Skyble X1 Ground Control™

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions:

• "Agreement" means these Standard Terms and Conditions together with any Order Form, Statement of Work, or Proposal executed by the parties.
• "Apple Ecosystem" means Mac computers, iPhones, and iPads managed under the Service.
• "BYOD" means Bring Your Own Device, referring to personal devices enrolled for work purposes.
• "Customer" means the entity purchasing the X1 Ground Control Service.
• "Effective Date" means the date specified in the Order Form or upon initial payment receipt.
• "Employee" means any individual employed by or contracted to the Customer requiring device management.
• "Fair Use Policy" means the limitation of 2 devices per type per Employee.
• "Mosyle Platform" means the third-party device management platform utilized by Skyble.
• "Service" means the X1 Ground Control complete Apple ecosystem management service.
• "Skyble" means Skyble X L.L.C-FZ, a limited liability company registered in the UAE under Business License 95958.
• "User Enrollment" means Apple's privacy-preserving enrollment method for personal devices.

1.2 Interpretation

• Headings are for convenience only and do not affect interpretation
• Singular includes plural and vice versa
• References to laws include amendments and successors
• "Including" means "including without limitation"

2. Service Description

2.1 X1 Ground Control Service Overview

Skyble shall provide comprehensive Apple ecosystem management services designed for professional organizations requiring complete Mac, iPhone, and iPad device management. The Service encompasses enterprise-grade deployment, security implementation, business application management, BYOD support, and ongoing professional support with Pro tier service level agreements included as standard.

2.2 Managed Service Provider (MSP) Components

2.2.1 MSP-Managed Complete Apple Ecosystem

• Unlimited Mac, iPhone, and iPad management per Employee through the MSP platform
• Apple Business Manager integration coordinated through Skyble's MSP partnership
• Enterprise security baseline managed through MSP platform including but not limited to FileVault encryption, passcode policies, and access controls
• Professional device configuration managed by Skyble MSP specialists with custom organizational branding and policies
• MSP dashboard management with configurable customer access levels ranging from standard reporting to full dashboard access

2.2.2 MSP-Managed Business Application Ecosystem

• Role-based application deployment across all device types managed through MSP platform with silent installation and automatic updates
• Google Workspace and Microsoft 365 integration configured and maintained by MSP specialists
• Custom business application packaging and deployment handled by MSP technical team
• Employee self-service portal configured and maintained through MSP platform
• BYOD User Enrollment for privacy-protected personal device management
• Application lifecycle management including updates, patches, and retirement

2.2.3 MSP Professional Support Services - Pro Tier Standard

• Pro Workplace Support included as standard with 4-hour response times and unlimited support tickets
• 24/7 emergency hotline for critical business disruptions
• Quarterly strategic technology reviews conducted by MSP specialists with written optimization recommendations
• Dedicated Apple expertise provided through MSP partnership with Mosyle Fuse specialization
• Professional MSP implementation performed with reasonable skill and care in accordance with industry standards
• Two (2) onsite visits annually included for hands-on support and strategic planning

2.3 Service Scope and Boundaries

2.3.1 Included Services

• Complete Apple ecosystem deployment, configuration, and ongoing management through MSP platform
• Unlimited device management per Employee for Mac, iPhone, and iPad devices
• Enterprise-grade security policies and compliance monitoring managed by MSP specialists
• Google Workspace and Microsoft 365 integration configured and maintained
• Business application deployment and lifecycle management
• Professional MSP support with Pro tier service level agreements
• Quarterly strategic technology reviews with documentation
• Configurable customer dashboard access levels
• BYOD support via Apple User Enrollment
• Remote troubleshooting and support
• Security incident response support
• Compliance reporting and auditing assistance

2.3.2 Service Exclusions

• Management of non-Apple devices (Windows, Android, Chrome OS)
• Data migration from existing MDM platforms (available as professional service)
• Data backup and recovery services
• Network infrastructure configuration or management
• Hardware procurement, repair, or warranty management
• End-user training programs (available as add-on service)
• Custom application development
• Devices not assigned to specific Employees (conference rooms, kiosks)

3. Service Investment and Payment Terms

3.1 Service Pricing Structure

• Monthly Management Fee: AED 50 (fifty) per Employee per month
• Professional Deployment Fee: AED 0 (zero) - waived as standard
• Device Coverage: Unlimited Apple devices per Employee subject to Fair Use Policy
• Support Tier: Pro Workplace Support included at no additional charge
• Minimum Service Commitment: Twenty (20) Employees
• Billing Model: Per-Employee licensing (not per-device)

