RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

 

 

Multi-Company SaaS License & Subscription Terms

Yearly Hosted Plan — 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 License and Subscription Agreement, including all schedules and appendices.
Software / CRM	The Risper CRM platform, all modules, interfaces, updates, and documentation provided by the Licensor under this Agreement.
Licensor	RAIMS Digital Technologies — the sole owner, developer, and operator of Risper CRM.
Licensee / Client	The company or legal entity identified on the cover page purchasing the Multi-Company SaaS License. The Licensee operates as both an end-user and a SaaS reseller of the Software.
SaaS Tenant / End Client	Any external company, organization, or individual to whom the Licensee provides access to the Risper CRM platform as a paid or unpaid software service under the Licensee's own commercial arrangement. Tenants do not have a direct contractual relationship with the Licensor.
Branch / Internal Entity	Any branch office, department, or division of the Licensee's own organization that accesses the CRM under the same license.
SaaS Instance	The single hosted deployment of the Software on the Licensor's infrastructure that serves the Licensee and all SaaS Tenants under this license.
Multi-Company License	The license tier that permits the Licensee to: (a) operate the CRM across multiple internal branches; and (b) offer CRM access to external SaaS Tenants as a service.
Subscription Term	The twelve (12) month period beginning on the Subscription Start Date, renewable annually.
Annual License Fee	The total yearly fee for the Multi-Company SaaS License as specified on the cover page.
Unique License ID	A system-generated identifier bound to the Licensee's SaaS Instance and primary domain.
Primary Domain	The single internet domain under which the SaaS Instance is hosted and operated.
Authorized Users	All personnel of the Licensee and all SaaS Tenants who access the Software through the Licensee's SaaS Instance.
AMC	Annual Maintenance Contract — an optional service providing continued updates and support from the Licensor to the Licensee after the warranty period. AMC covers the Licensee only and does not extend to SaaS Tenants.
SPOC	Single Point of Contact — the designated representative of the Licensee responsible 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.
Data Residency	The legal requirement that Personal Data collected from UAE residents must be stored and processed on servers physically located within the United Arab Emirates, in compliance with UAE PDPL Article 22.
Sub-Processor	Any third-party service provider (e.g., AWS UAE Region) engaged by the Licensor to process Confidential Data on behalf of the Licensee as part of operating the SaaS platform.

 

2.1  What This License Covers

2.1.1  Subject to the Licensee's timely payment of the Annual License Fee and compliance with all terms of this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, yearly license to access and operate the Software on the Licensor's hosted infrastructure 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 software service under the Licensee's own commercial arrangements.

2.1.2  This license is granted to the single legal entity identified as the Licensee. It does not constitute a sale of the Software or any transfer of intellectual property. Hosting the Software on the Licensor's infrastructure under this agreement does not grant the Licensee any ownership rights in the Software.

2.1.3  The number of SaaS Tenants permitted under this license is as specified on the cover page. Any requirement to expand beyond the agreed tenant limit must be discussed with and approved by the Licensor and may attract additional fees.

 

2.2  Internal Branch Use

2.2.1  The Licensee may add multiple internal branches, divisions, or departments of its own organization as separate entities within the SaaS Instance. This internal multi-company use is fully covered under the Annual License Fee at the agreed tier.

2.2.2  Internal branches are considered extensions of the Licensee's own organization and do not require separate license purchases, provided they are operating as part of the same legal entity or group as declared on the cover page.

 

2.3  SaaS Tenant Sublicensing — Rights & Boundaries

2.3.1  The Licensee is expressly permitted to offer CRM access to external SaaS Tenants as a managed service. Under this arrangement, the Licensee acts as the service provider to its Tenants and is solely responsible for managing, billing, supporting, and training those Tenants in relation to the CRM service.

2.3.2  The Licensee's right to offer the CRM to SaaS Tenants is a sublicensing right granted by the Licensor for the duration of this Agreement only. This right is contingent on the Licensee maintaining an active, paid subscription under this Agreement. If this Agreement lapses, expires, or is terminated, the Licensee's right to offer the Software to SaaS Tenants automatically and immediately ceases.

2.3.3  The Licensor does not have a direct contractual relationship with any SaaS Tenant. All obligations toward SaaS Tenants — including service delivery, support, billing, and contractual terms — rest entirely with the Licensee. The Licensor's responsibilities extend only to the Licensee.

