RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

Multi-Company Perpetual License Agreement

Lifetime Plan — Client-Hosted Deployment  |  Multi-Company Internal Use License

 

 

THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN THE LICENSOR AND THE LICENSEE NAMED ABOVE.

By signing, both parties agree to be legally bound by all terms and conditions set forth herein.

 

The following terms shall have the meanings assigned to them throughout this Agreement:

 

Term	Definition
Agreement	This Multi-Company Perpetual License Agreement, including all schedules and appendices.
Software / CRM	The Risper CRM platform, including all modules, interfaces, the Build File, updates, patches, and documentation delivered by the Licensor under this Agreement.
Build File	The compiled, deployable software package of Risper CRM installed on the Licensee's own server at activation.
Licensor	RAIMS Digital Technologies — the sole owner, developer, and copyright holder of Risper CRM.
Licensee / Client	The company or legal entity identified on the cover page that is purchasing the Lifetime Multi-Company License, solely for internal organizational use across its own branches and entities.
Branch / Internal Entity	Any branch, division, regional office, subsidiary, or department of the Licensee's own organization that is authorized to access and use the CRM under this license.
Client Server	The hosting infrastructure — whether a dedicated server, VPS, or cloud instance — owned or leased by the Licensee, on which the Build File is installed and operated.
Lifetime License	A one-time, perpetual, non-transferable license granting the Licensee the right to operate the Build File on their own Client Server indefinitely for internal organizational use, subject to the terms of this Agreement.
Multi-Company License	The license tier that permits the Licensee to operate the CRM across multiple internal branches, divisions, subsidiaries, and departments of its own organization under a single installation.
One-Time License Fee	The single, non-refundable payment for the Lifetime Multi-Company License.
Authorized Users	Employees, staff, and authorized personnel of the Licensee's own organization — across all licensed branches — who are permitted to access and use the Software.
Customization	Any modification, new feature, workflow change, integration, or development work beyond the standard Risper CRM functionality.
Customization Fee	The separately quoted fee for each approved Customization, payable in full before development commences.
Warranty Period	Twelve (12) months from the License Activation Date, during which the Licensor provides bug fixes for defects in original functionality.
AMC	Annual Maintenance Contract — an optional agreement providing updates and support from the Licensor to the Licensee after the Warranty Period.
Unauthorized Modification	Any alteration to the Build File, database, or server environment by any party other than the Licensor's authorized team, which immediately voids the active warranty and support.
Source Code	The human-readable programming code underlying Risper CRM. Not provided under this Agreement. Remains exclusively with RAIMS Digital Technologies.
SPOC	Single Point of Contact — the Licensee's designated representative for all formal communications with the Licensor.
Force Majeure Event	Any event beyond a party's reasonable control including natural disasters, wars, cyberattacks, or infrastructure failures.

 

2.1  Perpetual Multi-Company License — Internal Use

2.1.1  Subject to full payment of the One-Time License Fee and compliance with all terms of this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, perpetual license to install, deploy, and operate the Build File on a single designated Client Server exclusively for the Licensee's own internal organizational use across multiple branches, departments, divisions, and subsidiaries of its own legal entity or corporate group.

2.1.2  This license is perpetual — the Licensee's right to operate the version of the Build File delivered at activation continues indefinitely without recurring subscription fees, provided all terms of this Agreement are upheld. The CRM will continue to operate on the Licensee's server even if the Licensee chooses not to renew the AMC or request further customizations.

2.1.3  This Agreement constitutes a license to use the Software. It does not constitute a sale of the Software, its source code, or any intellectual property. Hosting the Build File on the Licensee's own server does not transfer ownership of the Software to the Licensee.

 

2.2  Multi-Branch Internal Use

2.2.1  The Licensee may add multiple internal branches, regional offices, divisions, and departments of its own organization as separate company entities within the CRM. Each entity added must be part of the Licensee's own corporate structure — whether a branch, subsidiary, or division of the same parent organization. The number of companies or branches permitted is as specified on the cover page of this Agreement.

2.2.2  All Authorized Users across all licensed branches must be employees, staff members, or directly authorized personnel of the Licensee's own organization. Access to the CRM is strictly limited to internal personnel only.

2.2.3  If the Licensee requires access for additional branches or entities beyond the agreed number on the cover page, a written request must be submitted to the Licensor. Additional entities may attract a license expansion fee, which will be separately quoted.

