TERMS AND CONDITIONS

Last Updated: January 4, 2026

1. INTRODUCTION AND ACCEPTANCE

These Terms and Conditions ("Terms") constitute a legally binding agreement between Mada Consultant, a Wyoming corporation with registered address at 1021 E Lincolnway, Suite #8951, Cheyenne, WY 82001 ("Company," "we," "us," or "our"), and you ("Client," "you," or "your") governing your use of our website and business consultation services.

By accessing our website, engaging our services, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

2. SERVICES OFFERED

The Company provides business consultation services primarily focused on:

• Process improvement and optimization
• Business process automation
• Back office setup and enhancement
• Operational efficiency consulting
• Digital transformation advisory
• Workflow design and implementation

All services are provided subject to the execution of a separate Statement of Work ("SOW") or Service Agreement that will detail the specific scope, deliverables, timelines, and fees.

3. GEOGRAPHIC SCOPE

Our services are primarily offered to clients located in the Middle East and North Africa ("MENA") region and the Gulf Cooperation Council ("GCC") countries. We reserve the right to accept or decline service engagements at our sole discretion based on jurisdictional, regulatory, or operational considerations.

4. CLIENT OBLIGATIONS

4.1 Accurate Information

You agree to provide accurate, current, and complete information during service engagement and to update such information as necessary to maintain its accuracy.

4.2 Cooperation

You agree to provide timely access to personnel, data, systems, and facilities reasonably necessary for the Company to perform the services as outlined in the applicable SOW.

4.3 Decision Authority

You represent that individuals engaging our services on behalf of your organization have the authority to bind your organization to these Terms and any associated agreements.

4.4 Compliance

You agree to comply with all applicable laws and regulations in your jurisdiction related to the services provided.

5. FEES AND PAYMENT

5.1 Fee Structure

Fees for services will be specified in the applicable SOW or Service Agreement and may be structured as fixed fees, hourly rates, retainer arrangements, or performance-based compensation.

5.2 Payment Terms

Unless otherwise specified in the SOW, invoices are due within thirty (30) days of the invoice date. Late payments may incur interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.3 Currency

All fees are quoted and payable in United States Dollars (USD) unless otherwise specified in writing.

5.4 Expenses

Client shall reimburse the Company for reasonable, pre-approved out-of-pocket expenses incurred in connection with the services, including travel, accommodation, and materials.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Pre-Existing Materials

Each party retains all rights, title, and interest in its pre-existing intellectual property, including methodologies, tools, templates, and proprietary systems.

6.2 Work Product

Upon full payment of fees, Client shall own the final deliverables specifically created for Client under the SOW ("Work Product"), excluding any pre-existing materials or Company proprietary methodologies.

6.3 Company Methodologies

The Company retains all rights to its consulting methodologies, frameworks, processes, tools, and any derivative improvements thereof, even if developed or refined during Client engagements.

6.4 License Grant

The Company grants Client a non-exclusive, non-transferable license to use any Company methodologies or tools incorporated into the Work Product solely for Client's internal business purposes.

7. CONFIDENTIALITY

7.1 Definition

"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, financial data, technical information, customer data, strategic plans, and any information marked as confidential or that reasonably should be considered confidential.

7.2 Obligations

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such information to third parties without prior written consent; and (c) use such information only for purposes of the engagement.

7.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed pursuant to law or court order.

7.4 Duration

Confidentiality obligations shall survive for five (5) years following termination of the service relationship.

8. DATA PROTECTION AND PRIVACY

8.1 Compliance

Both parties agree to comply with applicable data protection laws, including but not limited to regulations in the MENA and GCC regions, as well as any applicable international standards.

8.2 Data Processing

To the extent the Company processes personal data on behalf of Client, the parties shall execute a separate Data Processing Agreement establishing the terms of such processing.

8.3 Privacy Policy

Use of our website and handling of personal information is governed by our Privacy Policy, incorporated herein by reference.

9. WARRANTIES AND DISCLAIMERS

9.1 Company Warranties

The Company warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

9.2 Client Warranties

Client warrants that: (a) it has the right to use and disclose any materials provided to the Company; (b) such materials do not infringe third-party rights; and (c) it will comply with all applicable laws.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT GUARANTEE SPECIFIC RESULTS OR OUTCOMES FROM ITS SERVICES.

10. LIMITATION OF LIABILITY

10.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.2 Exclusion of Damages

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in this Section 10 do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) gross negligence or willful misconduct; or (d) liabilities that cannot be limited under applicable law.

11. INDEMNIFICATION

11.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless the Company from claims arising from: (a) Client's breach of these Terms; (b) Client's violation of applicable laws; (c) infringement claims related to materials provided by Client; or (d) Client's use of deliverables in a manner outside the scope of services.

11.2 Company Indemnification

The Company agrees to indemnify Client from third-party claims that Work Product created solely by the Company infringes third-party intellectual property rights, provided Client promptly notifies the Company and cooperates in the defense.

12. TERM AND TERMINATION

12.1 Term

These Terms remain effective until terminated by either party. Individual service engagements are governed by the term specified in the applicable SOW.

12.2 Termination for Convenience

Either party may terminate a service engagement for convenience upon thirty (30) days' written notice. Client shall pay for all services performed and expenses incurred through the termination date.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases business operations.

12.4 Effect of Termination

Upon termination: (a) Client shall pay all outstanding fees and expenses; (b) each party shall return or destroy the other party's Confidential Information; and (c) provisions intended to survive (including confidentiality, intellectual property, limitation of liability, and indemnification) shall continue in effect.

13. INDEPENDENT CONTRACTOR

The Company is an independent contractor and not an employee, partner, or joint venturer with Client. Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship. The Company retains sole control over how services are performed.

14. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government actions, epidemics, pandemics, internet or telecommunications failures, or natural disasters. The affected party shall promptly notify the other party and use reasonable efforts to resume performance.

15. DISPUTE RESOLUTION

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles.

15.2 Negotiation

The parties agree to first attempt to resolve any disputes through good faith negotiation between senior representatives of each party.

15.3 Arbitration

If negotiation fails, any dispute shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wyoming, USA, unless otherwise agreed.

15.4 Exceptions

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights or breach of confidentiality obligations.

15.5 Jurisdiction

For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wyoming.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with any SOW or Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter.

16.2 Amendments

These Terms may be amended only by written agreement signed by both parties. The Company may update website terms by posting revised terms with an updated effective date, with continued use constituting acceptance.

16.3 Assignment

Client may not assign these Terms or any SOW without the Company's prior written consent. The Company may assign these Terms to any successor or affiliate upon notice to Client.

16.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to achieve the intended economic effect.

16.5 Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving party. A waiver of any breach does not constitute a waiver of any other breach.

16.6 Notices

All notices must be in writing and delivered by email, courier, or certified mail to the addresses specified in the SOW or as updated by either party. Notices are effective upon receipt.

16.7 Language

These Terms are executed in English, which shall be the controlling language for all purposes. Any translations are for convenience only.

16.8 Counterparts

These Terms and any SOW may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one agreement.

17. CONTACT INFORMATION