 

2.4  Prohibited Use

The Licensee shall not:

•       Resell, redistribute, or transfer the Software or this license independently of the managed SaaS service;

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

•       Allow SaaS Tenants to independently modify, configure at source level, or access the underlying CRM infrastructure;

•       Operate the SaaS Instance on any domain other than the single Primary Domain specified on the cover page;

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

 

3.1  Annual License Fee

3.1.1  The Annual License Fee covers the Licensor's hosted infrastructure, the Risper CRM software license, platform maintenance, and the right to operate the Multi-Company SaaS Instance for the Subscription Term. This fee is due and payable in full before the Subscription Start Date.

3.1.2  The Annual License Fee is renewable on or before the subscription expiry date. The Licensor reserves the right to revise the fee for any Renewal Term with a minimum of thirty (30) days written notice.

 

3.2  Non-Refundable Policy

3.2.1  All fees paid under this Agreement — including the Annual License Fee, AMC fees, migration fees, training fees, and any other charges — are strictly non-refundable once the subscription has been activated and the SaaS Instance has been configured. This policy applies regardless of usage levels, Tenant count, or any internal business circumstances of the Licensee.

3.2.2  No fee shall be credited, offset, or deducted against any future plan, upgrade, or new agreement.

 

3.3  Subscription Lapse & Data Deletion

3.3.1  If the Annual License Fee is not received within thirty (30) days of the subscription expiry date, the Licensor shall automatically suspend the SaaS Instance. All data — including the Licensee's own data and all SaaS Tenant data — will be permanently deleted from the Licensor's servers upon expiry of this grace period, without possibility of recovery.

3.3.2  The Licensee is solely responsible for notifying its SaaS Tenants of any impending subscription expiry and for ensuring that Tenant data is exported before expiry where applicable. The Licensor bears no responsibility toward SaaS Tenants for data loss arising from the Licensee's failure to renew.

 

3.4  Additional Charges

Service / Item	Description	Rate
Additional Storage (beyond 100 GB)	Per 10 GB block	AED 100
Tenant Expansion	Adding tenants beyond agreed limit	As quoted
Domain Migration	Transfer to a new primary domain	As quoted
Major Customization	New feature or module development	As quoted
Licensor Direct Tenant Support	Time-and-materials basis (escalated cases)	As quoted
Emergency Migration	Less than 7 business days notice	+30% surcharge
AMC (post-warranty)	Annual Maintenance Contract	15% of license fee p.a.

 

3.4.1  All additional services require written request, formal quotation, and full payment before work commences.

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

 

4.1  Licensor-Hosted SaaS Environment

4.1.1  The Software is hosted entirely on the Licensor's cloud infrastructure. The Licensee and all SaaS Tenants access the CRM through a web browser via the designated Primary Domain. No software installation on the Licensee's own servers is required or permitted under this plan.

4.1.2  The Licensor shall maintain and operate the hosting infrastructure with commercially reasonable care, including encryption in transit (TLS), data-at-rest encryption, firewall protection, and role-based access controls.

4.1.3  All data belonging to the Licensee and to SaaS Tenants is stored on the Licensor's servers in a shared infrastructure environment. The Licensee acknowledges and accepts this shared hosting model as an inherent characteristic of the Multi-Company SaaS plan.

4.1.4  Data Residency Compliance: The Licensor guarantees that all Confidential Data and Personal Data belonging to the Licensee and its SaaS Tenants shall be hosted exclusively on servers physically located within the United Arab Emirates (AWS UAE Region). The Licensor shall not transfer or store such data outside the UAE without the express written consent of the Licensee and in full compliance with Article 22 of the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL).

 

4.2  Storage Allocation

4.2.1  This plan includes one hundred (100) gigabytes (GB) of combined storage for all data within the SaaS Instance, including the Licensee's own records and all SaaS Tenant data. This is a shared pool across the entire instance.

4.2.2  Additional storage may be purchased in 10 GB blocks at AED 100 per block. The Licensee is responsible for managing storage allocation across its own use and its SaaS Tenants' use.

 

4.3  Domain Binding

4.3.1  This license is permanently bound to one Unique License ID and one Primary Domain. The Licensee may not operate the SaaS Instance on multiple domains simultaneously under a single license.

