RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

 

 

 

Multi-Company SaaS — Perpetual License Agreement

Lifetime Plan — Client-Hosted Deployment  |  Multi-Company & SaaS Reseller License

 

 

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

 

Term	Definition
Agreement	This Multi-Company SaaS 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, operating both as an end-user of the CRM and as a SaaS service provider to external Tenants.
SaaS Tenant / End Client	Any external company or individual to whom the Licensee provides CRM access as a managed service under the Licensee's own commercial arrangement. Tenants have no contractual relationship with the Licensor.
Branch / Internal Entity	Any branch, division, or department of the Licensee's own organization accessing 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, subject to the terms of this Agreement.
Multi-Company SaaS License	The license tier that permits the Licensee to: (a) operate the CRM across its own internal branches; and (b) offer CRM access to external SaaS Tenants as a managed service — all hosted on the Licensee's own Client Server.
One-Time License Fee	The single, non-refundable payment for the Lifetime Multi-Company SaaS License.
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. AMC covers the Licensee only — not SaaS Tenants.
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 SaaS License

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 for the following purposes: (a) use of the CRM across the Licensee's own organization, including multiple internal branches and departments; and (b) offering CRM access to external SaaS Tenants as a managed service hosted on the Licensee's own Client Server.

2.1.2  This license is perpetual — meaning 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, under any circumstances, transfer ownership of the Software to the Licensee or to any SaaS Tenant.

 

2.2  Single Server — Exclusive to Licensee's Operations

2.2.1  This license is granted exclusively to the single legal entity identified as the Licensee. The Build File may be installed 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.

2.2.2  The Client Server must be dedicated to the Licensee's own business operations and authorized SaaS Tenant management. The Software shall not be shared with, operated on behalf of, or made accessible to any party outside the Licensee's defined SaaS Tenant arrangement without the Licensor's prior written consent.

 

2.3  Internal Branch Use

2.3.1  The Licensee may add multiple internal branches, divisions, or departments of its own organization as separate entities within the CRM. Internal branch use is fully covered under the One-Time License Fee at the agreed tier.

 

2.4  SaaS Tenant Sublicensing — Rights & Boundaries

2.4.1  The Licensee is expressly permitted to offer CRM access to external SaaS Tenants as a managed service hosted on its own Client Server. The Licensee acts as the sole service provider to its Tenants and is entirely responsible for managing, billing, supporting, training, and maintaining data security for those Tenants.

2.4.2  The Licensor's responsibilities under this Agreement extend only to the Licensee. The Licensor has no contractual relationship with, and bears no obligation toward, any SaaS Tenant — for any matter whatsoever.

2.4.3  The number of SaaS Tenants permitted is as specified on the cover page. Any expansion beyond the agreed Tenant limit requires written approval from the Licensor and may attract an additional license fee.

 

2.5  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 SaaS Tenants or any third party to access, modify, or interfere with the Client Server or Build File;

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

•       Represent to SaaS Tenants that they have any ownership rights over the Software or any entitlement to independent server hosting of their data;

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

 

3.1  The Lifetime Multi-Company SaaS 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; initial system setup; multi-company and SaaS Tenant architecture 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 usage levels, Tenant count, adoption status, or any other business circumstances.

3.3  All additional services — including customizations, AMC, security audits, server consultancy, training, and migration support — 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  Licensee's Full Responsibility

4.1.1  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 own organization and all SaaS Tenants.

4.1.2  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.

4.1.3  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 — whether affecting the Licensee's own operations or any SaaS Tenant's access to the CRM.

 

4.2  Server Exclusivity

4.2.1  The Client Server must be used exclusively for the Licensee's own operations and authorized SaaS Tenant management under this license. The Licensee shall not host any other websites, web applications, or unrelated third-party code on the same server environment as the Risper CRM. Running other applications on the same server introduces additional security vulnerabilities and configuration conflicts that may affect CRM performance and security.

4.2.2  A single Lifetime Multi-Company License does not cover multiple separate legal entities operating independently. Where the Licensee's organization acquires subsidiaries or separate companies that require their own CRM environments, a separate license must be obtained for each.

 

4.3  Server Technical Requirements

4.3.1  The Licensee is responsible for ensuring the Client Server meets the minimum technical specifications communicated by the Licensor's technical team prior to installation, and for maintaining those specifications throughout the life of the deployment. The Licensor is not responsible for performance issues arising from insufficient server resources.

