Terms of Engagement

These Terms of Engagement ("Terms") govern the relationship between Momentum AI, operated by Merih Çeliktopuz ("Momentum AI", "we", "us"), and any individual or organisation ("Client", "you") that engages our consulting, advisory, or related services.

By engaging Momentum AI — whether through a signed Statement of Work, a verbal agreement, or commencement of services — you acknowledge and agree to these Terms. They apply in conjunction with any specific engagement agreement or Statement of Work ("SOW") signed between the parties.

Momentum AI provides AI strategy consulting, diagnostic assessments, implementation advisory, and related professional services. The specific scope, deliverables, timeline, and fees for each engagement are defined in the relevant SOW or proposal document agreed upon between the parties.

We reserve the right to decline or discontinue any engagement at our discretion, provided reasonable notice is given.

Fees are as specified in the relevant SOW or proposal. Unless otherwise agreed:

— Invoices are payable within 14 days of issuance. — Retainer engagements are billed monthly in advance. — Project-based engagements may require a deposit of up to 50% prior to commencement. — Late payments may be subject to interest at 1.5% per month on outstanding balances.

All fees are exclusive of applicable taxes (including VAT where applicable). The Client is responsible for all applicable taxes in their jurisdiction.

Momentum AI retains ownership of all proprietary methodologies, frameworks, tools, templates, and know-how developed independently of any specific engagement ("Momentum IP"). Upon receipt of full payment, the Client is granted a non-exclusive, non-transferable licence to use any deliverables produced specifically for their engagement for internal business purposes.

Any pre-existing intellectual property of the Client remains the property of the Client. Neither party shall acquire any rights in the other's pre-existing IP as a result of an engagement.

Each party agrees to treat all non-public information received from the other party as confidential and to use such information solely for the purposes of the engagement. This obligation survives the conclusion of any engagement for a period of three (3) years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is required to be disclosed by law or regulatory authority.

To the fullest extent permitted by applicable law, Momentum AI's aggregate liability to the Client for any claim arising out of or in connection with an engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim in the three (3) months preceding the claim.

Momentum AI shall not be liable for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profit, revenue, data, or business opportunity, even if advised of the possibility of such damages.

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

Momentum AI warrants that services will be performed with reasonable skill and care by qualified professionals. We do not warrant that any AI strategy, recommendation, or implementation will guarantee specific business outcomes, as results depend on factors beyond our control, including but not limited to the Client's execution capacity, market conditions, and technology infrastructure.

All deliverables are provided for the Client's internal use and strategic guidance only, and do not constitute legal, financial, or regulatory advice.

Either party may terminate an engagement with 30 days' written notice. In the event of material breach by either party, the non-breaching party may terminate immediately upon written notice if the breach is not remedied within 14 days of notification.

Upon termination, the Client shall pay for all services rendered up to the effective termination date. Sections relating to confidentiality, intellectual property, and limitation of liability survive termination.

These Terms are governed by the laws of the United Arab Emirates, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between senior representatives of both parties.

If not resolved within 30 days, disputes shall be referred to the competent courts of Dubai, UAE, unless an alternative dispute resolution mechanism is agreed upon in writing.

Entire Agreement — These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior representations or understandings.

Amendments — Momentum AI may update these Terms periodically. Continued engagement following notice of changes constitutes acceptance of the revised Terms.

Severability — If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force.

No Waiver — Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.

Independent Contractor — Momentum AI operates as an independent contractor. Nothing in these Terms creates an employment, agency, or partnership relationship.

For any questions regarding these Terms or to initiate an engagement, please contact:

Merih Çeliktopuz — Momentum AI Dubai, United Arab Emirates celiktopuz.merih@gmail.com