4.3.2  Domain migration is permitted subject to written request, Licensor approval, and payment of applicable migration fees. The old domain must be decommissioned within forty-eight (48) hours of successful migration.

 

4.4  Service Availability

4.4.1  The Licensor targets platform availability of ninety-nine percent (99%) measured monthly, excluding scheduled maintenance and Force Majeure Events. Scheduled maintenance will be communicated at least forty-eight (48) hours in advance.

4.4.2  The Licensor shall not be liable for downtime caused by the Licensee's or Tenants' internet connectivity, domain expiry, browser issues, or third-party integrations.

 

4.5  Backups

4.5.1  The Licensor maintains system-level backups for disaster recovery. These are not intended as a substitute for the Licensee's own data export routine. The Licensee is strongly advised to regularly export critical data — both its own and its Tenants' — using the CRM's built-in export features.

4.5.2  The Licensor's backup systems serve the entire infrastructure and do not guarantee individual Tenant-level data recovery in all circumstances.

 

 

5.1  Shared Infrastructure Acknowledgement

5.1.1  The Licensee acknowledges and accepts that the Multi-Company SaaS Instance operates on a shared infrastructure where the Licensor's platform serves the Licensee and all its SaaS Tenants from a common environment. As a consequence of this architecture, events including but not limited to: system-wide platform updates; security incidents on the shared infrastructure; performance constraints; and scheduled maintenance windows — may affect the Licensee and all SaaS Tenants simultaneously.

5.1.2  The Licensor shall not be liable for any business disruption, data loss, revenue impact, or financial damages suffered by the Licensee or any of its SaaS Tenants arising from shared infrastructure events, unless such events are directly and solely caused by the Licensor's gross negligence.

 

5.2  Licensee's Obligation to Inform Tenants

5.2.1  The Licensee must include clear disclosure of the shared-infrastructure model in all agreements, contracts, and terms of service presented to its SaaS Tenants. SaaS Tenants must be made aware — in writing and before commencing use of the CRM service — that: (a) their data is hosted on a shared infrastructure managed by the Licensor; (b) system-wide events may affect their service simultaneously with other users; (c) the Licensee — not the Licensor — is their service provider and point of contact for all support, complaints, and service matters.

5.2.2  The Licensee shall not attribute any system-wide failure, outage, or incident to the Licensor in any communication with its SaaS Tenants, without prior written approval from the Licensor. Unauthorized attribution of Licensor-caused issues may damage the Licensor's reputation and may expose the Licensee to liability under this Agreement.

 

5.3  Business Continuity

5.3.1  The Licensee is responsible for maintaining its own business continuity measures in relation to the CRM service it provides to SaaS Tenants. This includes maintaining an up-to-date export of all Tenant data, communicating planned maintenance windows to Tenants in advance, and having a contingency plan for service disruptions.

5.3.2  The Licensor will provide advance notice of planned maintenance. Unplanned outages will be communicated to the Licensee's SPOC as promptly as circumstances permit.

 

 

6.1  Licensee as Sole Service Provider to Tenants

6.1.1  The Licensee is the sole service provider to its SaaS Tenants in respect of the CRM service. The Licensee must manage all aspects of its Tenant relationships independently, including but not limited to: commercial agreements and billing; service activation and deactivation; user access management; data management and privacy compliance; and service-level commitments made to Tenants.

6.1.2  SaaS Tenants have no right to contact the Licensor directly for support, training, feature requests, or any other matter. Any direct communication from a Tenant to the Licensor will be redirected to the Licensee without further engagement.

 

6.2  Training & Support — Licensee's Responsibility

6.2.1  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 onboarding. The Licensee is expected to use this knowledge to train and support its own Tenants.

6.2.2  The Licensor will not provide training, onboarding support, or user-level assistance to any SaaS Tenant, directly or indirectly, as part of this Agreement. Any engagement by the Licensor's team with Tenants — for training, advanced support, or customization — will be treated as a separately quoted, billable service arranged through the Licensee.

6.2.3  The Licensee shall not direct its SaaS Tenants to contact the Licensor's support portal or any Licensor communication channel for any purpose without the Licensor's prior written consent.