 

2.3  Single Server — Exclusive to Licensee's Organization

2.3.1  The Build File may be installed and operated on one (1) designated Client Server only. The Licensee may not install, copy, or operate the Build File on multiple servers simultaneously under this license.

2.3.2  The Client Server must be used exclusively for the Licensee's own internal business operations. The CRM installation shall not be shared with, made accessible to, or operated on behalf of any external company, third-party client, or unaffiliated organization under any circumstances.

 

2.4  Strictly Internal — No External Service Provision

2.4.1  The Licensee is expressly prohibited from using this license to offer, provide, or enable CRM access to any external party — including clients, customers, partner organizations, or any third party — whether on a commercial or non-commercial basis.

2.4.2  If the Licensee's business requirement expands to include offering CRM access to external clients or companies as a service, the Licensee must contact the Licensor to discuss the appropriate license type for that purpose. This internal-use Lifetime License does not cover such use under any circumstances.

 

2.5  Permitted Use

Under this license, the Licensee is permitted to:

•       Install and operate the Build File on the single designated Client Server;

•       Add multiple internal branches, divisions, and departments as separate company entities within the CRM;

•       Grant access to Authorized Users who are employees or staff of the Licensee's own organization;

•       Configure standard CRM settings and workflows for each internal entity;

•       Use the Software's built-in data export features for backup, reporting, and operational purposes;

•       Contact the Licensor for future customization requests, support, or AMC services.

 

2.6  Prohibited Use

The Licensee shall not:

•       Reverse-engineer, decompile, or attempt to access the source code of the Software;

•       Modify, alter, or tamper with the Build File, database schema, or server configuration without the Licensor's involvement;

•       Allow any third party outside the Licensee's own organization to access, manage, or use the Software;

•       Install the Build File on any server other than the single designated Client Server without prior written consent;

•       Offer, provide, or enable CRM access to any external client, customer, or third-party organization;

•       Use the Software in any manner that violates applicable UAE or international laws and regulations.

 

3.1  The Lifetime Multi-Company License is acquired through payment of a single One-Time License Fee as specified on the cover page. This fee covers: delivery of the Build File; initial installation and configuration on the Client Server; multi-company architecture setup for the agreed number of entities; initial system setup and user configuration; and the twelve (12) month Warranty Period.

3.2  The One-Time License Fee is strictly non-refundable once the Build File has been delivered and installation has commenced, regardless of subsequent usage levels, branch activation, or any other business circumstances of the Licensee.

3.3  All additional services — including customizations, AMC, security audits, server consultancy, training, migration support, and license expansion for additional branches — are separately priced and quoted at the time of request. Payment for additional services must be received in full before work commences.

3.4  All fees are payable in UAE Dirhams (AED) and are exclusive of applicable taxes including VAT, which remain the sole responsibility of the Licensee.

3.5  Post-Signature Process: The Licensor will email a fully executed copy within three (3) Business Days of signing. The Licensee must return a countersigned copy within seven (7) calendar days or the offer is void.

 

4.1  The Risper CRM software — including all underlying source code, algorithms, database architecture, user interface designs, modules, features, and documentation — is the sole and exclusive intellectual property of RAIMS Digital Technologies. This ownership is absolute, perpetual, and unaffected by any commercial arrangement including this Lifetime License.

4.2  The delivery of the Build File to the Licensee's server constitutes a transfer of a compiled, deployable software package for the purpose of operation only. It does not constitute a transfer of source code, development rights, ownership, or any other intellectual property rights. The Licensee receives the right to use — not to own — the Software.

4.3  Source code shall not be provided to the Licensee under any circumstances — not upon expiry of the AMC, not upon termination, and not for any other reason. All requests for source code will be declined without exception.

4.4  Any future customizations developed by the Licensor for the Licensee remain the intellectual property of RAIMS Digital Technologies. Payment of a customization fee represents payment for the right to use the developed feature within the Licensee's CRM instance — not for the underlying code or design.

4.5  The Licensor's trade names, trademarks, logos, and the Risper CRM brand identity remain the exclusive property of the Licensor and shall not be used, altered, or removed from the Software interface by the Licensee.

