Last updated: 26 February 2026
1. DEFINITIONS
In this Agreement the following terms have the following meanings unless the context requires otherwise:
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity where control means the direct or indirect ownership of 50% or more of the voting power or equity in an entity or de facto control by an entity of another entity’s decision making;
“Applicable Legislation” means all relevant laws, regulations and codes of practice applicable and for the time being in force in the DIFC including, without limitation, the Data Protection Laws;
“Commencement Date” means the date of acknowledgement and acceptance of this Agreement by the SOC Client for provision of Services, regardless of when Services become operational;
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UAE including DIFC Law No. 5 of 2020 and DIFC Data Protection Regulations 2020, together with laws implementing or supplementing any such laws in the DIFC or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
“DIFC” means Dubai International Financial Centre;
“Fee” means the monies payable to Ignyte by the SOC Client in accordance with clause 3 and as set out in detail in Schedule 3;
“Intellectual Property Rights” means the patent rights, utility rights, trademarks (registered and unregistered), service marks, designs, design rights (registered and unregistered), industrial designs, database rights, copyright (including all copyright in any designs, databases and computer software), inventions, trade secrets, know-how, confidential information, registrable business names and all other intellectual property rights and rights of a similar character exercisable in any part of the world (whether or not the same are registered or capable of registration), and all applications and rights to apply for protection of any of the same in each case for their full term and together with any renewals or extensions;
“Platform” means the Marketplace platform at www.ignyte.ae or/and any other platform owned and operated by Ignyte, including any successor sites (as applicable);
“Security Operations Center (SOC)” means Ignyte SOC which is a sovereign-grade Security Operations Center (SOC). Located within the DIFC, Ignyte SOC operates as a next-generation, AI-powered defense platform, fully hosted in the UAE.
“SOC Client” means the entity that has procured the Services.
“Services” means the services to be provided by Ignyte to the SOC Client as set out in clause 2 and further set out in Schedule 1;
“Term” means the duration of this Agreement as set out in clause 8;
“Trademarks” means the registered or unregistered trademarks owned by the Parties or by the Parties’ parent companies, subsidiaries, or affiliates, as set out in Schedule 2; and
“UAE” means United Arab Emirates.
1.1 In this Agreement the definitions of the defined terms above shall apply equally to use of the singular and plural of the defined terms.
1.2 In this Agreement, a reference to a statutory provision includes a reference to the statutory provision as replaced, modified or re-enacted from time to time before or after the date of signature of this Agreement.
1.3 Any phrase introduced by the term “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. PROVISION OF SERVICES
2.1 For the consideration due to Ignyte under clause 3 and subject to the terms of this Agreement, Ignyte hereby grants to the SOC Client the Services for exercise during the Term.
2.2 The SOC Client shall not use the Services in any way or manner that, in the reasonable opinion of Ignyte, is prejudicial to the image and/or goodwill of Ignyte and/or DIFC.
2.3 All rights and opportunities not expressly granted to the SOC Client under this Agreement are hereby reserved by Ignyte. The SOC Client acknowledges and agrees that Ignyte shall only be liable to provide the Services to the extent that the Platform remains in operation during the Term. The SOC Client acknowledges and agrees that there may be circumstances in which the Platform is not operational and Ignyte does not guarantee a minimum period during which the Platform will remain operational.
2.4 The SOC Client acknowledges and agrees that Ignyte shall not be liable for any claims for breach of contract or for negligence or otherwise if it fails to provide the Services to the SOC Client or to carry out any of its obligations under this Agreement, if Ignyte is unable to continue to grant the licenses for the Services or carry out any of its obligations under this Agreement without being in breach of any Applicable Legislation or if Ignyte is unable to provide any of the Services as a result of the SOC Client failing to comply with any of its obligations under this Agreement.
3. FEE AND PAYMENT TERMS
3.1 In consideration of the Services to be provided pursuant to the terms of this Agreement, the SOC Client shall pay Ignyte the Fee in the amount and on the payment terms set out in Schedule 3. The SOC Client agrees that no Services may be utilised by the SOC Client, and Ignyte shall not be obliged to provide the Services, until full payment of the Fee has been received by Ignyte.
3.2 All amounts payable to Ignyte under this Agreement are to be paid free and clear of (and without deduction or withholding for) any tax (including withholding, sales, use, value added and/or any other tax), duties, currency control restrictions, commissions and/or other withholdings whatsoever and the SOC Client shall be solely responsible for any such tax, duties, currency control restrictions, commissions and/or other withholdings. To the extent that the SOC Client makes, pays, deducts and/or withholds any such tax, duties, currency control restrictions, commissions and/or other withholdings (or is required to do the same), then the SOC Client shall gross up the relevant amount payable under this Agreement so as to ensure that Ignyte receives the full amount as expressed in this Agreement.
