Terms of Service

1) Acceptance of these Terms

These Terms of Service ("Terms") govern your access to and use of our website, content, forms, and any services we provide, including AI automations/agents, software and Web3 development, digital twins & metaverse experiences, events and live streaming (collectively, the "Services"). By accessing our website or engaging us for Services, you agree to these Terms and our Privacy Policy (https://www.futureandhappiness.com/privacy-policy).

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the website or Services.

2) Who we are

Future and Happiness Events Organizing L.L.C. is a Dubai-based company providing innovation consulting and delivery across AI, software/Web3, and immersive experiences. Our principal place of business is in Dubai, United Arab Emirates.

3) Services; Proposals and SOWs

3.1 Scope. We provide Services described on our website and as further detailed in Proposals or Statements of Work ("SOW"). A Proposal/SOW will specify deliverables, timeline, fees, acceptance criteria, and any special terms.

3.2 Order of precedence. If a Proposal/SOW conflicts with these Terms, the Proposal/SOW controls for that engagement; otherwise, these Terms apply.

3.3 Change requests. Any changes to scope, timeline, or deliverables require written approval and may affect price and schedule.

4) Accounts and Site Use

4.1 Eligibility. You must be at least 18 and legally able to contract.

4.2 Accuracy. Information you submit (contact forms, lead forms, bookings) must be true and complete.

4.3 Acceptable use. You will not: (a) misuse, disrupt, or attempt to gain unauthorized access to our systems; (b) submit unlawful, infringing, or harmful content; (c) use the Services to violate law, third-party rights, or platform policies.

5) Fees, Invoicing, Taxes, and Refunds

5.1 Fees. Fees are as stated in the Proposal/SOW (fixed fee, milestone-based, or time-and-materials).

5.2 Invoicing & payment. Unless stated otherwise: (a) deposits are due on acceptance; (b) subsequent invoices are due net 7 calendar days; (c) late amounts may accrue a 1.5% monthly charge (or the maximum allowed by law), and we may suspend Services for non-payment.

5.3 Taxes. Fees are exclusive of any applicable VAT/sales/use taxes. You are responsible for taxes, duties, and withholdings, excluding our income taxes.

5.4 Refunds. Deposits are non-refundable once work starts. For cancellations, you remain responsible for work performed and non-recoverable expenses through the effective cancellation date. Any prepaid, unearned amounts (after deducting work performed/committed costs) will be refunded within 30 days.

6) Client Responsibilities

6.1 Collaboration & access. You will provide timely access to stakeholders, systems, content, credentials, test data, and approvals. Delays in access or feedback may shift timelines and cost.

6.2 Content and rights. You warrant you own or have rights to any materials you supply and grant us the necessary license to use them to deliver the Services.

6.3 Compliance. You are responsible for compliance with laws applicable to your business, including content, privacy, marketing, industry regulations, and (where relevant) financial and consumer protections.

7) AI-Specific Terms

7.1 Nature of AI outputs. AI systems can be non-deterministic and may produce incorrect or biased outputs. You agree to maintain appropriate human review and not rely on AI outputs as sole decision-making without validation.

7.2 Data handling. Unless an SOW says otherwise, we do not use your confidential data to train public models or commingle it across clients. We may use anonymized or aggregated telemetry to improve quality, performance, and security.

7.3 Third-party models. If an SOW integrates third-party AI (e.g., LLMs, ASR/TTS), their terms apply. You authorize us to use such providers as your processors/sub-processors as needed to deliver the Services.

8) Web3 / Smart Contracts / Digital Assets

8.1 No financial advice. We do not provide investment, legal, or tax advice. Markets and digital assets are volatile; you assume full responsibility for any decisions.

8.2 Smart contract risk. Smart contracts and on-chain systems may have defects or economic/game-theoretic risks. Even after testing/audits, no smart contract is guaranteed to be free of vulnerabilities.

8.3 Compliance. For any token, wallet, or Web3 system we design or integrate, you are responsible for regulatory compliance (e.g., KYC/AML, sanctions screening, consumer law) unless expressly assumed by us in an SOW.

9) Events, Filming, Live Streaming

9.1 Permissions. You are responsible for venues, permits, and any required releases or consents for participants.

9.2 Broadcast risks. Live streams depend on third-party platforms, networks, and hardware; we cannot guarantee uninterrupted availability. We will use commercially reasonable efforts to mitigate downtime.

9.3 Cancellations/force majeure. See Section 17.

10) Intellectual Property

10.1 Client Materials. As between the parties, you own your pre-existing materials and data ("Client Materials"). You grant us a non-exclusive, royalty-free license to use Client Materials to provide the Services.

10.2 Background IP. Our pre-existing tools, frameworks, libraries, templates, and know-how ("Background IP") remain our exclusive property.