 

5.1  Licensee's Full Responsibility

5.1.1  Under the Lifetime License, the Build File is hosted entirely on the Licensee's own Client Server. From the point of delivery and installation, the Licensee assumes full and sole responsibility for the ongoing management, maintenance, security, performance, and availability of the Client Server and the CRM hosted on it — including all data belonging to the Licensee's organization and all its branches.

5.1.2  The Licensor's obligations in relation to the server environment are limited to: (a) delivering and installing the Build File at activation; (b) providing support and security oversight during the active Warranty or AMC period with the Licensee's permission; and (c) providing customization and maintenance services when separately requested and paid for. Day-to-day server responsibility lies entirely with the Licensee from the moment of handover.

5.1.3  The Licensor shall not be liable for any downtime, data loss, performance degradation, security breach, or service interruption arising from the condition, management, or configuration of the Client Server.

 

5.2  Server Exclusivity & Hosting Isolation

5.2.1  The Client Server must be used exclusively for the Licensee's Risper CRM installation and internal business operations. The Licensee shall not host any other websites, web applications, or unrelated third-party code on the same server environment. Running other applications on the same server introduces additional security vulnerabilities and configuration conflicts that may adversely affect CRM performance and data security.

5.2.2  Where the Licensee's organization requires CRM access for a separate legal entity that is not part of the same corporate group as the Licensee, a new and separate license must be obtained for that entity. A single Multi-Company License covers branches and divisions within the Licensee's own organizational structure only.

 

5.3  Server Technical Requirements

5.3.1  The Licensee is responsible for ensuring the Client Server meets the minimum technical specifications communicated by the Licensor's technical team prior to installation, including operating system version, PHP version, database version, web server configuration, and available disk space and RAM.

5.3.2  The Licensee is responsible for keeping the server's operating system, control panel, web server software, and database software updated and patched throughout the life of the deployment. Outdated server software is a significant security vulnerability and its maintenance is the Licensee's responsibility.

 

5.4  Data Backups

5.4.1  The Licensor strongly recommends that the Licensee configure automated daily backups of both the CRM application files and the CRM database. Many hosting providers include built-in automated backup functionality. The Licensee is also advised to store backup copies in a separate location from the primary server — such as a cloud storage account or offline device.

5.4.2  The responsibility for all data backup — covering the Licensee's own organizational data across all branches — lies entirely with the Licensee as the server operator. The Licensor has no access to the Licensee's backup systems and bears no responsibility for backup failure or data loss.

 

6.1  Twelve-Month Warranty

6.1.1  A twelve (12) month warranty from the License Activation Date covers defects and errors in the original Risper CRM functionality as delivered in the Build File. During this period, confirmed software defects will be investigated and resolved at no additional charge, subject to the void conditions in Section 6.2.

6.1.2  The warranty covers the Build File as a whole across all configured branch entities. It does not create separate individual warranty entitlements per branch. All issues must be escalated through the Licensee's designated SPOC.

 

6.2  Warranty Void Conditions

6.2.1  The warranty and all associated support services are immediately and permanently voided upon:

•       Any modification of the Build File or its component files by any party other than the Licensor's authorized technical team;

•       Any change to the CRM database schema, table structure, or stored procedures by an unauthorized party;

•       Installation of unauthorized plugins, extensions, scripts, or third-party code into the CRM environment;

•       Migration of the Build File to a different server environment without the Licensor's involvement and written approval;

•       Providing server or CRM access credentials to any third-party developer, freelancer, or IT consultant without the Licensor's prior written consent;

•       Any attempt to access, extract, or reverse-engineer the source code of the Software.

6.2.2  The Licensee must notify the Licensor in writing before engaging any third-party developer or IT professional in connection with the Client Server. Unauthorized third-party engagement is a warranty void event and may attract a reinstatement fee of up to seventy percent (70%) of the original One-Time License Fee, in addition to any remediation costs, depending on the extent of changes made.

6.2.3  A warranty void event does not terminate the perpetual license — the Licensee retains the right to continue using the CRM. However, all warranty coverage and active support are permanently discontinued. Any subsequent support, bug fixes, or restoration will be separately quoted.

6.2.4  The Licensor reserves the right to conduct periodic integrity checks of the Build File during the Warranty and AMC periods to verify that no unauthorized modifications have been made. Such checks will be conducted with the Licensee's prior notification and will not disrupt normal CRM operations.