 

6.3  Escalation to Licensor — When & How

6.3.1  The Licensor's support team is available to the Licensee — not to Tenants — for escalation of complex technical issues that cannot be resolved at the Licensee's level. All escalation requests must be submitted by the Licensee's designated SPOC through the official support portal at https://connect.raimsdigital.com/

6.3.2  Where the Licensor's investigation confirms that the escalated issue originates from the core CRM platform, resolution will be provided under the active Warranty or AMC coverage at no additional charge.

6.3.3  Where the issue originates from the Licensee's own configurations, Tenant data, custom workflows, or actions outside the standard platform, resolution will be quoted and billed separately.

 

6.4  Tenant Agreements — Mandatory Requirements

6.4.1  The Licensee must have a formal written service agreement in place with each SaaS Tenant before granting CRM access. These Tenant agreements must clearly state:

•       The CRM service is provided by the Licensee, not by RAIMS Digital Technologies or Risper CRM directly;

•       The service operates on a shared hosting infrastructure and is subject to the shared-risk conditions described in Section 5 of this Agreement;

•       The Licensor bears no liability toward the Tenant for any service disruption, data loss, or platform issue;

•       SaaS Tenants do not own the data infrastructure and cannot demand independent server hosting of their data under this plan;

•       The Tenant's CRM data is hosted on the Licensor's servers for the duration of the Licensee's active subscription, and will be deleted if the Licensee's subscription lapses or is terminated;

•       Any Tenant wishing to independently host their CRM data on their own server must purchase a direct license from RAIMS Digital Technologies — either a Single Company or Multi-Company plan — based on their requirements.

6.4.2  The Licensee acknowledges that the Licensor bears no responsibility for the content, adequacy, or legal compliance of the Licensee's agreements with its SaaS Tenants. The Licensee assumes full liability for any claims made by Tenants against the Licensee's service.

 

 

7.1  Under this Multi-Company SaaS plan, all SaaS Tenant data is stored on the Licensor's shared hosting infrastructure. SaaS Tenants do not have any entitlement to demand that their individual data be migrated to, or maintained on, a dedicated or independent server as part of this plan. This is not a feature or option available under the Licensee's SaaS offering.

7.2  The Licensee must clearly communicate this limitation to all SaaS Tenants prior to their commencement of service. This must be stated explicitly in the Licensee's own Tenant service agreements — that data portability to an independent server is not available under the SaaS arrangement.

7.3  If a SaaS Tenant wishes to independently own and host their CRM data on their own server infrastructure, the only available path is for that Tenant to purchase a direct CRM license from RAIMS Digital Technologies. The available options are:

License Type	Suitable For
Single Company — Yearly Hosted Plan	One company using CRM on Risper-hosted 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 SaaS Plan	Company wanting to use CRM for multiple branches and offer to their own clients

 

7.4  The Licensor will not facilitate any migration of Tenant data from the Licensee's SaaS Instance to an independent server on behalf of a SaaS Tenant without a direct commercial agreement between the Licensor and that Tenant. The Licensee must direct any such Tenant request to the Licensor's sales team for independent evaluation.

7.5  The Licensee shall not make any representation to its SaaS Tenants that data portability or server migration is available as part of the CRM service offered under this Agreement. Any such representation constitutes a misrepresentation to the Tenant and may expose the Licensee to liability.

 

8.1  What Tenants Can and Cannot Request

8.1.1  SaaS Tenants may use the CRM as provided within the standard feature set available on the Licensee's platform. Tenants may not request direct modifications to the core CRM platform, access to the underlying system settings, or any feature that affects the shared SaaS infrastructure.

8.1.2  All customization requests from Tenants must be channelled through the Licensee. The Licensee will evaluate the request and, where appropriate, submit a formal customization request to the Licensor through the official support portal. Tenants have no direct access to the Licensor's development team.

 

8.2  Customization Assessment & Pricing

8.2.1  Customizations requested on behalf of or for the benefit of a specific Tenant are assessed and priced by the Licensor's development team based on the scope, complexity, and effort involved. The Licensee will be issued a formal quotation and must obtain full payment from the Tenant (or fund it independently) before submitting payment to the Licensor.

8.2.2  Development will commence only after the full Customization Fee has been received by the Licensor from the Licensee. The Licensor does not engage directly with Tenants for payment or project management.

8.2.3  The Development Timeline is determined solely by the Licensor's development team. No external deadlines imposed by the Licensee or its Tenants shall be accepted as a basis for timeline commitments.

