthly retainer may be terminated by the Client on not less than sixty (60) calendar days’ written notice to sales@ayro.ai or the designated account manager. Notice takes effect when received. Retainer fees and other agreed charges continue to accrue throughout the notice period, including any applicable minimum commitment. The parties may agree in writing to an earlier end date or alternative transition arrangement. One-off development projects are not subject to this standard 60-day notice rule; their cancellation and termination provisions are governed by the applicable project Agreement and Section 6.

8. Handover and Exit Arrangements

On expiry or termination, we will reasonably cooperate in an orderly handover of agreed, completed and paid-for deliverables, documentation and access within the scope of the Agreement. The Client must settle outstanding invoices and accrued charges in accordance with agreed payment terms. Handover work beyond the contracted scope, including migration, additional training, extended support or third-party transfer work, may be quoted separately. We will not improperly withhold Client-owned personal data or disregard mandatory legal obligations because of a payment dispute. Any access withdrawal, data return or deletion will follow the Agreement and applicable law.

9. Client Cooperation and Responsibilities

The Client will provide timely instructions, accurate requirements, authorised access, approvals, content, licences and a suitable technical environment. The Client is responsible for its own business decisions, staff training, operational use, legal notices, end-user consents and regulatory obligations. Delays or failures caused by missing approvals, incorrect information or unavailable third-party systems may affect price and delivery dates. The Client must not use our services unlawfully, deceptively or in breach of third-party platform rules.

10. Third-Party Platforms and Usage Charges

AI model providers, cloud hosting, telephony, messaging, CRM, API, payment and other third-party services may have separate pricing, service terms, availability limits and privacy policies. Unless expressly included in writing, their subscriptions, token usage, call minutes, message charges and related operating expenses are the Client’s responsibility. We do not guarantee the uninterrupted availability, pricing or outputs of independently operated third-party services. Changes to those services may require paid modifications or adjustments to the project.

11. Delivery, Testing and Acceptance

Delivery dates are estimates unless expressly agreed as binding. The Client will review deliverables promptly and report material non-conformities against written acceptance criteria within the agreed review period, or, if none is stated, within 10 business days after delivery. We will have a reasonable opportunity to correct verified defects within the agreed scope. Routine enhancements, new features and changes in requirements are not defects. No clause limits remedies that cannot lawfully be excluded.

12. Intellectual Property and Licensing

Unless the Agreement expressly provides otherwise, AYRO AI retains ownership of its pre-existing software, templates, libraries, methods, tools, know-how and reusable components. Subject to payment of all amounts properly due, the Client receives the rights to bespoke deliverables expressly granted in the Agreement. Third-party software remains subject to its applicable licence. The Client retains ownership of materials and data it provides and grants AYRO AI the limited rights needed to perform the services. Any transfer of source code, exclusivity or assignment of intellectual property must be expressly documented.

13. Data Protection and Confidentiality

Each party must comply with the data protection laws applicable to its own activities. In our standard build-and-handover model, the Client generally controls personal data processed in its live systems after deployment; AYRO AI does not routinely access or monitor that data unless separately authorised for support or other services. Roles depend on actual processing activities, not labels alone. Where we process personal data on the Client’s behalf, the parties will put in place an appropriate data processing agreement where required. Each party will protect the other’s non-public confidential information and use it only for authorised purposes, subject to ordinary legal disclosure exceptions. Our website Privacy Policy separately governs personal information we collect for our own business.

14. AI Outputs and Operational Limitations

AI-enabled services can produce inaccurate, incomplete or unexpected outputs. Unless expressly contracted otherwise, they are assistive technologies and do not replace qualified human review or professional judgment. The Client is responsible for appropriate testing, oversight, escalation processes and monitoring in its own environment, particularly for regulated, safety-critical or consequential uses. We do not warrant particular commercial results, lead volumes, revenue, model behaviour or uninterrupted operation unless specifically committed in writing.

15. Warranties and Liability

We will perform our services with reasonable care and skill and in accordance with the applicable Agreement. To the extent permitted by law, neither party is liable for indirect or consequential loss, lost profits or lost opportunities arising from the Agreement. Unless a signed Agreement states otherwise, AYRO AI’s aggregate contractual liability relating to a claim will not exceed the fees paid or payable to AYRO AI under the affected Agreement in the 12 months preceding the event giving rise to the claim. This cap and any exclusion do not apply to fraud, wilful misconduct or any liability that cannot lawfully be limited, and are subject to any mandatory law or expressly agreed exceptions. Nothing here excludes liability for AYRO AI’s own unlawful processing or breach of non-excludable duties.

16. Termination for Cause

Either party may terminate an Agreement for a material breach that remains unremedied 14 calendar days after written notice describing the breach, unless the breach cannot reasonably be remedied or the Agreement specifies a different period. Either party may terminate immediately where continued performance would be unlawful or in other circumstances expressly provided in the Agreement. Termination does not extinguish accrued payment obligations, confidentiality, intellectual property rights, data protection duties or other provisions intended to survive.

17. Communications and Account Management

Commercial terms, project milestones, key dates, payment schedules and cancellation arrangements will be explained in the relevant proposal or by an authorised AYRO AI representative or account manager. Material variations must be confirmed in writing by authorised representatives of both parties. Routine communications may take place by email or other agreed channels; formal termination notices must be sent by email to the address specified in the Agreement or, if none is specified, sales@ayro.ai.

18. Events Beyond Reasonable Control

Neither party will be responsible for delay caused by events outside its reasonable control, provided it gives prompt notice and takes reasonable steps to mitigate the effect. Payment obligations already accrued remain payable. If a prolonged event materially prevents performance, the parties will discuss a fair resolution or exercise any applicable termination right.

19. Governing Law and Disputes

Unless the applicable Agreement expressly states otherwise, these Terms and contractual disputes are governed by the laws applicable in Ras Al Khaimah, United Arab Emirates, and the competent courts of Ras Al Khaimah shall have jurisdiction, subject to mandatory law. The parties will first seek to resolve disputes in good faith through written discussions. Nothing in these Terms overrides mandatory rights or jurisdiction rules that cannot lawfully be excluded.

20. Changes and Contact

We may update these website Terms from time to time. Updated terms will apply to future engagements when incorporated into the relevant Agreement; they do not unilaterally amend existing signed contracts unless the parties validly agree. For proposals, billing, notices or questions, contact AYRO AI FZ-LLC at sales@ayro.ai. Headquarters: Ras Al Khaimah, United Arab Emirates. Website: www.ayro.ai.

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