3.2 Payment Terms and Conditions

3.2.1 Payment Schedule

• Initial Payment: 50% of annual Service fee upon Agreement execution
• Final Payment: 50% of annual Service fee upon Service delivery completion
• Service Delivery Completion: Defined as the end of the two-week implementation period
• Invoice Terms: Payment due within thirty (30) days of invoice date

3.2.2 Late Payment Provisions

• Grace Period: Fifteen (15) days from invoice due date
• Late Payment Charge: 1.5% monthly (18% annually) after grace period expiration
• Service Suspension: May occur after sixty (60) days of non-payment with written notice
• Service Restoration: Upon receipt of all outstanding payments plus applicable charges

3.3 Service Adjustments and Modifications

3.3.1 Employee Count Adjustments

• Additions: New Employees added at prevailing per-Employee rate with thirty (30) day written notice
• Reductions: Employee count may be reduced with thirty (30) day written notice
• Minimum Maintenance: Twenty (20) Employee minimum must be maintained throughout term
• Billing Adjustments: Pro-rated for partial months based on actual days

3.3.2 Fair Use Policy

• Device Limits: Maximum two (2) devices per type per Employee
• Device Types: Two (2) iPhones, two (2) iPads, two (2) Mac computers
• Excess Devices: Subject to additional licensing or separate service agreement
• Shared Devices: Require separate licensing outside per-Employee model

4. Service Level Agreements

4.1 Implementation Timeline and Process

4.1.1 Deployment Schedule

• Standard Deployment: Fourteen (14) business days from Service kickoff to handover
• Week One Activities: Requirements gathering, system configuration, UAT deployment
• Week Two Activities: Production deployment, testing, Service handover, training
• Documentation: Complete deployment documentation provided at handover

4.1.2 Customer Dependencies

Deployment timeline contingent upon Customer providing:

• Completed questionnaires within twenty-four (24) hours
• Apple Business Manager access during Week One
• Requirements approval within forty-eight (48) hours
• UAT validation within forty-eight (48) hours
• Designated personnel for approvals and decisions

4.2 Support Response Time Commitments

4.2.1 Pro Support Tier (Included)

4.2.2 Support Availability

• Business Hours: 9:00 AM - 6:00 PM GST, Monday through Friday
• Emergency Support: 24/7 hotline for critical issues
• Holiday Coverage: Reduced support on UAE public holidays
• Escalation Path: Dedicated escalation contacts provided

4.3 Service Performance Standards

Skyble shall use commercially reasonable efforts to achieve:

• Device Compliance Rate: Greater than 95% across managed devices
• Device Enrollment Success: 100% for company-owned devices
• Application Deployment Success: Greater than 98% success rate
• Dashboard Availability: 99.5% uptime excluding scheduled maintenance
• Support Ticket Response: Meeting SLA targets for 95% of tickets

5. Data Protection and Privacy

5.1 Data Processing Framework

5.1.1 Roles and Responsibilities

• Customer as Data Controller: Determines purposes and means of personal data processing
• Skyble as Data Processor: Processes personal data solely per Customer instructions
• Legal Basis: Legitimate business interests and contractual obligations
• Applicable Laws: UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and GDPR where applicable

5.1.2 Types of Personal Data Processed

• Device Information: Identifiers, serial numbers, configuration, software inventory
• User Information: Names, email addresses, user accounts, device assignments
• Organizational Data: Policies, configurations, business applications, usage metrics
• BYOD Data: Work container data only on personal devices

5.2 Security Measures and Standards

5.2.1 Technical Security Measures

• Data encryption in transit using TLS 1.3 or higher
• Data encryption at rest using AES-256 encryption
• Multi-factor authentication for administrative access
• Role-based access control with principle of least privilege
• Regular security patches and updates
• Network segmentation and firewall protection

5.2.2 Organizational Security Measures

• Personnel background checks and security training
• Confidentiality agreements for all staff
• Regular security audits and assessments
• Incident response procedures and team
• Business continuity and disaster recovery plans
• Physical security for data center access

5.3 Sub-Processors and Third Parties

5.3.1 Approved Sub-Processors

Customer acknowledges and approves:

• Mosyle Corporation: Device management platform (SOC 2 Type II certified)
• Apple Inc.: Apple Business Manager and device services
• Microsoft Azure: Cloud infrastructure services (where applicable)

5.3.2 Sub-Processor Changes

• Thirty (30) day advance notice of sub-processor changes
• Customer right to object with reasonable grounds
• Alternative arrangements if objection cannot be resolved

5.4 Data Subject Rights and Compliance

5.4.1 Rights Assistance

Skyble shall provide reasonable assistance for:

• Access requests
• Rectification requests
• Erasure requests
• Data portability
• Objection to processing
• Response within seventy-two (72) hours