 

6.3  Support Disconnection on Warranty Void

6.3.1  Upon confirmation of a warranty void event, the Licensor will notify the Licensee in writing. From that point: no further bug fix or support obligations apply; the Licensor's support team will cease active ticket investigation for the affected system; and any open tickets will be closed. The Licensee may engage the Licensor for future support or remediation on a commercially quoted basis.

 

7.1  Licensee's Full Security Responsibility

7.1.1  From the point of delivery and installation, the security of the Client Server — and all data hosted on it, including data from all internal branches — is entirely the Licensee's responsibility. The Licensor has no visibility into, control over, or responsibility for the Licensee's server environment following installation, except during active Warranty or AMC security audit engagements.

7.1.2  The Licensee acknowledges that a self-hosted server environment, if not proactively and regularly maintained, is exposed to threats including unauthorized access, malware, ransomware, SQL injection, credential theft, and other cyberattacks. The responsibility for protecting against these threats lies exclusively with the Licensee.

 

7.2  Cyber Attacks — Licensor's Non-Liability

7.2.1  The Licensor bears no responsibility whatsoever for any Cyber Attack targeting the Client Server, the CRM system, or any data hosted on it. This includes unauthorized access, malware, ransomware, data breaches, and any attack facilitated by weak or mishandled server credentials.

7.2.2  The Licensee acknowledges a critical technical reality: Cyber Attacks are frequently not detected at the time they occur. Malicious actors may gain access to a server and remain undetected for extended periods before any visible impact is observed. This underscores the importance of proactive, periodic security monitoring rather than reactive response.

7.2.3  In the event of a Cyber Attack, the Licensor shall not be responsible for data loss, CRM downtime, financial losses, or restoration costs. Restoration services are available on a commercially quoted basis upon written request, but full recovery cannot be guaranteed in all circumstances.

7.2.4  Where an attack has occurred as a result of careless credential sharing, unauthorized third-party access, failure to apply security patches, or any other negligence by the Licensee, the entire responsibility for consequences rests with the Licensee.

 

7.3  Credential Management

7.3.1  The Licensee is solely responsible for the security of all server access credentials including control panel, FTP/SSH, database, and CRM admin passwords. These must be maintained confidentially and shared only with authorized internal personnel.

7.3.2  The Licensee shall not provide server credentials to any third-party developer, IT consultant, or external party without prior written notification to and approval from the Licensor. Unauthorized third-party access voids the active warranty and creates significant security risk.

 

7.4  Daily Backups — Best Practice & Limitation

7.4.1  The Licensor strongly recommends automated daily backups of CRM application files and the database, stored in a location separate from the primary server. Many hosting providers include built-in backup tools (e.g., cPanel, Plesk) which should be properly configured from the date of installation.

7.4.2  The Licensor draws attention to an important limitation: where an attack has occurred over an extended period without detection, backup files themselves may be compromised. Restoration from backup may not fully resolve the security issue, and forensic investigation by a qualified server security professional may be required.

7.4.3  Configuring, maintaining, testing, and managing backups is entirely the Licensee's responsibility. The Licensor has no access to the Licensee's backup systems and cannot be held responsible for backup failure or unavailability.

 

8.1  Importance of Proactive Security Monitoring

8.1.1  The Licensor strongly recommends that the Licensee implement a programme of regular, periodic security checks on the Client Server. Given that Cyber Attacks frequently go undetected for extended periods, reactive security measures are insufficient for protecting a business-critical multi-company CRM system. Proactive, scheduled security reviews are considered essential good practice.

8.1.2  The Licensee is advised to ensure that at least one member of its internal team, or an engaged IT professional, has the competency to conduct periodic server security reviews — including checking access logs, reviewing failed login attempts, verifying software patches, and scanning for malware indicators.

 

8.2  Licensor's Security Audit Service

8.2.1  The Licensor's technical team offers periodic Security Audit services as a value-added offering, conducted with the Licensee's prior written permission.

8.2.2  During the active Warranty Period, the Licensor will conduct at least one (1) Security Audit at no additional charge. This audit reviews CRM file integrity, assesses the server against known vulnerability indicators, and provides a written report of findings and recommendations.

8.2.3  During an active AMC period, periodic Security Audits are included as part of the AMC service. Outside Warranty and AMC periods, Security Audit services are available on a commercially quoted, on-request basis.