4.3.2  The Licensee is responsible for keeping the server's operating system, web server software, and database software updated and patched. Outdated server software is a significant source of security vulnerability and is the Licensee's responsibility to manage.

 

4.4  Data Backups

4.4.1  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 backup functionality. The Licensee is also advised to store backup copies in a separate location from the primary server.

4.4.2  The responsibility for all SaaS Tenant data backup — including ensuring that Tenant data is protected, regularly backed up, and recoverable — lies entirely with the Licensee as the server operator and service provider to those Tenants. The Licensor has no access to the Licensee's backup systems and bears no responsibility for backup failure or data loss.

 

5.1  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.

5.2  Source code shall not be provided to the Licensee under any circumstances. No SaaS Tenant, regardless of their commercial relationship with the Licensee, acquires any right to access, claim ownership of, or request the source code of the Software.

5.3  Any future customizations developed by the Licensor for the Licensee — whether for the Licensee's own use or on behalf of a Tenant — remain the intellectual property of RAIMS Digital Technologies. Payment of a customization fee represents payment for the right to use the feature, not for the underlying code.

5.4  The Licensor's trade names, trademarks, logos, and the Risper CRM brand identity remain the exclusive property of the Licensor and may not be used, altered, or removed by the Licensee or any SaaS Tenant.

 

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 below.

6.1.2  The warranty covers the Build File as a whole — it does not create individual warranty entitlements for each SaaS Tenant. Issues reported by Tenants must be consolidated and escalated by the Licensee's SPOC. The Licensor does not accept warranty claims directly from Tenants.

 

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 team;

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

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

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

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

•       Any attempt to access or reverse-engineer the source code.

6.2.2  The Licensee must notify the Licensor in writing before engaging any third party in relation to 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 One-Time License Fee, in addition to any remediation costs.

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 from that point. Any subsequent support, fixes, or restoration will be separately quoted.

 

 

7.1  Licensee as Sole Service Provider

7.1.1  The Licensee is the sole service provider to its SaaS Tenants. The Licensee must independently manage all aspects of its Tenant relationships including: commercial agreements and billing; service activation and deactivation; user access management; data privacy and security compliance; service-level commitments; and all dispute resolution with Tenants.

7.1.2  SaaS Tenants have no right to contact the Licensor for any matter. Any direct communication received from a Tenant will be redirected to the Licensee without further engagement.

 

7.2  Training & Support — Licensee's Responsibility

7.2.1  All training, onboarding, user guidance, functional support, and troubleshooting for SaaS Tenants are entirely the Licensee's responsibility. The Licensor provides initial admin-level training and documentation to the Licensee at installation. The Licensee must use this knowledge to independently train and support its Tenants.

7.2.2  The Licensor will not provide training, onboarding, or user-level support to any SaaS Tenant, directly or indirectly, as part of this Agreement. Any Licensor engagement with Tenants is a separately quoted service arranged exclusively through the Licensee.

 

7.3  Tenant Data Safety & Security — Licensee's Full Responsibility

7.3.1  Since the Build File is hosted entirely on the Licensee's own Client Server, all SaaS Tenant data resides on infrastructure owned and managed by the Licensee. The Licensee is fully and solely responsible for: the security of all Tenant data stored on the Client Server; implementing and maintaining appropriate technical and organizational measures to protect Tenant data; ensuring Tenant data is regularly backed up and recoverable; managing access controls to prevent unauthorized access to Tenant data; and promptly responding to any security incident affecting Tenant data.

7.3.2  The Licensor has no visibility into, access to, or responsibility for Tenant data stored on the Licensee's Client Server. The Licensor's non-liability for data loss, breaches, or security incidents described in Section 9 applies fully to all Tenant data as well as the Licensee's own data.

7.3.3  The Licensee must implement adequate security measures on the Client Server to protect Tenant data, including: maintaining server software updates and security patches; configuring firewall protection; enforcing strong access credentials; conducting regular security reviews; and maintaining up-to-date data backups.

 

7.4  Tenant Business Agreements — Licensee's Responsibility

7.4.1  All commercial agreements, service contracts, data processing agreements, and terms of service between the Licensee and its SaaS Tenants are the Licensee's sole responsibility. The Licensor does not review, approve, or bear any responsibility for the content or legal adequacy of such agreements.

7.4.2  The Licensee is responsible for ensuring that its agreements with SaaS Tenants comply with all applicable laws including UAE PDPL, GDPR where applicable, consumer protection regulations, and any sector-specific regulations relevant to the Licensee's or Tenant's business.