 

8.3  Tenant-Exclusive Features & Isolated Hosting

8.3.1  If a Tenant requires features exclusive to their instance — i.e., not deployable within the shared SaaS environment — or wishes for an isolated, dedicated server deployment, this cannot be accommodated under the Licensee's SaaS plan. Such a Tenant must be directed to purchase an appropriate direct license from RAIMS Digital Technologies, as outlined in Section 7.3.

8.3.2  The Licensor reserves the right to reject customization requests that: (a) require architectural changes incompatible with the shared SaaS environment; (b) introduce security vulnerabilities to the shared infrastructure; (c) would adversely affect other Tenants on the same instance; or (d) cannot be technically delivered within the constraints of the Licensee's current plan.

 

8.4  Tenant Data Migration Limitations

8.4.1  Migration of a specific Tenant's data from the Licensee's SaaS Instance to a new environment — whether a new SaaS plan or a standalone/lifetime license — is technically complex and subject to: pre-assessment by the Licensor's development team; data structure compatibility verification; and custom pricing based on the scope of work involved.

8.4.2  There is no guarantee of automatic data portability for SaaS Tenants. Custom reports, integrations, workflows, or configurations specific to the original SaaS instance may not transfer and could be lost during migration. Tenants must be made aware of this limitation by the Licensee in their service agreements.

8.4.3  The Licensor reserves the right to decline migration requests for legacy software versions, non-compliant data, or security-compromised environments.

 

9.1  The Software — including all source code, modules, interfaces, algorithms, designs, updates, and documentation — is and shall remain the sole and exclusive intellectual property of RAIMS Digital Technologies. This Agreement does not transfer any intellectual property rights to the Licensee or to any SaaS Tenant.

9.2  No source code is provided to the Licensee under this plan. The Licensor's SaaS platform delivers the Software as a hosted service. The Licensee receives the right to access and operate the Software — not to own, modify, or distribute it.

9.3  Any customizations developed by the Licensor — whether for the Licensee or on behalf of a Tenant — remain the intellectual property of RAIMS Digital Technologies. Payment of a Customization Fee grants the right to use the feature within the agreed environment, not ownership of the underlying code.

9.4  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 Tenant.

 

10.1  Data Ownership

10.1.1  All data entered into the CRM by the Licensee and its SaaS Tenants remains the property of the respective parties who entered it. The Licensor does not claim ownership of any Licensee or Tenant data.

10.1.2  The Licensor processes Licensee and Tenant data solely for the purpose of operating and maintaining the SaaS platform. The Licensor will not sell, disclose, or use such data for any purpose outside its contractual obligations.

 

10.2  Licensee's Data Responsibilities

10.2.1  The Licensee, as the service provider to its SaaS Tenants, is the data controller in respect of Tenant data processed through the CRM. The Licensee is solely responsible for: ensuring Tenants' consent to data storage on the Licensor's infrastructure; compliance with applicable data protection laws including UAE PDPL and GDPR; and managing Tenant data access, retention, and deletion requests.

10.2.2  The Licensor's data protection obligations are owed to the Licensee. The Licensor does not have a direct data processing relationship with SaaS Tenants and does not accept data subject requests from Tenants directly.

 

10.3  Sub-Processors & Third-Party Data Handling

10.3.1  The Licensee provides a general authorization for the Licensor to engage AWS UAE Region as the primary Sub-Processor for hosting and data storage services. The Licensor shall maintain an up-to-date list of all Sub-Processors engaged in connection with the processing of Licensee and Tenant data. The Licensor shall notify the Licensee of any intended changes to the Sub-Processor list with a minimum of thirty (30) days advance notice. The Licensor remains fully liable for the data protection performance of any Sub-Processor it engages.

10.3.2  All Sub-Processors engaged by the Licensor are bound by data protection obligations no less stringent than those applicable to the Licensor under this Agreement and under UAE PDPL.

 

10.4  Data Subject Rights & Right to Erasure

10.4.1  The Software shall provide functional tools to enable the Licensee, as Data Controller, to fulfil requests from individuals exercising their data subject rights, including the right to access, correct, and erase their personal data (the "Right to be Forgotten") as mandated by the UAE PDPL. The Licensor agrees to facilitate such requests through the CRM's technical features and through direct support where technically required.