5.4.2 Compliance Support

• Data protection impact assessments
• Regulatory audit cooperation
• Breach notification assistance
• Documentation for compliance

5.5 Data Retention and Deletion

• Active Service Period: Data retained for Service delivery
• Post-Termination: Ninety (90) day retention for transition
• Deletion: Secure deletion after retention period
• Certification: Deletion certificate provided upon request
• Export: Available in CSV or JSON format

5.6 Data Breach Response

• Discovery to Notification: Within twenty-four (24) hours
• Investigation: Comprehensive root cause analysis
• Remediation: Immediate containment and fix
• Documentation: Full incident report provided
• Prevention: Additional measures implemented

5.7 BYOD Privacy Protection

• Technology: Apple User Enrollment with containerization
• Separation: Complete work/personal data segregation
• Limitations: No access to personal photos, messages, location, browsing
• Transparency: Clear employee communication required
• Consent: Voluntary enrollment with explicit consent

6. Contract Terms

6.1 Term and Renewal

6.1.1 Initial Term

• Duration: Twelve (12) months from Service deployment completion
• Commencement: Upon successful implementation handover
• Minimum Commitment: Full initial term required

6.1.2 Renewal Terms

• Automatic Renewal: Successive twelve (12) month periods
• Renewal Notice: Sixty (60) days required for non-renewal
• Price Adjustments: May occur with sixty (60) day notice
• Continuous Service: No interruption between terms

6.2 Termination Provisions

6.2.1 Termination for Convenience

• Notice Period: Sixty (60) days written notice
• Effective Date: End of notice period or current term
• Final Invoice: All fees through termination date

6.2.2 Termination for Cause

• Material Breach: Thirty (30) days to cure after written notice
• Immediate Termination: For uncured material breach
• Payment Default: Termination after sixty (60) days non-payment

6.2.3 Customer Satisfaction Provision

• Trial Period: Thirty (30) days from deployment
• Termination Right: For unsatisfactory Service delivery
• Notice Required: Written notice within trial period

6.3 Effects of Termination

• Service Cessation: Access terminated on effective date
• Data Export: Available for ninety (90) days
• Outstanding Fees: Immediately due and payable
• Survival: Certain provisions survive termination
• Transition Assistance: Reasonable cooperation provided

7. Customer Responsibilities

7.1 Implementation Requirements

Customer shall:

• Provide accurate Employee counts and device inventory
• Complete questionnaires within twenty-four (24) hours
• Designate authorized representatives for decisions
• Provide Apple Business Manager access
• Approve requirements within forty-eight (48) hours
• Complete UAT validation within forty-eight (48) hours
• Communicate Service activation to Employees

7.2 Ongoing Obligations

Customer shall:

• Maintain minimum Employee commitment
• Provide accurate billing information
• Notify of Employee changes within thirty (30) days
• Participate in quarterly business reviews
• Follow support request procedures
• Ensure Employee BYOD consent
• Comply with Fair Use Policy
• Maintain appropriate device physical security

7.3 Compliance and Legal

Customer shall:

• Comply with applicable laws and regulations
• Ensure legal basis for Employee data processing
• Obtain necessary consents and authorizations
• Maintain appropriate licenses for software
• Cooperate with security requirements
• Report security incidents promptly

8. Intellectual Property and Confidentiality

8.1 Intellectual Property Rights

8.1.1 Skyble Property

Skyble retains all rights to:

• Service methodologies and processes
• Configuration templates and scripts
• Documentation and training materials
• Improvements and derivatives
• Skyble trademarks and branding

8.1.2 Customer Property

Customer retains all rights to:

• Customer data and content
• Custom configurations
• Business-specific policies
• Customer trademarks and branding

8.1.3 Third-Party Property

• Mosyle platform rights remain with Mosyle Corporation
• Apple services rights remain with Apple Inc.
• Other third-party rights acknowledged

8.2 Confidentiality Obligations

8.2.1 Confidential Information

Includes but not limited to:

• Business strategies and plans
• Technical configurations
• Pricing and financial information
• Customer data and employee information
• Security policies and procedures

8.2.2 Obligations

Each party shall:

• Maintain strict confidentiality
• Use solely for Agreement purposes
• Limit disclosure to need-to-know basis
• Protect with reasonable care
• Return or destroy upon termination

8.2.3 Exceptions

Excludes information that:

• Is or becomes publicly available
• Was rightfully known previously
• Is independently developed
• Must be disclosed by law

8.2.4 Duration

Confidentiality obligations survive termination for three (3) years.

9. Liability and Indemnification

9.1 Limitation of Liability

9.1.1 Cap on Liability

Except for excluded matters, Skyble's maximum aggregate liability shall not exceed the total fees paid by Customer in the six (6) months immediately preceding the claim.