10.3 Deliverables. Upon full payment, you receive ownership of bespoke Deliverables specifically identified in the SOW (e.g., custom code, designs, models, 3D assets), excluding Background IP, open-source components, and third-party materials. To the extent Deliverables include our Background IP, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use it solely as embedded in or necessary to use the Deliverables.

10.4 Open source & third-party components. Deliverables may include open-source or third-party components under their respective licenses. We will provide notices/license files where applicable.

10.5 Portfolio use. We may display non-confidential summaries, screenshots, or anonymized descriptions of the project in our portfolio and marketing (website, presentations), unless your SOW states otherwise or you email privacy@futureandhappiness.com to opt out.

11) Confidentiality

11.1 Definition. "Confidential Information" is non-public information disclosed by one party that is marked confidential or reasonably should be understood as confidential (e.g., business plans, code, data, designs, pricing).

11.2 Obligations. The receiving party will use the discloser's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and subcontractors who need to know and are bound by confidentiality obligations.

11.3 Exclusions. Information that is public, independently developed, or lawfully obtained from a third party is not confidential.

11.4 Compelled disclosure. We may disclose Confidential Information if legally required, giving notice when permitted.

12) Data Protection

We handle personal data as described in our Privacy Policy (https://www.futureandhappiness.com/privacy-policy). If an SOW involves processing personal data on your behalf, we will act as a processor and, if required, enter into a data processing addendum with you.

13) Warranties and Disclaimers

13.1 Mutual warranties. Each party represents it has the authority to enter into these Terms.

13.2 Service warranty. We will perform the Services in a professional and workmanlike manner consistent with industry standards.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE WEBSITE, DELIVERABLES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, or that outcomes will meet your business goals.

14) Indemnification

14.1 By you. You will defend and indemnify us against claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your content or data; (b) your use of Deliverables in violation of law or third-party rights; (c) your breach of these Terms.

14.2 By us. We will defend and indemnify you against third-party claims that our Background IP as delivered and used as permitted infringes intellectual property rights, provided you promptly notify us, allow us control of the defense, and cooperate. If infringement is alleged, we may modify or replace the affected component or refund the fees paid for that component's development.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; and (b) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 6 MONTHS BEFORE THE EVENT CAUSING LIABILITY. Nothing limits liability for death/personal injury caused by negligence, fraud, or willful misconduct where such limitation is prohibited by law.

16) Suspension and Termination

16.1 Suspension. We may suspend Services or access to systems for non-payment, security risk, or violation of these Terms.

16.2 Termination for convenience. Either party may terminate an SOW for convenience with 14 days' written notice; you will pay for work performed and committed costs up to the effective date.

16.3 Termination for cause. Either party may terminate for material breach if not cured within 10 days after written notice.

16.4 Effect. Upon termination, licenses granted to you continue for paid Deliverables under Section 10.3. Each party will return or destroy the other's Confidential Information on request, subject to legal retention requirements.

17) Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, utility/internet failures, platform outages, or epidemics. Each party will use reasonable efforts to mitigate and resume performance.

18) Independent Contractors; Subcontractors

We are an independent contractor. We may use qualified subcontractors and subprocessors to deliver the Services and remain responsible for their performance.

19) Anti-Bribery, Sanctions, Export

You represent that you and your affiliates will comply with applicable anti-bribery/anti-corruption, sanctions, and export control laws. You will not use the Services in breach of such laws or to support prohibited activities.

20) Publicity and Reference Use

Unless you opt out in writing, you grant us the right to list your company name and logo on our website and marketing materials as a client and to describe the engagement in general terms, consistent with Section 10.5.

21) Governing Law; Venue; Disputes

These Terms and any dispute arising out of or related to them are governed by the laws of the Dubai International Financial Centre (DIFC), excluding its conflicts rules. The parties submit to the exclusive jurisdiction of the DIFC Courts in Dubai, UAE. Before filing suit, the parties will attempt good-faith resolution through senior-level discussions for at least 15 days.

22) Notices

Notices must be in writing and delivered by email and one of: courier, registered mail, or recognized overnight service. Notices to Future and Happiness: privacy@futureandhappiness.com and then confirmed by reply or alternate written channel we designate.

23) Miscellaneous

23.1 Entire agreement. These Terms plus any Proposal/SOW are the entire agreement and supersede prior discussions.

23.2 Severability. If any provision is unenforceable, the remainder stays in effect.

23.3 Assignment. You may not assign these Terms without our prior written consent; we may assign in connection with a reorganization, merger, or sale of assets.

23.4 No waiver. Failure to enforce a right is not a waiver.

23.5 Survival. Sections 5, 6, 7, 8, 10–17, 19–23 survive termination.

23.6 Headings. Headings are for convenience only and do not affect interpretation.

23.7 Language. These Terms are in English; translations are for convenience only.