7.4.3  The Licensor bears no liability for any claims made by SaaS Tenants against the Licensee, regardless of the nature of those claims. The Licensee assumes all commercial and legal risk associated with its SaaS service offering.

 

 

The Licensee must ensure every SaaS Tenant is clearly informed of the following before they commence use of the CRM service:

 

8.1  Service Provider Identity

8.1.1  Every SaaS Tenant must be clearly informed that: (a) the CRM service is provided by the Licensee, not by RAIMS Digital Technologies or Risper CRM directly; (b) the Licensor (RAIMS Digital Technologies) has no contractual relationship with the Tenant and bears no obligations toward the Tenant; (c) all support, service queries, complaints, and business matters must be directed to the Licensee only; and (d) Tenants have no right to contact the Licensor directly for any purpose.

 

8.2  Data Hosting on Licensee's Server

8.2.1  Every SaaS Tenant must be clearly informed that: (a) all their CRM data — including business records, client information, and all content entered into the CRM — is stored on the Licensee's own server infrastructure, not on any infrastructure managed by RAIMS Digital Technologies; (b) the Licensor has no access to, visibility into, or responsibility for the Tenant's data; (c) the security, availability, and integrity of their data depends entirely on the Licensee's server management practices; and (d) the Tenant's data may be affected by any incident — including server failures, cyberattacks, or mismanagement — that affects the Licensee's server.

 

8.3  No Independent Server Right — Critical Disclosure

8.3.1  Every SaaS Tenant must be explicitly informed, in writing and before commencing use of the CRM service, that: their data is hosted on the Licensee's server as part of a multi-tenant CRM environment; they do not own, control, or have any independent right to the server infrastructure; and they cannot demand that the Licensee or the Licensor move their data to a dedicated independent server as part of this service arrangement.

8.3.2  If a SaaS Tenant wishes to independently host their CRM data on their own server, the only available path is for that Tenant to purchase a new, direct CRM license from RAIMS Digital Technologies. The Licensee must communicate this clearly to any Tenant who makes such a request and direct them to contact the Licensor's sales team.

 

8.4  Data Cannot Be Migrated — Critical Technical Disclosure

8.4.1  Every SaaS Tenant must be explicitly informed, before commencing use of the CRM service, that: (a) all data they create, upload, or store within the CRM on the Licensee's platform belongs to a multi-tenant database environment on the Licensee's server; (b) this data structure is specific to the Licensee's CRM instance and is technically incompatible with a fresh CRM installation on a different server; (c) if the Tenant purchases a new Risper CRM license directly from RAIMS Digital Technologies in the future, their existing data from the Licensee's platform cannot be migrated, transferred, or imported into the new system; and (d) the Tenant would be required to start with a fresh CRM installation and re-enter all data manually if they choose to move to an independently hosted CRM.

8.4.2  This limitation arises from the technical architecture of multi-tenant SaaS deployments. Data stored within the Licensee's multi-tenant CRM instance is structured within the Licensee's specific database configuration, making extraction and re-importation into a different CRM instance technically complex, unreliable, and in most cases, not feasible. The Licensor will not undertake such migration and bears no responsibility for any data loss or incompatibility arising from a Tenant's decision to transition to a separately purchased CRM.

8.4.3  The Licensee must include this data non-portability disclosure prominently in all SaaS service agreements with Tenants. Failure to inform Tenants of this limitation before they commit to using the service constitutes a misrepresentation by the Licensee. The Licensor bears no liability for any Tenant claim arising from the Licensee's failure to make this disclosure.

 

8.5  Service Continuity — Dependency on Licensee

8.5.1  Every SaaS Tenant must be informed that: (a) their access to the CRM service is entirely dependent on the Licensee maintaining the Client Server and the CRM installation; (b) if the Licensee ceases operations, fails to maintain the server, or shuts down the CRM service for any reason, the Tenant's access will be lost; (c) in such circumstances, the Tenant's data on the Licensee's server may not be recoverable; and (d) the Licensor bears no responsibility for any service interruption or data loss caused by the Licensee's failure to maintain operations.

8.5.2  The Licensee is strongly advised to include clear service continuity provisions in its Tenant agreements, including data export obligations in the event of service discontinuation.