10.4.2  All data subject requests from SaaS Tenants' end-users must be managed by the Licensee as data controller. The Licensor does not accept data subject requests directly from SaaS Tenants or their users, but will provide technical assistance to the Licensee as required to fulfil such requests where the cooperation of the Licensor's technical team is necessary.

 

10.5  UAE Data Office Oversight & Regulatory Compliance

10.5.1  Both parties acknowledge that the processing of personal data under this Agreement is subject to the oversight and regulations of the UAE Data Office, the federal regulator appointed under UAE PDPL. The Licensor agrees to comply with all circulars, guidance, and executive regulations issued by the UAE Data Office from time to time as they apply to the Licensor's operations and data processing activities.

10.5.2  Data Protection Impact Assessment (DPIA): If the Licensee is required by applicable UAE law or regulation to conduct a Data Protection Impact Assessment in connection with the processing activities carried out through the CRM, the Licensor agrees to provide the Licensee with all necessary technical information, security architecture documentation, and cooperation required to enable the Licensee to complete that assessment in a timely and accurate manner.

10.5.3  In the event of any change to UAE data protection regulations that materially affects either party's obligations under this Agreement, both parties agree to negotiate in good faith to amend the relevant provisions of this Agreement to ensure continued compliance.

 

10.6  Security

10.6.1  The Licensor implements and maintains commercially reasonable security measures on its hosted infrastructure. However, the Licensee acknowledges that no system is entirely immune to security threats, and the Licensor cannot guarantee absolute data security in all circumstances.

10.6.2  The Licensee is responsible for: managing all Authorized User and Tenant access credentials; ensuring strong password practices across its platform; and promptly reporting any suspected security incident to the Licensor's support portal.

 

11.1  All technical support, escalation, and customization requests from the Licensee must be submitted through the official support portal at https://connect.raimsdigital.com/ The Licensee's designated SPOC is the authorized point of contact for all such communications.

11.2  Support will not be provided through informal channels including WhatsApp, personal email, or phone calls, except in declared emergency situations at the Licensor's discretion.

11.3  Business Hours: 09:00 AM to 6:00 PM, Monday to Friday (UAE time). Online meeting requests require twenty-four (24) hours advance notice. In-person meetings require three (3) working days advance notice.

Priority	Description	Initial Response	Target Resolution
P1 – Critical	Platform down, data loss risk	4 Business Hours	1 Business Day
P2 – High	Major feature 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

 

12.1  Warranty

12.1.1  A twelve (12) month warranty from the Subscription Start Date covers defects and errors in the original Risper CRM functionality. During this period, confirmed software defects will be investigated and resolved at no additional charge.

12.1.2  The warranty covers the Licensee's SaaS Instance as a whole. It does not create individual warranty entitlements for each SaaS Tenant. Tenant-reported issues must be escalated through the Licensee's SPOC as described in Section 11.

 

12.2  Annual Maintenance Contract (AMC)

12.2.1  Following the expiry of the Warranty Period, the Licensee may enter into an optional Annual Maintenance Contract. The AMC is priced at fifteen percent (15%) of the Annual License Fee and covers: free software updates and patches released by the Licensor (for the Licensee's instance only — not for individual Tenants); minor configuration assistance; functional query support; and ticket-based priority support with a twenty-four (24) business hour response target.

12.2.2  AMC updates and patches are provided to the Licensee's SaaS Instance, not to individual Tenant environments. Tenants benefit from updates as they are applied to the shared platform.

12.2.3  AMC Lapse: If the AMC is not renewed within thirty (30) days of expiry, 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 AMC fee for the new AMC year.

12.2.4  Non-renewal of the AMC does not affect the Licensee's active subscription right to operate the CRM during the Subscription Term. The AMC relates to post-warranty ongoing maintenance — it does not affect the core subscription.

 

Risper CRM is a web-based platform accessed through the browser. Like all web applications, its performance is influenced by the condition of the browser environment on each user's device. This applies equally to the Licensee's own team and to all SaaS Tenants.

 

13.1  The Licensor recommends that all Authorized Users — including the Licensee's staff and all SaaS Tenants — maintain good browser hygiene practices. This includes regular clearing of browser cache and cookies, keeping browsers updated to the latest stable version, and avoiding excessive browser extensions that may interfere with web application performance.