8.2.4  Security Audits are conducted solely on the CRM application environment. All findings are communicated to the Licensee's SPOC in a written report. Implementation of recommendations is the Licensee's responsibility unless the Licensee separately engages the Licensor for remediation. Credentials shared for audit purposes must be reset immediately following completion.

 

9.1  In the event that the CRM system or data on the Client Server is damaged, corrupted, or lost due to a Cyber Attack, server failure, accidental deletion, or any other cause, the Licensee may engage the Licensor to assist with restoration. Restoration services are provided on a commercially quoted basis.

9.2  The Licensor will make reasonable technical efforts to assist with restoration where engaged. However, full restoration cannot be guaranteed in all circumstances. Factors that may prevent full recovery include: absence of clean backups; extent of damage; depth of server compromise; and time elapsed since the incident.

9.3  In cases of permanent, irrecoverable data loss or CRM system damage, the Licensor bears no responsibility. Restoration charges apply separately and do not extend, reinstate, or modify any warranty or AMC coverage.

9.4  The Licensor wishes to be transparent: Risper CRM is never responsible for data loss, system damage, or service interruption that arises from conditions within the Licensee's server environment. The Software performs within its designed parameters. What happens within the Licensee's server ecosystem is outside the Licensor's control and liability.

 

10.1  Warranty Scope

10.1.1  The twelve (12) month Warranty Period covers defects and errors in the original Risper CRM functionality as delivered. During this period, confirmed software defects are investigated and fixed at no additional charge, subject to the warranty void conditions in Section 6.

10.1.2  The warranty does not cover: server misconfiguration; defects introduced by unauthorized modifications; issues arising from the Licensee's internet connectivity or domain management; performance issues caused by insufficient server resources; or third-party software conflicts.

 

10.2  Continued Operation Without AMC

10.2.1  Risper CRM, as delivered and installed on the Client Server, is designed to operate continuously and independently without requiring ongoing Licensor intervention. Upon expiry of the Warranty Period, the Licensee may continue using the CRM across all branches without interruption, even without an active AMC. There are no automatic cutoffs, license expiry dates, or functionality restrictions tied to AMC renewal.

10.2.2  Without an active AMC, the Licensee operates without access to: bug fixes for newly discovered issues; software updates or new feature releases; security patches; or the Licensor's proactive security audit service. These services remain available on a separately quoted, on-request basis.

 

10.3  Annual Maintenance Contract (AMC) — Optional

10.3.1  The Licensor offers an optional AMC priced at ten percent (10%) of the One-Time License Fee annually. The AMC covers: free software updates and patches released by the Licensor (installation only upon Licensee's request and with the Licensee's permission); minor configuration assistance; functional query support; ticket-based priority support with a twenty-four (24) business hour response target during Business Hours (10:00 AM to 7:00 PM, Monday to Friday); and periodic Security Audits as described in Section 8.

10.3.2  AMC Lapse & Service Discontinuation: If the AMC is not renewed within thirty (30) days of its expiry date, it is treated as a service discontinuation. Reinstatement after a lapse of more than thirty (30) days requires payment of: (a) fifty percent (50%) of the annual AMC fee as a reinstatement charge; plus (b) the full annual AMC fee for the new year. Both amounts must be paid before reinstatement is processed.

10.3.3  Non-renewal of the AMC does not affect the validity of the Lifetime License. The CRM will continue to function on the Licensee's server independently. It means the Licensor's proactive support obligations cease, and any future support will be provided on an as-quoted basis.

 

11.1  Any future customization, modification, enhancement, or integration of the CRM — for any branch or internal entity — must be carried out exclusively by the Licensor's authorized development team. The fact that the Software is hosted on the Licensee's own server does not grant the Licensee, or any party it engages, any right to modify the Build File.

11.2  The Licensee shall not engage any third-party developer, freelancer, or IT consultant to modify, enhance, or integrate the CRM in any way. Doing so immediately voids the active warranty and may result in irreversible damage to the Build File or database.

11.3  All customization requests must be submitted in writing by the Licensee's SPOC through the official support portal at https://connect.raimsdigital.com/ The Licensor's development team will assess the request, classify it, and provide a written quotation. Development commences only after full payment is received.

11.4  The Licensee's server hosts the compiled Build File — not open, editable source code — and any attempt to alter it constitutes a material breach of this Agreement.