 

8.6  Tenant Agreement Minimum Requirements

The Licensee's written service agreement with each SaaS Tenant must, at minimum, include the following:

•       Clear identification of the Licensee as the sole service provider;

•       Disclosure that data is hosted on the Licensee's server, not on Licensor-managed infrastructure;

•       Explicit statement that the Tenant has no right to demand independent server hosting of their data;

•       Explicit statement that data cannot be migrated to a newly purchased Risper CRM if the Tenant decides to move to an independent license;

•       Disclosure that the Tenant must purchase a new direct license from RAIMS Digital Technologies if they require an independent CRM environment;

•       Statement that the Licensor bears no obligation toward the Tenant;

•       Limitation of liability provisions consistent with the Licensee's obligations under this Agreement;

•       Data protection obligations consistent with UAE PDPL and any other applicable law;

•       Tenant's acknowledgement that they have read and understood all of the above disclosures.

8.6.1  The Licensor recommends that the Licensee have its Tenant agreements reviewed by a qualified legal professional to ensure compliance with applicable laws. The Licensor does not review or approve Tenant agreements and bears no responsibility for their content or legal adequacy.

 

9.1  Licensee's Full Security Responsibility

9.1.1  Since the Build File is hosted entirely on the Licensee's own Client Server, the security of the server — and all data stored on it, including all SaaS Tenant data — is entirely the Licensee's responsibility. The Licensor has no visibility into, control over, or responsibility for the Licensee's server security posture following installation.

9.1.2  The Licensee is responsible for protecting not only its own organizational data but also all SaaS Tenant data from unauthorized access, breach, or loss. The Licensee's security obligations toward its Tenants are its own commercial and legal responsibility, governed by its Tenant service agreements and applicable law.

 

9.2  Cyber Attacks — Full Non-Liability

9.2.1  The Licensor bears no responsibility for any Cyber Attack targeting the Client Server, the CRM system, or any data — including Tenant data — hosted on it. This includes unauthorized access, malware, ransomware, data breaches, or any attack facilitated by weak credential management or third-party access.

9.2.2  The Licensee acknowledges that Cyber Attacks often go undetected for extended periods. By the time a breach is discovered, significant damage may have already occurred. This underscores the critical importance of proactive, regular security monitoring — for the protection of both the Licensee's own data and all SaaS Tenant data.

9.2.3  The Licensor shall not be responsible for any data loss, disruption, or damage experienced by SaaS Tenants as a result of a security incident on the Licensee's server. Any Tenant claims arising from such an incident are the Licensee's responsibility to manage and resolve.

 

9.3  Credential Management

9.3.1  The Licensee is solely responsible for the security of all server credentials. These must not be shared with any unauthorized party. Providing server or CRM access to any third party — including Tenants' own IT teams — without the Licensor's prior written consent is a warranty void event and creates significant security risk for all Tenant data.

 

10.1  The Licensor strongly recommends that the Licensee implement regular, periodic security checks on the Client Server. Given that Cyber Attacks frequently go undetected for extended periods — and that a breach affecting the Licensee's server directly impacts all SaaS Tenant data — proactive security monitoring is especially critical for Licensees operating a multi-tenant CRM service.

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

10.3  During an active AMC period, periodic Security Audits are included as part of the AMC service. Where neither Warranty nor AMC is active, Security Audit services are available on a commercially quoted, on-request basis. The Licensor encourages all Lifetime License clients — especially those operating a SaaS service to multiple Tenants — to engage this service regularly.

10.4  All Security Audits are conducted with the Licensee's prior written permission and will not disrupt normal CRM operations. Credentials shared for audit purposes must be reset by the Licensee immediately following completion of the audit.

 

11.1  In the event that the CRM system or data on the Client Server is damaged, corrupted, or lost — whether affecting the Licensee's own data or SaaS Tenant data — the Licensee may engage the Licensor to assist with restoration. Restoration services are provided on a commercially quoted basis.

11.2  The Licensor will make reasonable technical efforts to assist with restoration where engaged. However, full restoration cannot be guaranteed in all circumstances, particularly where backups are absent, corrupted, or themselves compromised by a security incident.

11.3  In cases where data — including Tenant data — is permanently and irrecoverably lost, the Licensor bears no responsibility. The Licensee is responsible for managing any Tenant claims or consequences arising from such data loss. Restoration charges apply separately and do not extend warranty or AMC coverage.

11.4  The Licensor wishes to be clear: Risper CRM is never responsible for data loss, system damage, or service interruption — whether affecting the Licensee or its SaaS Tenants — that arises from conditions within the Licensee's server environment. The Software performs within its designed parameters. The Licensee's server ecosystem is outside the Licensor's control and liability.

