GENERAL TERMS OF SERVICE (GTS) – 2026 REV
1. Appointment for Services
Subject to the terms and conditions contained herein Synapsis Consulting DMCC ("SC") shall render to the Client consulting services in relation to the Client's aviation undertakings.
SC shall render such services (the "Services") and deliver the required reports, products and other deliverables (together the "Deliverables") as mutually agreed upon between SC and the Client or as set forth in the Proposal.
2. SC’s Other Obligations
SC shall not make nor purport to make any commitment on behalf of the Client or any of the Client's affiliates without the express prior written approval of the Client.
In the performance of the Services SC shall act in good faith, in a diligent and professional manner and in the best interest of the Client at all times.
3. Client’s Obligations
The Client shall provide SC with all necessary information and material, which SC may reasonably need in order to perform the Services and otherwise fulfill its obligations hereunder.
The Client shall ensure timely responses to SC's requests for approvals, clarifications, and decisions to avoid project delays.
4. SC’s Resources
SC shall provide and make available such resources (SC's directors, employees, agents, representatives and affiliates) as shall be necessary to perform the Services called for by these General Terms of Service at its sole discretion.
The Services shall be performed in a workmanlike and professional manner by SC's resources having a level of skill and experience in the area commensurate with the requirements of the scope of work to be performed.
Unless specified otherwise all communication with respect to the Services shall be in English or French.
5. Fees and Expenses
5.1 Fee Structure
In consideration of the performance of the Services contemplated hereunder, the Client agrees to pay to SC the fees specified in the Proposal, which may be structured as a lump sum fee ("Lump Sum"), a daily fee ("Daily Fee"), or an hourly fee ("Hourly Fee").
5.2 Rates for Additional Services
When the Client requests services beyond the original Proposal scope, the following rates apply unless a specific change order states otherwise:
• Additional Daily Services: 4,500 AED or 1,000 EUR per day
• Additional Hourly Services: 600 AED or 130 EUR per hour
For clarity, these rates do not apply to the original Proposal scope, only to variations and supplemental work.
5.3 Payment Terms
SC shall invoice the Client as agreed. Unless agreed otherwise such invoice is due and payable within thirty (30) days of presentation to the Client.
Suspension Rights: SC may suspend performance of Services upon ten (10) days written notice if any invoice remains unpaid beyond thirty (30) days from the due date. Project timelines shall be automatically extended by the duration of any suspension.
5.4 Expenses
Fees do not include reasonable expenses for international (outside of UAE) travel, food and accommodation unless specifically defined. Subject to Client's prior approval, such expenses will be reimbursed at the following rates:
• Per diem fees for each 24H period out of UAE: 900 AED or 200 EUROS
• Visa expenses: as per actual costs
• Hotel and air travel: actual amounts to be agreed in advance with Client
6. Term and Termination
These General Terms of Service commence upon acceptance and signature by the Client. Termination notice periods shall be:
• For projects with duration less than 3 months: 30 days written notice
• For projects with duration of 3 months or more: 60 days written notice
If either party materially breaches these terms and fails to cure within 10 working days of written notice, the non-breaching party may terminate immediately.
SC may terminate immediately if payment is overdue by more than thirty (30) days after written notice.
7. Intellectual Property
7.1 Ownership
All Intellectual Property Rights in any Materials created by SC in connection with the Services shall vest in and remain the property of SC. "Materials" include but are not limited to reports, studies, calculations, models, diagrams, drawings, software, databases, templates, methodologies, processes, know-how, techniques, and all preparatory works.
7.2 Background IP
SC's pre-existing intellectual property, tools, software, templates, standards, methodologies, and know-how ("Background IP") shall remain the exclusive property of SC. Client receives only the limited rights necessary to use the Deliverables for their intended purpose.
7.3 Client License
SC grants the Client a non-exclusive, non-transferable (except to Client's group companies), worldwide, royalty-free license to use the Materials solely for:
• The specific project for which the Materials were delivered
• Client's internal business purposes directly related to such project
7.4 Freedom to Operate
Nothing in this Agreement prevents SC from:
• Providing similar services to other clients
• Using similar methods, analyses, or models for other clients
• Developing and enhancing its methodologies and tools
provided SC does not disclose Client's Confidential Information.