3.3 If there shall be any delay in the payment of any amount payable to Ignyte under this Agreement for any reason, Ignyte shall be entitled to suspend the Services until full payment is received. The foregoing shall be without prejudice to Ignyte’s other rights with respect to late payment (including any right to terminate this Agreement).
3.4 All payments made to Ignyte are nonrefundable once a service, subscription, program, event, or digital offering has been accessed, activated, or used, in whole or in part. Users agree not to initiate chargebacks or payment disputes for utilised services; any such chargeback may be contested by Ignyte using evidence of usage, and may result in account suspension, termination, and recovery of associated costs, except where a refund is required by applicable law.
3.5 By opting for a subscription, you authorize recurring payments, which will renew automatically and will remain in effect indefinitely unless terminated by the subscriber in accordance with our cancellation terms.”
4. OBLIGATIONS OF THE SOC CLIENT
4.1 The SOC Client undertakes and agrees that during the Term it shall:
4.1.1 not use the Platform (in the event access is provided), or make any reference whatsoever to the Platform (if applicable), without the prior written approval of Ignyte which must be sought by the SOC Client in writing to Ignyte in accordance with clause 18 in each case;
4.1.2 promptly observe and comply with such rules and regulations and reasonable instructions and directions of Ignyte as Ignyte shall from time to time notify to the SOC Client in writing;
4.1.3 pay to Ignyte the Fee in accordance with the provisions of clause 3, and
4.2 The SOC Client undertakes and agrees that during the Term it shall not, and shall ensure that it shall not, make any defamatory statements about Ignyte and/or DIFC or undertake any activities or permit or suffer any activities to be undertaken which are detrimental to the name, image or reputation of Ignyte and/or DIFC.
5. TRADEMARKS
5.1 Ignyte Materials:
5.1.1 The SOC Client acknowledges that all Intellectual Property Rights and goodwill associated with the Ignyte Materials and all other Intellectual Property Rights of Ignyte shall be owned by Ignyte both during and after the Term. Without prejudice to the generality of the foregoing, the SOC Client hereby undertakes that, where applicable:
5.1.1.1 it will use the Ignyte Materials only as permitted pursuant to this Agreement and in accordance with any usage guidelines issued by Ignyte;
5.1.1.2 it will not use the Ignyte Materials together or in close conjunction or in combination with any other marks, names, words, logos, symbols or devices other than as permitted under this Agreement without the prior written approval of Ignyte;
5.1.1.3 it will not seek to register any trade or service marks which are similar to or substantially similar to or so nearly resemble any of the Ignyte Materials as to be likely to cause deception or confusion in the mind of the general public;
5.1.1.4 it will not use the Ignyte Materials in a manner which causes material harm to the goodwill attached to the Ignyte Materials;
5.1.1.5 it will notify Ignyte of any suspected infringement of the Ignyte Materials that it becomes aware of, but will take no steps or action whatsoever in relation to such suspected infringement;
5.1.1.6 it will not apply for registration of the Ignyte Materials and will neither interfere with in any manner nor attempt to prohibit the use or registration of the Ignyte Materials or any name, device or design resembling them by Ignyte; and
5.1.1.7 it will use all reasonable endeavours to execute such further documentation specified by Ignyte which may in Ignyte's reasonable opinion be required to record the terms of this Agreement or any understanding or obligation hereunder or on any trademark or other register or otherwise which may, in the reasonable opinion of Ignyte, be necessary to protect the Ignyte Materials and (without prejudice to the generality of the foregoing) shall reasonably assist Ignyte and its professional agents with such registrations of the Ignyte Materials as Ignyte may decide to seek.