 

12.1  Warranty Scope

12.1.1  The twelve (12) month Warranty covers defects in the original Risper CRM functionality as delivered. It covers the Build File as a whole — not individual Tenant environments. Issues reported by Tenants must be escalated through the Licensee's SPOC. The Licensor does not accept warranty claims directly from Tenants.

12.1.2  The warranty does not cover: server misconfiguration; issues caused by Tenant actions or data; defects introduced by unauthorized modifications; performance issues caused by insufficient server resources; or issues attributable to third-party software conflicts.

 

12.2  Continued Operation Without AMC

12.2.1  The Licensor confirms that Risper CRM, as delivered and installed on the Client Server, is designed to operate continuously and independently without ongoing intervention. Upon expiry of the Warranty Period, the Licensee may continue operating the CRM — and offering it to SaaS Tenants — without interruption, even without an active AMC. There are no automatic cutoffs tied to AMC renewal.

12.2.2  Without an active AMC, the Licensee operates the CRM 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.

 

12.3  Annual Maintenance Contract (AMC) — Optional

12.3.1  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 (installation only upon Licensee's request and permission); minor configuration assistance; functional query support; ticket-based priority support with a twenty-four (24) business hour response target (09:00 AM to 7:00 PM, Monday to Friday); and periodic Security Audits.

12.3.2  AMC coverage is provided to the Licensee only. It does not extend to individual SaaS Tenants. The Licensor does not provide AMC services to Tenants directly.

12.3.3  AMC Lapse: If not renewed within thirty (30) days of expiry, the AMC is treated as a service discontinuation. Reinstatement requires: (a) fifty percent (50%) reinstatement fee; plus (b) the full new annual AMC fee. Both must be paid before reinstatement is processed.

 

13.1  Any future customization, modification, enhancement, or integration of the CRM — regardless of whether it is for the Licensee's own use or on behalf of a SaaS Tenant — must be carried out exclusively by the Licensor's authorized development team. The fact that the Software is hosted on the Licensee's server does not grant the Licensee, any Tenant, or any third party any right to modify the Build File.

13.2  The Licensee shall not engage any third-party developer to modify the CRM. Doing so immediately voids the active warranty and may result in irreversible damage to the Build File or database — affecting not just the Licensee's data but all SaaS Tenant data.

13.3  All customization requests — whether for the Licensee's use or on behalf of a Tenant — must be submitted in writing by the Licensee's SPOC through the official support portal. The Licensor will assess, classify, and quote the request. Development commences only after full payment is received.

13.4  Tenants may not request customizations directly from the Licensor. All Tenant customization requests must be channelled through the Licensee. The Licensor does not engage with Tenants for development discussions or payments.

13.5  All customizations remain the intellectual property of RAIMS Digital Technologies. Customization fees are payment for the right to use the feature — not for ownership of the code.

 

 

14.1  No Independent Server Right

14.1.1  SaaS Tenants using the CRM through the Licensee's platform have no right to demand that their data be moved to, or maintained on, an independent server as part of this service. All Tenant data resides on the Licensee's Client Server for the duration of the service arrangement between the Licensee and the Tenant.

14.1.2  If a Tenant wishes to independently host CRM data on their own server, they must purchase a direct license from RAIMS Digital Technologies. The available options are:

License Type	Suitable For
Single Company — Yearly Hosted Plan	One company on Risper-hosted shared infrastructure
Single Company — Standalone Server Plan	One company with customization needs on dedicated server
Single Company — Lifetime Plan	One company wanting perpetual ownership on their own server
Multi-Company — Yearly Shared SaaS Plan	Company wanting to manage multiple branches and offer CRM to clients
Multi-Company — Standalone Server SaaS Plan	Company wanting dedicated server with customization and reseller rights
Multi-Company — Lifetime SaaS Plan (this plan)	Company wanting perpetual ownership on their own server with SaaS reseller rights

 

14.2  Data Cannot Be Migrated to a New License

14.2.1  If a SaaS Tenant purchases a new direct Risper CRM license from RAIMS Digital Technologies, it is technically impossible to migrate or transfer the Tenant's existing data from the Licensee's CRM to the new installation. The Tenant will start with a completely fresh CRM instance and must re-enter all data manually.