7.5 Joint Developments
Where Materials are jointly developed with significant creative input from Client, ownership shall be determined by separate written agreement. Absent such agreement, SC retains ownership with Client receiving an enhanced license for broader use.
7.6 Third-Party Sharing
Client may share Materials with the following parties without prior consent:
• Government authorities and aviation regulators (GCAA, GACA, ICAO, etc.)
• Project financiers, lenders, and insurers
• Essential project contractors and professional advisors
Subject to the following conditions:
• Materials must be shared as-is with all SC disclaimers and copyright notices intact
• SC owes no duty of care to such third parties
• Client indemnifies SC from any third-party claims
For all other third parties, Client must obtain SC's prior written consent.
8. Non-Solicitation and IP Protection
For a period of twenty-four (24) months following completion or termination of the relevant Service Agreement under which SC personnel provided Services, Client shall not:
• Directly or indirectly solicit, hire, or engage any SC personnel who were involved in providing the Services
• Provide SC's proprietary tools, templates, or models to competing consultants or request that they be replicated
• Reverse engineer, decompile, or attempt to derive SC's proprietary methods, tools, or algorithms
9. Change Control and Dependencies
9.1 Scope Changes
Any change in project scope, specifications, regulations, reference aircraft, design codes, or deliverables requires written change order mutually agreed before implementation. SC may adjust fees and timelines accordingly.
9.2 Authority Dependencies
SC's performance depends on timely responses from aviation authorities (GCAA, GACA, ICAO, etc.). Delays by authorities automatically extend SC's deadlines without penalty. SC shall promptly notify Client of such delays.
9.3 Client-Provided Information
SC relies on accuracy of client-provided data, drawings, and specifications. SC is not responsible for errors resulting from inaccurate or incomplete client information.
10. Insurance
SC maintains Professional Indemnity insurance of not less than AED 1,000,000 per claim and in the aggregate, covering worldwide activities excluding USA/Canada unless specifically agreed.
Client may request insurance certificates. SC's liability limits are independent of insurance coverage amounts.
11. Limitation of Liability
11.1 Liability Cap
SC's aggregate liability arising out of or in connection with the Services shall not exceed the higher of:
• The total fees paid and payable for the Services under the relevant Agreement; or
• AED 1,000,000
11.2 Exclusions
SC SHALL NOT BE LIABLE FOR:
• Indirect, consequential, or special damages
• Loss of profits, revenue, or production
• Loss of business opportunity or financing
• Loss arising from third-party software or tools
11.3 Exceptions
The limitations above shall not apply to liability for death or personal injury caused by negligence, or fraud.
11.4 Time Bar
Any claim must be notified in writing within twelve (12) months from the date the Client became aware, or ought reasonably to have become aware, of the issue giving rise to the claim, failing which the claim is time-barred.
12. Confidentiality
Each party shall keep confidential all Confidential Information received from the other party and use it solely for the purposes of this Agreement. This obligation does not apply to information that:
• Was known to the receiving party before disclosure
• Is or becomes publicly available through no fault of the receiving party
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order
13. Data Security and Remote Access
Where SC requires remote access to Client systems:
• SC will apply reasonable security measures
• Client is responsible for access credentials and system backups
• SC is not liable for pre-existing system issues or configuration errors
• Personal data will be processed only per Client instructions
14. Government and Military Projects
For government or military contracts, parties shall comply with applicable export controls, security requirements, and clearance procedures. Additional terms may be added via Special Conditions.
15. General Provisions
15.1 Document Hierarchy
In case of conflict, documents shall prevail in this order:
• Signed Agreement/Purchase Order
• Special Conditions or Proposal
• These General Terms of Service 2026
15.2 Entire Agreement
These General Terms of Service, together with the Proposal, constitute the entire agreement between the parties and supersede all previous agreements relating to the subject matter.
15.3 Assignment
Neither party may assign this Agreement without prior written consent, except to affiliates.
16. Governing Law and Dispute Resolution
Unless otherwise specified in the Proposal, this Agreement shall be governed by the laws of Dubai, UAE (DIFC).
Disputes shall be resolved through arbitration under ICC Rules, with one arbitrator, seat in Dubai, proceedings in English.
For specific jurisdictions, alternative governing law may be specified in the Proposal without affecting other terms.
17. Acceptance by The Client
The Acceptance of the Proposal together with these General Terms of Service 2026 form the Agreement between SC and Client.