5.2 SOC Client Materials
5.2.1 Ignyte acknowledges that all Intellectual Property Rights and goodwill in the SOC Client Materials shall be owned by the SOC Client both during and after the Term. Without prejudice to the generality of the foregoing, Ignyte undertakes that, where applicable:
5.2.1.1 it will use the SOC Client Materials only as permitted pursuant to this Agreement and in accordance with any usage guidelines issued by SOC Client;
5.2.1.2 it will not use any of the SOC Client Materials together or in close conjunction or in combination with any other marks, names, words, logos, symbols or devices other than as permitted under this Agreement (including any implementation of the Services) without the prior written approval of the SOC Client (not to be unreasonably withheld or delayed);
5.2.1.3 it will not seek to register any trade or service marks which are similar to or substantially similar to or so nearly resemble any of the SOC Client Materials as to be likely to cause deception or confusion in the mind of the general public;
5.2.1.4 it will not use the SOC Client Materials in a manner which is likely to cause material harm to the goodwill attached to the SOC Client Materials;
5.2.1.5 it will notify the SOC Client of any suspected infringement of the SOC Client Materials that it becomes aware of, but will take no steps or action whatsoever in relation to such suspected infringement;
5.2.1.6 it will not apply for registration of the SOC Client Materials itself and will neither interfere with in any manner nor attempt to prohibit the use or registration of the SOC Client Materials or any name, device or design resembling them by the SOC Client; and
5.2.1.7 it will use all reasonable endeavours to execute such further documentation specified by the SOC Client at the SOC Client’s cost which may in the SOC Client’s reasonable opinion be required to record the terms of this Agreement or any understanding or obligation hereunder or on any trademark or other register or otherwise which may in the reasonable opinion of the SOC Client be necessary to protect the SOC Client Materials and (without prejudice to the generality of the foregoing) at the cost of the SOC Client shall reasonably assist the SOC Client and its professional agents with such registrations for the SOC Client Materials; upon the prior written request of SOC Client and as the SOC Client may decide to seek.
6. REPRESENTATIONS, WARRANTIES AND INDEMNITY
6.1 Each party warrants to the other that:
6.1.1 it has the full right title and authority to enter into and perform this Agreement and is not bound by any previous agreement that adversely affects or conflicts with this Agreement;
6.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement; and
6.1.3 it will not disclose to any third party, other than to its professional advisers or as required by law or as agreed in writing between the parties, any information (whether financial or otherwise) in relation to the terms of this Agreement or any information relating to the business or affairs of the other.
6.2 Ignyte hereby warrants, represents and undertakes to the SOC Client that:
6.2.1 it is validly incorporated and existing under the laws of DIFC;
6.2.2 it is and will remain throughout the Term the legal and beneficial owner of the Ignyte Marks; and
6.2.3 to the extent already registered in particular countries as at the date of this Agreement, all registrations of the Ignyte Marks are valid and subsisting and all renewal and other fees in respect thereof have been paid up to and including the date hereof and will continue to be paid throughout the Term.
6.3 The SOC Client warrants, represents and undertakes to Ignyte that:
6.3.1 it is validly incorporated and existing under the laws of its incorporation;
6.3.2 its performance of this Agreement, and the Content and Trademarks provided by or on behalf of the SOC Client, and any other material in connection with this Agreement, shall be in compliance with Applicable Legislation;
6.3.3 it is and will remain throughout the Term the legal and beneficial owner of the Trademarks or has permission from the owner of the Trademarks to grant the rights granted herein in respect of the Trademarks;
6.3.4 all registrations/ applications of the Trademarks are valid and subsisting and all renewal and other fees in respect thereof have been paid up to and including the date hereof and will continue to be paid throughout the Term;
6.3.5 it will not act or engage in any practice or conduct that is or shall be an offense involving moral turpitude under any Applicable Legislation, or do anything that brings Ignyte, the Services or its Platform into public disrepute, contempt, scandal, or ridicule, or that insults or offends the community or any substantial organized group thereof. The SOC Client shall not do anything, nor fail to do anything, that would place Ignyte and/or its Affiliates in breach of any Applicable Legislation;
6.3.6 it will be solely responsible for procuring, and shall procure (at its sole cost) all relevant licences, authorisations, approvals, permits and consents to enable it to utilise the Services; and
6.3.7 it will utilise the Services in accordance with the terms of this Agreement.
6.4 The SOC Client shall indemnify, defend and hold Ignyte harmless, during and after the Term, on demand, from and against any and all actions, causes of action, claims, damages, liabilities, losses, costs and/or penalties of whatever nature or kind which arise out of or are in connection with:
6.4.1 any third party intellectual property claim, cause of action or demand against Ignyte arising out of Ignyte’s use of the SOC Client Materials or display thereof on the Platform (if applicable) in accordance with this Agreement;
6.4.2 any third party intellectual property claim, cause of action or demand against Ignyte arising out of the SOC Client’s use of the Ignyte Materials or display thereof on the Platform (if applicable) other than in accordance with the terms and conditions of this Agreement;
6.4.3 any breach of any representation or warranty made by the SOC Client under this Agreement;
6.4.4 the failure of the SOC Client to perform any of its obligations under this Agreement; and
6.4.5 any breach of clauses 5 or 12.