14.2.2  This is a fundamental, non-negotiable technical limitation of the multi-tenant SaaS model. The Tenant's data is stored within the Licensee's multi-tenant database structure, which is specific to the Licensee's deployment and incompatible with a fresh installation on a different server. The Licensor will not undertake any migration of this nature and bears no responsibility for any data loss or inconvenience arising from this limitation.

14.2.3  The Licensee must include this data non-portability disclosure explicitly in all Tenant service agreements, presented clearly before the Tenant begins using the service. Failure to do so constitutes a misrepresentation by the Licensee. The Licensor bears no liability for any resulting Tenant claim.

 

15.1  All data entered into the CRM by the Licensee and its SaaS Tenants remains the property of the respective parties who entered it. As the server operator, the Licensee is the data controller for all data stored on the Client Server — including Tenant data. The Licensee is responsible for all data protection obligations toward its Tenants under applicable law.

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

15.3  The Licensee is responsible for ensuring compliance with UAE PDPL, GDPR where applicable, and any other data protection laws relevant to its operations and those of its Tenants. The Licensor bears no liability for the Licensee's or any Tenant's data protection non-compliance.

 

16.1  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.

16.2  The Licensor's support team is available to the Licensee only. The Licensee is responsible for providing all first-level support to its SaaS Tenants before escalating to the Licensor. Tenant-reported issues must be diagnosed, consolidated, and escalated through the Licensee's SPOC.

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	1 Business Day	5 Business Days
P4 – Low	Minor issue or query	2 Business Days	10 Business Days

 

17.1  The Licensee may not resell, sublicense, or distribute the Software itself as a standalone product. The permitted commercial use is limited to offering managed CRM access to SaaS Tenants as described in this Agreement.

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

17.3  The Licensee must ensure that its operations and those of its SaaS Tenants comply with all applicable UAE and international laws, including UAE PDPL, GDPR, export controls, and anti-money laundering regulations. The Licensor is not liable for illegal or non-compliant use by the Licensee or any Tenant.

17.4  The Licensor reserves the right to audit the Licensee's use of the Software annually to verify compliance, including Tenant count and server environment. Fifteen (15) Business Days advance written notice will be provided.

 

18.1  The termination of AMC services, expiry of the Warranty Period, or cessation of any support arrangement does not revoke the perpetual license. The Licensee retains the right to continue hosting and operating the last provided version of the Build File — including offering it to SaaS Tenants — indefinitely under the terms of this Agreement.

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

18.3  The Licensee retains the right to discontinue the AMC at any time. The Licensee must inform its SaaS Tenants that the CRM service is operating without active Licensor maintenance coverage and update its service commitments accordingly.

 

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

19.2  The Licensor shall not be liable for any indirect, incidental, consequential, or punitive damages — including loss of data, revenue, business, or goodwill — arising from the Licensee's operation of the Client Server or the Licensee's SaaS service to Tenants.

19.3  The Licensor bears no liability for any loss, damage, or claim arising from: the Licensee's server management; security incidents on the Client Server; Tenant data loss or breach; the Licensee's failure to make required disclosures to Tenants; the Licensee's failure to maintain adequate backups; or unauthorized modifications to the Build File.

 

20.1  The perpetual license may be terminated by the Licensor where the Licensee: commits a material breach and fails to remedy within fifteen (15) calendar days of written notice; uses the Software to provide services in violation of this Agreement; attempts to reverse-engineer or redistribute the Software; or allows unauthorized parties to access or modify the Build File.

20.2  Upon termination, the Licensee must immediately cease using the Software and delete all copies of the Build File. The Licensee is responsible for managing the discontinuation of service to all SaaS Tenants, including providing data export where feasible.

20.3  Termination does not entitle the Licensee to any refund. Sections that by nature survive termination — including Sections 5, 7, 8, 14, 15, 19, and 21 — remain in full force.

 

21.1  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.

21.2  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.

21.3  Amendments  Any changes require written consent from both parties.

21.4  Entire Agreement  This Agreement constitutes the complete agreement between the parties and supersedes all prior discussions.

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

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

 

22.1  This Agreement shall be governed by the laws of the United Arab Emirates, specifically the laws of Abu Dhabi, UAE.

22.2  Disputes shall first be attempted through good-faith negotiation within fifteen (15) calendar days of written notice. If unresolved, disputes shall be referred to binding arbitration in Abu Dhabi under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC), in English.

22.3  The Licensee assumes full responsibility for ensuring its SaaS Tenants comply with UAE and international laws. The Licensor bears no liability for any Tenant's non-compliance.