11.5  All customizations developed by the Licensor remain the intellectual property of RAIMS Digital Technologies. Customization fees are payment for the right to use the developed feature — not for the underlying code.

 

12.1  All data entered into the CRM by the Licensee and its Authorized Users across all branches is and remains the exclusive property of the Licensee. The Licensor has no access to, visibility into, or control over the Licensee's data once the Build File has been installed on the Client Server, except during Security Audits or support engagements conducted with the Licensee's express written permission.

12.2  During any engagement where the Licensor's technical team requires access to the Client Server — including installation, customization, security audit, or restoration — the Licensor undertakes to: access only what is technically necessary for the engagement; not copy, retain, or transmit any Licensee data; and treat all data encountered as strictly confidential.

12.3  The Licensee is responsible for ensuring that all personal data stored within the CRM across all branches is handled in compliance with applicable data protection laws, including UAE PDPL and GDPR where applicable. As the data controller, the Licensee bears full responsibility for lawful data collection, storage, and processing within its CRM environment.

12.4  Hosting Isolation: The Licensor strongly recommends that the Licensee does not host any other websites, web applications, or third-party code on the same server environment as the Risper CRM. Shared hosting environments introduce additional security vulnerabilities that may affect CRM performance and data security across all branches.

12.5  Server Specification Maintenance: The Licensee is responsible for maintaining the Client Server at or above the minimum technical specifications communicated at installation. The Licensor is not responsible for performance issues arising from the Licensee's failure to maintain adequate server specifications.

 

13.1  Licensee-Initiated Migration

13.1.1  If the Licensee wishes to migrate, re-host, or transfer the CRM installation to a new server, cloud provider, or hosting environment, prior written approval from the Licensor is required. Migration must be carried out by the Licensor's technical team. Self-migration or migration by a third party without Licensor involvement voids the active warranty and support.

13.1.2  Migration requests must be submitted through the official support portal. The Licensor will assess the migration scope and provide a written quotation for the migration service.

 

13.2  Migration Fees

13.2.1  Standard Migration Fee: Migration to a new server or hosting environment is charged at fifty percent (50%) of the current One-Time License Fee per instance. This covers database and configuration migration, domain and server reconfiguration, and post-migration testing and validation.

13.2.2  Emergency Migration Surcharge: Where a migration is requested with less than seven (7) Business Days' notice, an additional surcharge of thirty percent (30%) of the standard migration fee applies.

13.2.3  All migration fees are non-refundable once migration work has commenced, regardless of outcome if failure is attributable to the Licensee's infrastructure, credentials, or non-cooperation.

 

13.3  Domain Changes

13.3.1  License transfer to a new primary domain is subject to: payment of applicable migration fees; submission of a License Transfer Request through the support portal; and decommissioning of the old domain within forty-eight (48) hours of successful migration. Operating the CRM on two domains simultaneously constitutes a breach of this Agreement.

 

13.4  Updates Installation Policy

13.4.1  Software updates and patches released by the Licensor will not be automatically pushed to the Licensee's server. Installation of any update or patch will only be performed upon explicit written request from the Licensee and with the Licensee's permission, ensuring full control over the server environment.

13.4.2  Updates are included under active AMC or Warranty terms. Outside these periods, update installation is a separately quoted service.

 

14.1  The Licensee may not resell, distribute, sublicense, or allow any external party to use the Software under this license. This license is granted exclusively for the Licensee's own internal organizational use as described in Section 2.

14.2  Reverse engineering, decompiling, disassembling, or extracting the source code of the Software for reuse in any other project or platform is strictly prohibited.

14.3  The use of the Software must comply with all applicable UAE and international laws, including data privacy regulations (UAE PDPL, GDPR), export controls, anti-money laundering regulations, and any sector-specific regulatory requirements applicable to the Licensee's business. The Licensor is not liable for any illegal or non-compliant use by the Licensee.

14.4  The Licensor reserves the right to conduct an annual audit of the Licensee's use of the Software to verify compliance with the terms of this Agreement, including entity count and server environment. Fifteen (15) Business Days advance written notice will be provided.

 

15.1  The termination of AMC services, expiry of the Warranty Period, or cessation of any other support arrangement does not revoke or affect the perpetual license grant. The Licensee retains the right to continue hosting and operating the last provided version of the Build File across all its licensed branches indefinitely under the original terms of this Agreement, subject to the restrictions in Section 14.