7. FORCE MAJEURE
Neither party shall be liable for any failure to perform or observe its obligations (with the exception of the SOC Client’s obligation to pay the Fee) under this Agreement or for any delay in such performance or observance if such failure or delay results from restraint of government, fire, explosion, accident, pandemic, epidemic or any other cause whatsoever beyond the reasonable control of such a party (“Force Majeure”). If any Force Majeure event persists for a period longer than thirty (30) days, Ignyte may terminate the Agreement immediately on notice to the SOC Client without liability.
8. TERM
This Agreement and the rights and obligations herein shall commence on the Commencement Date and shall continue in force for one year or at which time it will be auto-renewed, unless terminated earlier in accordance with the provisions of clause 7 or 9.
9. TERMINATION AND REMEDIES
9.1 Either party shall be entitled to terminate this Agreement with immediate effect prior to the expiry of the Term, without the need for a court order, by giving no less than three (3) months’ written notice to the other:
9.1.1 if either Party wishes to terminate the Services.
9.1.2 if the other is in material breach of this Agreement and has not remedied the same (where capable of remedy) within ten (10) days of service of a written notice specifying such breach; or
9.1.3 if the other goes into liquidation (except for the purposes of amalgamation or reconstruction) or receivership including administrative receivership or has an administrator appointed or makes any arrangement or composition in satisfaction of its debts with all of its creditors.
9.2 Ignyte shall be entitled, at its sole discretion, to: (i) suspend the Services until it considers that the applicable event (if capable of remedy) has been remedied; and/or (ii) terminate this Agreement with immediate effect prior to the expiry of the Term, without the need for a court order, by giving written notice to the SOC Client, if:
9.2.1 the SOC Client undertakes any activities or permits or suffers any activities to be undertaken which, in the reasonable opinion of Ignyte are detrimental to the name, image or reputation of Ignyte or the Platform; or
9.2.2 any amount due from the SOC Client to Ignyte pursuant to this Agreement remains outstanding for thirty (30) days from the date such amount became due.
10. EFFECT OF TERMINATION
10.1 Termination of this Agreement shall not affect the rights and obligations (other than provision of the Services after receipt of written notice of termination) which may have accrued before the date of such termination.
10.2 The parties shall have no further obligations or rights under this Agreement after the Term, without prejudice to any obligations or rights which have accrued to either party at the time when the Term ends, save that those provisions which by implication are intended to continue in force after the termination or expiry of this Agreement shall survive expiry of the Term or its earlier termination in so far as is necessary in order to give effect to their terms.
10.3 In the event of termination or expiry of this Agreement howsoever arising:
10.3.1 Ignyte shall have no further obligations to provide the Services;
10.3.2 all licences and/or rights granted to the SOC Client by Ignyte, if any, shall automatically revert to Ignyte, and all licences and/or rights granted to Ignyte by the SOC Client, if any, shall automatically revert to the SOC Client and neither party shall exploit its previous connection with the other party or its marks, either directly or indirectly; and
10.3.3 the SOC Client shall immediately pay to Ignyte any sums which are owing or due as at the date of termination or expiry.
11. ASSIGNMENT
Neither party may assign or transfer its rights and obligations under this Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, Ignyte may assign or transfer its rights and obligations to an Affiliate or in the circumstances of a merger or acquisition involving or relating to Ignyte on prior written notice to and without the prior written consent of the SOC Client.
12. CONFIDENTIALITY AND DATA PROTECTION
12.1 Neither party will at any time make use of or disclose to any third party, any information that may have been disclosed to that party during the course of negotiating provision of the Services in order to execute this Agreement or any Statement of Work during the Term of this Agreement (“Confidential Information”), unless required for the purposes of this Agreement.
12.2 The obligations contained in this clause 12 cease to apply to any information or knowledge that may subsequently come into the public domain by way of authorized disclosure.
12.3 The Parties agree that the provisions of confidentiality as defined in this clause 12 shall survive for up to three (3) years following the expiry or termination of this Agreement.
12.4 Each Party shall: (i) if requested in writing by the other Party at any time; and/or (ii) upon termination of this T&C in accordance with above clauses, promptly either (at the receiving Party’s option) return (or procure the return of) or destroy (or procure the destruction of) all Confidential Information disclosed by the other Party (and reproductions thereof) in its possession or control. These obligations shall not apply:
12.4.1 to the extent that a Party is required to retain such Confidential Information under any Applicable Legislation or for internal compliance reasons;
12.4.2 to electronic copies of Confidential Information created as a result of automatic back- up procedures; or
12.4.3 to the extent that the Receiving Party has received the prior written consent of the disclosing Party to retain any such Confidential Information.