9.1.2 Excluded Damages

Neither party shall be liable for:

• Indirect or consequential damages
• Lost profits or revenue
• Lost data (except where Skyble is at fault)
• Business interruption
• Punitive or exemplary damages

9.1.3 Exceptions to Limitations

Limitations do not apply to:

• Gross negligence or willful misconduct
• Death or personal injury
• Breach of confidentiality obligations
• Indemnification obligations
• Matters that cannot be limited under applicable law

9.2 Service Dependencies

9.2.1 Third-Party Dependencies

Service performance depends on:

• Apple Business Manager availability
• Mosyle platform availability
• Internet connectivity
• Customer infrastructure

9.2.2 Force Majeure

Neither party liable for failures due to:

• Natural disasters
• War or terrorism
• Government actions
• Pandemic or epidemic
• Telecommunications failures
• Events beyond reasonable control

9.3 Indemnification

9.3.1 Skyble Indemnification

Skyble shall defend and indemnify Customer against third-party claims that the Service infringes intellectual property rights, provided Customer:

• Promptly notifies Skyble in writing
• Grants sole control of defense
• Provides reasonable cooperation

9.3.2 Customer Indemnification

Customer shall defend and indemnify Skyble against claims arising from:

• Customer's use of Service in violation of Agreement
• Customer data or content
• Customer's violation of laws
• BYOD employee disputes
• Customer's negligence or misconduct

9.3.3 Indemnification Procedures

• Written notice of claim required
• Indemnifying party controls defense
• No settlement without consent
• Reasonable cooperation required

10. Dispute Resolution

10.1 Governing Law and Jurisdiction

10.1.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles.

10.1.2 Jurisdiction

The parties agree to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) Courts for all disputes arising from or relating to this Agreement.

10.2 Dispute Resolution Process

10.2.1 Escalation Procedure

10.3 Interim Relief

Nothing prevents either party from seeking interim or injunctive relief from competent courts to protect:

• Intellectual property rights
• Confidential information
• Prevent irreparable harm

11. General Provisions

11.1 Entire Agreement

This Agreement, including all schedules, exhibits, and Order Forms, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter.

11.2 Amendments and Modifications

No amendment or modification shall be valid unless in writing and signed by authorized representatives of both parties.

11.3 Assignment and Transfer

11.3.1 Restrictions

Neither party may assign this Agreement without prior written consent, except:

• Skyble may assign to affiliates or successors
• Customer may assign to parent or subsidiary with notice

11.3.2 Binding Effect

Agreement binds and benefits parties and permitted successors and assigns.

11.4 Severability

If any provision is held invalid or unenforceable:

• Remaining provisions continue in full force
• Parties shall negotiate replacement provision
• Agreement continues with maximum permitted effect

11.5 Warranties

Skyble warrants that it will perform the Services with reasonable skill and care in accordance with the terms of this Agreement and applicable industry standards. Except for the limited warranties expressly stated in this Agreement, all software, documentation, services, and other materials provided by Skyble are supplied "as is." Skyble disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or those arising from trade practice or course of dealing.

11.6 Waiver

No waiver effective unless in writing. Waiver of one breach does not constitute waiver of any other breach.

11.7 Notices

11.7.1 Delivery Methods

Notices must be in writing and delivered by:

• Hand delivery with receipt
• Registered mail with return receipt
• Email with read receipt
• Courier with tracking

11.7.2 Notice Addresses

11.8 Non-Solicitation

During the term and for twelve (12) months thereafter, Customer shall not directly or indirectly solicit or hire any Skyble employee or contractor involved in Service delivery without Skyble's prior written consent.

11.9 Compliance with Laws

Each party shall comply with all applicable laws, regulations, and industry standards, including but not limited to:

• Data protection and privacy laws
• Export control regulations
• Anti-corruption and anti-bribery laws
• Employment laws
• Tax laws and regulations

11.10 Relationship of Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

11.11 Publicity

Neither party shall use the other's name, logo, or trademarks in publicity without prior written consent, except Skyble may list Customer as a client in marketing materials.

11.12 Survival

The following provisions survive termination:

• Confidentiality obligations
• Limitation of liability
• Indemnification obligations
• Dispute resolution
• Intellectual property rights
• Payment obligations
• Data deletion requirements

11.13 Order of Precedence

In case of conflict:

1. Order Form or Statement of Work
2. These Standard Terms and Conditions
3. Service specifications
4. Other attachments

11.14 Language

This Agreement is executed in English. English version prevails in case of translation discrepancies.

11.15 Execution

This Agreement may be executed electronically and in counterparts, each constituting an original.

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