13.2  A browser accumulates cached data from all websites and applications visited during daily use. Over time, this accumulated cache can affect how web applications — including the CRM — load and display on that device. Symptoms such as outdated interface elements, slow loading, or login errors are commonly browser-side conditions resolved by clearing the cache, and are not indicative of platform defects.

13.3  The Licensee is responsible for communicating this guidance to its SaaS Tenants and for incorporating browser maintenance best practices into its own user onboarding and support materials. Browser-related issues reported by Tenants should be triaged by the Licensee before escalation to the Licensor.

13.4  Before escalating any display or performance concern to the Licensor's support team, the Licensee should confirm that the reporting user has completed a full browser cache clear. This step resolves the majority of browser-side issues and avoids unnecessary support ticket cycles.

 

The Licensor is fully committed to the Licensee's success and provides platform support, training for the Licensee's team, and ongoing technical assistance. This section clarifies the responsibilities of both parties in maintaining a fair and professional working relationship.

 

14.1  Refund Eligibility

14.1.1  As stated in Section 3.2, all fees are non-refundable once the subscription has been activated. A refund request will be considered only where a reproducible, documented software defect has been formally reported and the Licensor has been unable to resolve it within a reasonable timeframe. Where a refund request is received, the Licensor will review access logs and support history as part of a standard objective assessment.

14.1.2  The following do not qualify as grounds for a refund: low or no usage of the platform by the Licensee or its Tenants; internal staff or Tenant resistance to adoption; dissatisfaction where no technical defect exists; or the Licensee's decision to discontinue the service mid-subscription.

 

14.2  Adoption Responsibility

14.2.1  The Licensor provides initial onboarding training and documentation to the Licensee. The Licensee is responsible for all training, adoption, and support delivery to its SaaS Tenants. Business outcomes — including Tenant retention, satisfaction, and CRM adoption rates — are within the Licensee's operational responsibility and are not grounds for service credits or refunds.

 

14.3  Dispute Conduct

14.3.1  All concerns and disputes should be raised through the official support portal. Where a concern cannot be resolved through support, both parties agree to follow the formal dispute resolution process in Section 16, beginning with a good-faith negotiation period. All communications are expected to remain professional and respectful throughout. The Licensor maintains server-side logs that serve as an objective reference in any dispute.

 

15.1  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. If a Force Majeure Event persists beyond sixty (60) days, either party may terminate with thirty (30) days written notice without liability, save that no fees paid shall be refundable.

15.2  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.

15.3  Audit Rights  The Licensor reserves the right to conduct an annual audit of the Licensee's use of the Software and Tenant count to verify compliance. Fifteen (15) Business Days advance written notice will be provided.

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

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

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

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

15.8  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.

 

16.1  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.

16.2  In the event of any dispute, the parties shall first attempt resolution through good-faith negotiation within fifteen (15) calendar days of written notice of the dispute.

16.3  If unresolved through negotiation, the dispute shall be referred to binding arbitration in Abu Dhabi, UAE, under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC). The language of arbitration shall be English.

16.4  The Licensee assumes full responsibility for ensuring that its SaaS Tenants comply with UAE and international laws in relation to their use of the CRM service. The Licensor bears no liability for any Tenant's non-compliance with applicable law.

 

17.1  Licensor's Right to Terminate or Suspend

The Licensor may suspend or terminate this Agreement where the Licensee:

•       Fails to pay the Annual License Fee within the thirty (30) day grace period;

•       Breaches any material term of this Agreement and fails to remedy within fifteen (15) calendar days of written notice;

•       Allows unauthorized modifications to the Software or underlying infrastructure;

•       Provides the CRM service to Tenants in a manner inconsistent with the terms of this Agreement;

•       Uses the platform for illegal purposes or in violation of UAE or international law.

 

17.2  Effect of Termination

17.2.1  Upon termination or expiry of this Agreement: all Licensee and Tenant access to the SaaS Instance ceases; all data is permanently deleted from the Licensor's servers following the grace period; no refunds are provided for any unused portion of the subscription.

17.2.2  The Licensee is solely responsible for notifying all SaaS Tenants of the service termination with sufficient advance notice and for facilitating data export before the termination date. The Licensor bears no obligation toward SaaS Tenants following termination.

17.2.3  If the Licensee ceases operations entirely, the Licensor may request written confirmation of Tenant data deletion from the Licensee.