12.5 Neither Party shall reproduce Confidential Information disclosed by other Party in any form except: (i) to the extent authorized in writing by such other Party prior to such reproduction; (ii) as required for, or in relation, to the strategic development of Ignyte or its partners and/or agents, or (iii) pursuant to Applicable Legislation. For the avoidance of doubt:
12.5.1 Subject to the foregoing provisions of this Agreement, reproductions by a Party of Confidential Information disclosed by the other Party shall remain the property of the disclosing Party.
12.5.2 The reproducing Party shall ensure that the reproductions contain all confidentiality or proprietary notices or legends which appear on the originals.
12.6 Each Party shall, in its provision or use of the Ignyte Services (as applicable), comply with the requirements of the Data Protection Laws.
12.7 Without prejudice to the generality of the foregoing, Ignyte will collect and process any personal data obtained from the SOC Client in accordance with the Ignyte Privacy Policy available on the Ignyte Website: www.ignyte.ae.
12.8 For the avoidance of doubt, any personal data collected will be processed solely and exclusively for the purpose of providing the Services. The information processed by Ignyte and any relevant partners and/or agents is solely required for the proper functioning the Services. As a result, the personal data normally processed are the SOC Client's surnames, first names, email addresses, postal addresses, telephone numbers and IP addresses.
12.9 Personal data is protected against unauthorized processing by appropriate technical and organizational measures.
13. LIABILTY
13.1 Nothing in this Agreement limits or excludes the liability of the SOC Client to Ignyte or its Affiliates for: (i) personal injury or death resulting directly from the SOC Client’s negligence or the negligence of its personnel; (ii) fraud or fraudulent misrepresentation, willful default and/or gross negligence; (iii) a breach of clause 5 or clause 12; (iv) any actual or alleged breach of a third party’s rights (including any Intellectual Property Rights); (v) any indemnity under the Agreement; and/or (vi) any liability that cannot be limited or excluded under Applicable Legislation.
13.2 Ignyte’s (and its Affiliates’) total, aggregate, liability to the SOC Client (and/or its Affiliates), whether in contract or tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with this Agreement shall not exceed 100% of the Fee paid or payable by the SOC Client in relation to the relevant Services.
13.3 Subject to clause 13.1 above, and notwithstanding anything else in this Agreement to the contrary, Ignyte will not be liable for any special, incidental, indirect or consequential damages incurred by the SOC Client or its Affiliates and/or any loss of profits, revenue, business, anticipated savings, use of any product or service, opportunity, goodwill or reputation; or lost or damaged data (whether direct or indirect).
13.4 The SOC Client acknowledges and agrees that Ignyte makes no warranty or representation as to the effectiveness of the Services, or to the effectiveness or profitability of the Platform (if accessed). The SOC Client acknowledges and agrees that the Services and Platform (if accessed) and related functionality will be provided “as is”.
14. INDEPENDENT PARTIES
The parties are independent contracting parties. This Agreement does not constitute and will not be construed as constituting an agency arrangement, a partnership, or a joint venture between Ignyte and the SOC Client.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and will not be modified or amended unless in writing signed by both Ignyte and the SOC Client. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement
16. AMENDMENTS
This Agreement may only be amended in writing signed by the duly authorised representatives of both parties.
17. SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable and can be deleted without altering the essence of this Agreement, the invalid, illegal or unenforceable provision will be severed and the remaining provisions will remain in full force or effect. If the invalid, illegal or unenforceable provision cannot be deleted without altering the essence of this Agreement, the parties shall immediately commence good faith negotiations to remedy such invalidity, illegality or unenforceability.
18. NOTICES
18.1 Notices by either party to the other will be in writing and will be given at the respective addresses of Ignyte and the SOC Client as provided during onboarding of the SOC Client for provision of Services.
18.2 Notices will be deemed effective the date the notice is given, except that notices of change of address will be effective when received.
19. SURVIVAL
The expiry or termination of this Agreement for whatever reason shall not affect or prejudice the obligations and rights of the parties which have accrued due on or before or arising out of the expiry or termination of the Agreement. The provisions of this Agreement which expressly survive the expiry or termination of this Agreement include, without limitation, clauses 2, 3, 4, 5, 6, 8, 9, 10, 12, 13 and 21.
20. SIGNATURE/COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
21. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by and construed and enforced in accordance with the laws of the DIFC. Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the Courts of the DIFC.
