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STANDARD TERMS AND CONDITIONS OF SERVICES

Karez Technologies

Effective Date: 28-08-2026

These Standard Terms and Conditions of Services (“Terms”) govern the provision of professional, consulting, implementation, configuration, development, support and related technology services by Karez Technologies (“Karez Technologies”, “Karez”, “we”, “us”, or “our”) to its clients.

By accepting a quotation, proposal, order, Statement of Work, or other commercial document that references these Terms, the Client agrees to be bound by these Terms unless otherwise expressly agreed in writing.

1. Definitions

For purposes of these Terms:

“Client” means the person, company, organization or other legal entity purchasing or receiving Services from Karez Technologies.

“Services” means the professional services provided by Karez Technologies, including, where applicable, ERP consulting and implementation, business analysis, business process optimization, software configuration, customization, development, integration, data migration assistance, reporting, automation, artificial intelligence, business intelligence, training, support and other technology-related services.

“Quotation” means a quotation, proposal, sales order, Statement of Work, project agreement or similar commercial document issued by Karez Technologies describing Services, fees or other project-specific conditions.

“Scope” means the Services and Deliverables expressly identified in an accepted Quotation or other written agreement.

“Deliverables” means configurations, reports, documentation, workflows, developments or other outputs expressly included within the agreed Scope.

“Change Request” means a request to add, remove or materially modify requirements, functionality, Deliverables or Services after the Scope has been agreed.

“Third-Party Services” means software, platforms, applications, hosting, infrastructure, APIs, licenses or services provided by parties other than Karez Technologies.

“Business Day” means a normal working day in the Kurdistan Region of Iraq, excluding official public holidays, unless otherwise stated in the applicable Quotation.

2. Application of Terms

2.1. These Terms apply to Services supplied by Karez Technologies unless different terms are expressly agreed in writing.

2.2. The Client’s own purchasing terms, standard terms or similar documents shall not override these Terms merely because they are referenced in a purchase order, email or other Client document.

2.3. Any modification or exception to these Terms must be expressly agreed in writing by Karez Technologies.

2.4. In the event of inconsistency between these Terms and an accepted Quotation or specifically negotiated written agreement, the specifically agreed terms of that document shall prevail for that project.

2.5. Acceptance may occur through signature, electronic acceptance, written confirmation, payment, issuance of an agreed purchase order, or commencement of Services at the Client’s written request.

3. Quotations & Scope

3.1. Karez Technologies shall provide Services according to the Scope specified in the applicable Quotation or written agreement.

3.2. Quotations are valid for the period stated on the Quotation. If no validity period is specified, the Quotation shall remain valid for thirty (30) calendar days from its issue date.

3.3. Only requirements expressly included in the agreed Scope are included in the quoted fee.

3.4. Unless expressly included, the following may be treated as additional Services:

  • additional applications, modules or business units;
  • new business processes or substantial workflow changes;
  • custom software development;
  • additional reports or material report redesigns;
  • third-party integrations;
  • additional data migration;
  • significant changes to previously approved configurations;
  • additional training;
  • additional locations, companies or operating entities;
  • additional support beyond the agreed support period; and
  • requirements identified after Scope approval that materially increase the work required.

3.5. Estimates regarding schedules, effort or delivery dates are based on the information available when the Quotation is prepared and may be revised where requirements, dependencies or circumstances materially change.

4. Fees & Payment

4.1. The Client shall pay the fees specified in the applicable Quotation.

4.2. Project-specific payment schedules stated in the Quotation take precedence over any general payment provisions contained in these Terms.

4.3. Unless otherwise stated, fees are exclusive of applicable taxes, government charges, duties, bank charges and third-party costs.

4.4. Invoices shall be payable within the payment period specified on the applicable invoice or Quotation.

4.5. The Client shall make payments without unauthorized deduction, set-off or withholding, except where withholding is required by applicable law.

4.6. Where the Client is legally required to withhold tax, the Client shall provide Karez Technologies with appropriate official evidence of the withholding and payment to the relevant authority.

4.7. Karez Technologies may suspend Services where an undisputed payment becomes materially overdue, subject to applicable law and reasonable written notice to the Client.

4.8. Suspension resulting from overdue payment may affect project schedules, resource availability and delivery dates. Karez Technologies shall not be responsible for resulting delays caused by such suspension.

4.9. Any bank transfer charges or intermediary banking fees relating to payment shall be borne by the Client unless otherwise agreed.

5. Client Responsibilities

Successful implementation requires active cooperation between Karez Technologies and the Client.

The Client shall:

5.1. Provide accurate and complete business, financial, operational and technical information reasonably required for the Services.

5.2. Provide timely access to appropriate employees, managers, systems, documentation and other resources required for implementation.

