This version applies where expressly incorporated into an accepted quotation, order confirmation, or agreement. Publication does not amend previously issued quotations or existing contracts. The original wording remains available below for reference.
Clear commitments. Defined scope. Accountable delivery.
These commercial conditions set out how IRIS Technology and its business customers agree, deliver, and manage technology engagements. They are separate from the Website Terms of Use.
Application and contracting entity
These commercial terms apply to business-to-business transactions only where expressly incorporated into an accepted quotation, order confirmation, or agreement. ‘IRIS’ means the specific legal entity trading as IRIS Technology identified in that document; ‘Customer’ means the purchaser identified there. The IRIS brand does not make other group entities jointly liable.
The quotation or agreement must identify the contracting entity, customer, scope, currency, price, payment schedule, and applicable version of these terms. Mandatory law and any non-excludable rights take precedence. These terms do not replace statutory consumer rights where applicable.
Contract documents and acceptance
A binding order requires acceptance in accordance with the quotation and written confirmation by an authorized IRIS representative. A purchase order alone does not oblige IRIS to procure or deliver. Customer purchase-order terms or portal conditions do not vary the agreed contract unless expressly accepted in writing by IRIS.
If documents conflict, an expressly agreed order of precedence applies. Otherwise, a signed master agreement prevails, followed by an agreed statement of work or order-specific special conditions, the accepted quotation and order confirmation, and then these terms. Applicable vendor license conditions govern use of the vendor’s products; they do not alter IRIS’s agreed commercial obligations without agreement.
Quotation validity, prices and taxes
Prices and validity periods are as stated in the quotation. After expiry, prices and availability require reconfirmation. Before accepting an order, IRIS may correct demonstrable quotation errors and notify the Customer of any change for acceptance. Changes to an accepted order require written agreement, except where the contract expressly provides otherwise.
Taxes, duties, freight, insurance, bank charges, travel and other expenses are included only where stated. Each party remains responsible for its statutory tax obligations. Legally required withholding must be documented with the appropriate certificates; any tax gross-up must be expressly agreed and lawful.
Payment and overdue accounts
Payment is due upon receipt of invoice unless a different payment schedule is agreed in writing. The Customer must pay in the agreed currency and by the agreed milestones or invoice due dates. Procurement and resource allocation may depend on receipt of the agreed advance payment. Payment is not conditional on the Customer receiving payment from an end customer unless IRIS expressly accepts that condition.
Invoice disputes must be raised promptly in writing with the disputed amount and supporting reasons. Undisputed amounts remain payable. For overdue undisputed sums, IRIS may, after written notice and a reasonable opportunity to remedy, suspend affected future deliveries or services to the extent permitted by law and the contract. Suspension must account for agreed continuity, safety, and data-access obligations.
IRIS may seek documented recovery costs only to the extent permitted by law or awarded by the competent authority. No automatic interest or late-payment percentage is imposed by these terms. Changes to payment instructions should be independently verified through a known IRIS contact.
Delivery, title and risk
Delivery estimates depend on manufacturer availability, import clearance, agreed payment, and Customer readiness. A delivery date is a firm commitment only where expressly agreed as such. IRIS will notify the Customer of material delays and discuss mitigation. Any delivery penalties or service credits must be expressly agreed.
The order should specify delivery location, shipping terms, and when risk transfers. Unless otherwise agreed, risk in physical goods passes on documented delivery to the agreed location. To the extent legally effective, title remains with IRIS until the goods are fully paid for. This clause does not authorize unlawful entry, self-help repossession, or interference with Customer systems. Software is licensed, not sold.
Inspection and acceptance
The Customer must inspect delivered goods promptly and normally report visible damage, shortages, or incorrect items within 48 hours of receipt, with supporting evidence. This notification period does not extinguish claims for latent defects or mandatory legal remedies. Latent defects remain subject to the applicable warranty and mandatory law.
For services and project deliverables, the statement of work should define objective acceptance criteria and a review period. Rejection must identify material nonconformities against the agreed scope, allowing IRIS a reasonable opportunity to correct them. Minor defects that do not materially prevent intended use should be recorded for correction. Silence does not constitute deemed acceptance unless a specific, lawful acceptance mechanism is expressly agreed.
Scope, changes and Customer responsibilities
Only expressly listed deliverables, quantities, locations, integrations, support hours, and services are included. Additional work requires an approved change order describing its price, timing, dependencies, and impact on acceptance. Vendor product descriptions do not enlarge the contracted scope.
The Customer must provide timely approvals, accurate information, lawful access, suitable facilities, licenses, contacts, and agreed technical prerequisites. Unless expressly included in IRIS’s scope, the Customer is responsible for verified backups, recovery readiness, and authorizing maintenance windows. Any work affecting production systems requires agreed authorization and controls.
Customer-caused delays may require revised dates and documented additional costs, notified to the Customer and handled under the contract’s change procedure. IRIS must take reasonable steps to limit avoidable delay and expense.
Cancellation, returns and rescheduling
Cancellation or rescheduling requires written agreement. Subject to applicable law, the Customer is responsible for work properly performed and documented, non-recoverable commitments reasonably incurred for the accepted order, including vendor cancellation charges. IRIS will seek available mitigation and credits; amounts recovered must be taken into account.
Special-order equipment, activated licenses, subscriptions, training seats, and vendor-registered entitlements may be non-returnable under the applicable terms disclosed for the order. Physical returns require prior written authorization and compliance with the agreed return process. These restrictions do not remove remedies for defective or nonconforming supply.