15.2  Following AMC discontinuation or expiry, the Licensee will no longer have access to: the Licensor's support portal for covered services; future software updates or security patches; warranty coverage; or the Licensor's proactive security audit service. These services remain available on a commercially quoted, on-request basis.

15.3  The Licensee retains the right to discontinue the AMC at any time without affecting the perpetual license. The Licensee acknowledges that operating without AMC means the CRM will run on the version last installed, without the benefit of security updates or new features released thereafter.

 

16.1  The Licensor's total aggregate liability under this Agreement shall not exceed the One-Time License Fee paid at activation.

16.2  The Licensor shall not be liable for any indirect, incidental, consequential, special, or punitive damages — including loss of data, revenue, business, or goodwill — arising from or related to the Licensee's operation of the Client Server, regardless of cause.

16.3  The Licensor bears no liability for loss, damage, or disruption arising from: the Licensee's server configuration or management; third-party access to the Client Server; failure to maintain adequate backups; failure to apply security patches; unauthorized modifications to the Build File; or any other condition within the Licensee's server environment.

16.4  Nothing in this Agreement excludes either party's liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by applicable law.

 

17.1  All technical support, escalation, and customization requests must be submitted by the Licensee's SPOC through the official support portal at https://connect.raimsdigital.com/ Support is not provided through WhatsApp, informal email, or phone calls, except in declared emergencies at the Licensor's discretion. Online meeting requests require twenty-four (24) hours advance notice; in-person meetings require three (3) working days.

Priority	Description	Initial Response	Target Resolution
P1 – Critical	Server/CRM down, data loss risk	4 Business Hours	1 Business Day
P2 – High	Major feature or customization failure	8 Business Hours	3 Business Days
P3 – Medium	Feature partially impaired, workaround available	1 Business Day	5 Business Days
P4 – Low	Minor issue, query, or enhancement request	2 Business Days	10 Business Days

 

Business Hours: 09:00 AM – 7:00 PM, Monday to Friday (UAE time, excluding UAE public holidays).

 

18.1  The perpetual license may be terminated by the Licensor where the Licensee: (a) commits a material breach and fails to remedy it within fifteen (15) calendar days of written notice; (b) uses the Software to provide access to external parties in violation of Section 2; (c) attempts to reverse-engineer, redistribute, or sublicense the Software; or (d) shares the Build File or server access with unauthorized parties in violation of this Agreement.

18.2  Upon termination for cause, the Licensee must immediately cease using the Software and delete all copies of the Build File from its server environment. The Licensor reserves the right to seek injunctive relief and damages.

18.3  Termination does not entitle the Licensee to any refund of the One-Time License Fee or any other fees paid. Clauses that survive termination — including Sections 4, 7, 12, 16, and 20 — remain in full force.

 

19.1  Force Majeure  Neither party shall be liable for failure or delay caused by a Force Majeure Event, provided prompt notice is given and reasonable mitigation is taken.

19.2  Branding Rights  The Licensor may use the Licensee's company name and project description in marketing materials. The Licensee may opt out via written request within thirty (30) days of signing.

19.3  Audit Rights  The Licensor reserves the right to conduct an annual compliance audit of the Licensee's use of the Software and server environment, with fifteen (15) Business Days advance written notice.

19.4  Amendments  Any changes to this Agreement require written consent from both parties signed by authorized representatives.

19.5  Entire Agreement  This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all prior discussions, representations, and understandings.

19.6  Severability  If any provision is found invalid or unenforceable, it shall be severed and remaining provisions continue in full force.

19.7  No Waiver  Failure to enforce any provision shall not constitute a waiver of that right in future.

19.8  Relationship of Parties  The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or employment relationship.

19.9  Electronic Execution  Digitally signed or scanned PDF copies have the same legal effect as originals. Electronic delivery to admin@raimsdigital.com constitutes valid service.

 

20.1  This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, specifically the laws of Abu Dhabi, UAE.

20.2  In the event of any dispute, the parties shall first attempt resolution through good-faith negotiation within fifteen (15) calendar days of written notice. If unresolved, the dispute shall be referred to binding arbitration in Abu Dhabi under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC), in English.

20.3  Either party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.