These general terms govern engagements between Cielo Tech (“we”, “us”) and clients (“you”) for IT architecture, security and risk advisory, IT advisory and consultancy, project and programme delivery, and managed services. Specific terms agreed in a Statement of Work take precedence over these general terms where they conflict.
Services are delivered under one of the following models, as agreed per engagement: staff augmentation, dedicated squad, managed services (infogérance), or advisory retainer. The specific model, scope, and deliverables for each engagement are set out in a Statement of Work.
Each engagement is governed by a Statement of Work (“SOW”) specifying scope, deliverables, timeline, staffing, and fees. These general terms apply to every SOW unless the SOW expressly states otherwise.
Fees are invoiced according to the schedule set out in the applicable SOW. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Late payments may accrue interest at the statutory rate applicable under Moroccan law.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with an engagement, and to use it solely for the purposes of that engagement. This obligation survives termination of the engagement.
You retain ownership of your pre-existing intellectual property and data. Ownership of work product created specifically for you under an SOW is set out in that SOW. Cielo Tech retains ownership of its pre-existing methodologies, tools, and general know-how, including improvements made while delivering your engagement.
Where an engagement involves processing personal data on your behalf — for example under a managed services arrangement — the parties will agree a separate data processing agreement setting out the terms of that processing, consistent with the GDPR and/or Moroccan Law 09-08 as applicable.
Except in cases of gross negligence or wilful misconduct, each party’s liability arising from an engagement is limited to the fees paid under the relevant SOW in the twelve months preceding the claim. Neither party is liable for indirect or consequential losses.
Either party may terminate an engagement in accordance with the notice period set out in the applicable SOW. On termination, you remain liable for fees for services delivered up to the termination date.
These terms and any engagement governed by them are subject to the laws of Morocco, and the courts of Casablanca have exclusive jurisdiction over any dispute, unless the applicable SOW states otherwise.
We may update these general terms from time to time; changes do not apply retroactively to SOWs already signed. This page reflects the most recent revision.