5.3. Designate appropriate representatives with sufficient knowledge and authority to provide decisions and approvals.

5.4. Review configurations, reports, workflows and other Deliverables within a reasonable period.

5.5. Participate in testing and provide timely feedback.

5.6. Ensure that information and instructions provided to Karez Technologies are accurate and authorized.

5.7. Maintain appropriate internal controls, authorization procedures and user management practices.

5.8. Obtain any licenses, permissions, approvals or third-party rights for which the Client is responsible.

5.9. Inform Karez Technologies promptly of changes to requirements, operations or circumstances that may materially affect the project.

Where project delays or additional work arise because required information, access, approvals, decisions or Client resources are unavailable, the project schedule and, where appropriate, fees may be adjusted.

6. Implementation & Change Requests

6.1. Karez Technologies shall perform the Services with reasonable professional skill and care and in accordance with the agreed Scope.

6.2. ERP and business-system implementations may involve discovery and refinement of requirements as existing Client processes are analyzed.

6.3. Reasonable configuration refinements within the agreed Scope may be handled as part of normal implementation.

6.4. Requirements that materially expand or change the agreed Scope may constitute a Change Request.

6.5. Before performing material out-of-scope work, Karez Technologies may provide an additional quotation, effort estimate or revised project schedule for Client approval.

6.6. Karez Technologies is not obligated to perform material out-of-scope work without commercial agreement.

6.7. Changes requested after a workflow, configuration or Deliverable has already been approved may require additional effort and may be separately chargeable where they materially alter completed work.

7. Data & Migration

7.1. Where data migration or import assistance is included, Karez Technologies shall assist with the preparation, mapping, import or validation of data according to the agreed Scope.

7.2. Unless expressly agreed otherwise, the Client remains responsible for the completeness, legality, ownership and accuracy of source data supplied to Karez Technologies.

7.3. The Client shall review and validate migrated data, including opening balances, customer/vendor information, products, inventory quantities and other material records, before final acceptance or production use.

7.4. Karez Technologies shall not be responsible for errors originating from inaccurate, incomplete, duplicated, corrupted or inconsistent source information supplied by the Client or third parties, except to the extent such errors result directly from Karez Technologies’ failure to perform the agreed migration Services with reasonable professional care.

7.5. Historical data cleansing, reconstruction or correction is not included unless expressly stated in the Scope.

7.6. The Client retains ownership of its business data.

8. Testing & Acceptance

8.1. Karez Technologies may perform functional testing as part of implementation.

8.2. The Client is responsible for participating in User Acceptance Testing (“UAT”) and confirming that agreed business processes operate appropriately for its intended use.

8.3. The Client should test material workflows before production use, including, where applicable:

sales and purchasing transactions, inventory movements, accounting transactions, approvals, reports, access permissions, manufacturing operations and other business-critical processes.

8.4. The Client shall report material issues discovered during acceptance testing within the agreed testing or acceptance period.

8.5. Karez Technologies shall use reasonable efforts to correct reproducible issues where the agreed configuration does not materially conform to the agreed Scope.

8.6. A Deliverable or implementation may be considered accepted when the Client:

  • expressly confirms acceptance;
  • approves the relevant implementation milestone;
  • begins routine production use of the system or Deliverable; or
  • fails to identify a material non-conformity within an agreed acceptance period after being requested to review it,

subject to any different acceptance procedure specified in the Quotation.

8.7. Minor defects that do not materially prevent intended business use shall not by themselves prevent acceptance and may be addressed through the agreed support or stabilization process.

9. Third-Party Software & Services

9.1. Projects may rely on Third-Party Services, including ERP software, hosting providers, cloud platforms, APIs, email providers, payment services, external applications or other technology providers.

9.2. Unless expressly included in the Quotation, fees for Third-Party Services are not included in Karez Technologies’ professional service fees.

9.3. Third-Party Services are governed by the terms, licenses, availability, security policies and technical limitations of their respective providers.

9.4. Karez Technologies does not control and cannot guarantee the continued availability, functionality or compatibility of Third-Party Services.

9.5. Changes introduced by third-party providers, including software upgrades, API modifications, pricing changes, discontinued features or platform changes, may require additional implementation work.

9.6. Such additional work is not automatically included in the original project fee unless expressly agreed.

9.7. Where Karez Technologies assists the Client in selecting or configuring third-party products, such assistance does not constitute a warranty by Karez Technologies of the third party’s products or services.

10. Support & Maintenance

10.1. Post-implementation support is provided only to the extent specified in the applicable Quotation, support agreement or service plan.

10.2. Implementation support may include reasonable assistance with stabilization, clarification of configured processes and correction of implementation issues within the agreed support period.

10.3. Unless expressly agreed otherwise, support does not include unlimited:

  • new functionality;
  • new reports;
  • process redesign;
  • additional modules;
  • third-party integrations;
  • custom development;
  • user retraining resulting from personnel changes;
  • correction of Client-entered data;
  • problems caused by unauthorized modifications; or
  • issues caused by third-party software or infrastructure.

10.4. Ongoing support, maintenance or optimization after the included support period may be provided under a separate support agreement, service package or quotation.