Software, subscriptions and third-party products
Third-party products are subject to the relevant manufacturer’s license, support, lifecycle, and acceptable-use conditions made available for the order. The Customer must comply with licensed quantities, authorized users, territories, and use restrictions. IRIS does not grant rights beyond those it is authorized to provide.
The quotation must identify subscription duration and the event that starts the term, such as vendor activation. Delayed Customer deployment does not extend an activated term unless agreed by the vendor and IRIS. Automatic renewal, notice periods, price adjustments, and renewal commitments apply only if expressly agreed.
Warranty, support and security outcomes
Manufacturer warranties apply to third-party products according to their stated coverage. IRIS will provide the warranty assistance included in the order and remains responsible for its own contractual obligations. Replacement times, on-site attendance, loan equipment, and response or resolution commitments apply only where expressly included. Any Customer responsibility for vendor RMA, freight, inspection, or handling charges must be disclosed in the order or approved before the charge is incurred, consistent with the warranty and mandatory law. Charges covered by the warranty must not be charged again.
IRIS will perform its services with reasonable professional skill and care. The Customer should notify IRIS promptly of a material service defect and provide a reasonable opportunity to investigate and remedy it. Damage caused by misuse, unauthorized changes, unsuitable conditions, or third-party failures is excluded only to the extent it caused the issue and exclusion is lawful.
No security solution or assessment guarantees that all threats, vulnerabilities, outages, or data loss will be prevented or detected. Assessments reflect the agreed scope and conditions at the time performed. Managed monitoring, incident response, backup, recovery, and regulatory certification require an express scope and do not arise merely from a product purchase.
Confidentiality, data and intellectual property
Each party must protect the other’s confidential information, use it only for the engagement, and disclose it only to people who need it and are subject to appropriate confidentiality duties. Exceptions apply to information demonstrably public, independently developed, lawfully obtained, or required to be disclosed by law, with notice where lawful.
Each party must comply with applicable data-protection requirements. Where IRIS processes personal data for the Customer, the parties must agree the necessary processing terms, security measures, subprocessors, retention, and cross-border arrangements before processing begins. The Customer must have lawful authority to provide data and authorize testing.
Each party retains its pre-existing intellectual property. IRIS retains its reusable methodologies, tools, templates, and know-how. Rights in bespoke deliverables and any Customer use license must be defined in the order; unless expressly agreed otherwise, agreed use rights take effect after payment of the related fees. Customer data remains the Customer’s property.
Allocation and limitation of liability
Subject to mandatory law and any different negotiated provision, IRIS’s total aggregate liability for claims arising from the goods or services giving rise to the claim shall not exceed the total amount paid by the Customer for those goods or services. Multiple claims arising from the same transaction or related series of transactions share this aggregate cap; the cap is not multiplied by the number of claims. This limitation applies to the extent legally permitted regardless of the legal basis of the claim.
To the extent legally permitted, neither party is liable for indirect or consequential loss, including indirect loss of profit, business opportunity, or anticipated savings. This does not extinguish payment obligations or override expressly agreed remedies.
No exclusion or limit applies where prohibited by law, including liability for fraud, willful misconduct, gross negligence, or other non-excludable liability. A limitation does not excuse performance of an express obligation. Each party must take reasonable steps to mitigate its losses.
Suspension, termination and events beyond control
A party may terminate for a material breach that remains unremedied after written notice and a reasonable cure period, subject to the contract and applicable law. Immediate action may be taken where legally required or necessary to address a serious, imminent security or safety risk. The affected party must be notified where lawful.
On termination, amounts for conforming deliveries, properly performed work, and lawful non-cancellable commitments remain payable. Prepayments for undelivered items must be reconciled against those amounts and any refunds due. Access, data return, transition assistance, and continuing license rights must be handled under the agreed exit provisions.
A party affected by an event beyond its reasonable control must notify the other promptly, explain the effect, and take reasonable mitigation steps. Relief applies only to obligations actually prevented or delayed. Accrued payment obligations remain due. Prolonged disruption should be addressed through an agreed revised plan or termination and reconciliation, subject to applicable law.
Compliance, notices and disputes
Both parties must comply with applicable laws, lawful export restrictions, anti-bribery requirements, and procurement rules. IRIS is not required to perform an unlawful transaction. Government procurement and mandatory sector-specific conditions take precedence where applicable.
The accepted contract should expressly identify governing law, dispute forum, and the contracting entity. These terms do not impose a single jurisdiction on every Jordanian and Saudi transaction. Where the contract is silent, applicable law determines jurisdiction; no arbitration agreement is created merely by this webpage.
Commercial disputes should first be escalated to the parties’ designated representatives for good-faith resolution, without preventing urgent remedies or interrupting statutory deadlines. Notices must use the addresses and methods stated in the contract. A waiver must be express; a failure to enforce once does not automatically waive future enforcement. Invalid provisions are severed only to the extent lawful, preserving the remainder where possible.
Versions and previously issued quotations
Publication of a revised webpage does not, by itself, amend an existing quotation, purchase order, or contract. Existing transactions remain subject to the terms validly incorporated when agreed, unless the parties lawfully agree an amendment.
New quotations should identify the applicable version and include or retain a copy of that wording. Earlier versions must remain available for reference. For a copy of the terms applicable to your transaction, contact the IRIS representative named in your quotation and provide its reference number.
Original terms — reference copy
Preserved wording from the previous terms page at iristechnology.me/terms-and-conditions. No effective date was stated on that page. The applicable terms for each transaction are those incorporated into its agreed documents; contact your IRIS representative with your quotation reference if clarification is needed.
Read the original wording
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