10.5. Response and resolution times are not guaranteed unless an applicable Service Level Agreement expressly establishes them.

11. Confidentiality

11.1. Each party may receive confidential business, technical, operational, financial or commercial information belonging to the other party.

11.2. Each party shall use reasonable measures to protect confidential information and shall use such information only for purposes related to the business relationship.

11.3. Confidential information shall not include information that:

  • is publicly available through no breach of these Terms;
  • was lawfully known to the receiving party before disclosure;
  • is lawfully received from another source without confidentiality restrictions; or
  • is independently developed without use of the other party’s confidential information.

11.4. Confidential information may be disclosed where required by applicable law or a competent governmental or judicial authority.

11.5. Karez Technologies may provide access to confidential information to personnel, contractors or professional advisers who reasonably require access for delivery of the Services and are subject to appropriate confidentiality obligations.

12. Intellectual Property

12.1. The Client retains ownership of its business data, trademarks, documents and materials supplied to Karez Technologies.

12.2. Third-party software remains the intellectual property of its respective owners and is governed by the applicable license terms.

12.3. Unless otherwise expressly agreed, Karez Technologies retains ownership of its pre-existing intellectual property, methodologies, implementation techniques, templates, generic configurations, reusable components, know-how, documentation frameworks and other materials developed independently of a specific Client.

12.4. Upon full payment of applicable fees, the Client may use project-specific Deliverables supplied for its internal business purposes, subject to applicable third-party rights and any specific licensing terms agreed for custom development.

12.5. Nothing in these Terms transfers ownership of Karez Technologies’ general knowledge, experience, methodologies or reusable know-how merely because such knowledge was applied during a Client project.

12.6. Ownership or licensing arrangements for substantial custom software development may be specified separately in the applicable Quotation or development agreement.

13. Warranties & Limitation of Liability

13.1. Karez Technologies shall perform its Services with reasonable professional skill and care in accordance with the agreed Scope.

13.2. The Client acknowledges that successful implementation depends on factors including accurate requirements, Client cooperation, quality of data, user participation, appropriate testing, timely decisions, third-party systems and operational adoption.

13.3. Karez Technologies does not warrant that software or systems will operate entirely without interruption or defects, particularly where functionality depends upon Third-Party Services.

13.4. To the maximum extent permitted by applicable law, Karez Technologies shall not be liable for indirect, incidental, special or consequential losses, including loss of anticipated profits, business opportunity or goodwill, arising from the Services.

13.5. Karez Technologies shall not be responsible for losses resulting from:

  • inaccurate information or instructions supplied by the Client;
  • unauthorized Client or third-party changes;
  • misuse of the system;
  • failure to follow agreed procedures;
  • third-party software or service failures;
  • cyber incidents outside Karez Technologies’ reasonable control;
  • Client failure to maintain appropriate backups where such responsibility belongs to the Client; or
  • use of the system contrary to documented or agreed procedures.

13.6. Subject to applicable law, Karez Technologies’ aggregate liability arising from a particular project shall not exceed the total professional service fees actually paid to Karez Technologies under the applicable Quotation giving rise to the claim.

13.7. Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law.

Section 13.6 should specifically be reviewed by your lawyer before publication.

14. Suspension & Termination

14.1. Either party may terminate a project or ongoing service in accordance with any termination provisions specified in the applicable Quotation or agreement.

14.2. Karez Technologies may suspend Services where:

  • undisputed invoices remain materially overdue;
  • the Client materially breaches its contractual obligations;
  • required cooperation or access is not provided for an extended period;
  • continuation of the Services would violate applicable law; or
  • there is a material security or operational risk requiring suspension.

14.3. Where reasonably practicable, Karez Technologies shall provide written notice and an opportunity to remedy the relevant breach before termination.

14.4. Termination shall not remove the Client’s obligation to pay for Services properly performed, approved expenses incurred or other amounts due up to the effective termination date.

14.5. Where a fixed-price project is terminated before completion, Karez Technologies may invoice for completed milestones, Deliverables and work reasonably performed up to termination, subject to the applicable agreement.

14.6. Upon payment of outstanding amounts, Karez Technologies shall reasonably cooperate in handing over Client-owned data and completed Client Deliverables in its possession, subject to applicable technical and contractual limitations.

14.7. Provisions concerning payment, confidentiality, intellectual property, liability and governing law shall survive termination where their nature requires them to continue.

15. Governing Law & Dispute Resolution

15.1. These Terms and the contractual relationship between Karez Technologies and the Client shall be governed by the applicable laws of Iraq, unless otherwise expressly agreed in writing.

15.2. The parties shall first attempt in good faith to resolve any dispute through direct negotiation between authorized representatives.

15.3. If the dispute cannot be resolved through negotiation within a reasonable period, either party may pursue the remedies available under applicable law.

15.4. The competent courts and specific jurisdiction applicable to disputes shall be determined in accordance with the applicable agreement and governing law.

15.5. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.