RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

Multi-Company SaaS — Standalone Server License & Subscription Agreement

Yearly Standalone Server Plan — Risper Hosted  |  Multi-Company & SaaS Reseller  |  With Customization Rights

 

 

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

 

Term	Definition
Agreement	This Multi-Company SaaS Standalone Server License and Subscription Agreement, including all schedules and appendices.
Software / CRM	The Risper CRM platform, all modules, interfaces, updates, patches, 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 this plan, operating both as an end-user of the CRM and as a SaaS reseller to external Tenants.
SaaS Tenant / End Client	Any external company or individual to whom the Licensee provides CRM access as a managed service. Tenants have no direct 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.
Standalone Server Plan	A dedicated server environment provisioned within the Licensor's infrastructure exclusively for the Licensee, enabling advanced customization and greater isolation compared to the shared hosted plan.
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.
Customization	Any modification, new feature, workflow change, integration, or development work requested beyond the standard Risper CRM functionality.
Customization Fee	The separately quoted fee for each approved Customization, payable in full before development commences.
Minor Customization	Simple configuration changes, label edits, or basic workflow tweaks not requiring new code development.
Moderate Customization	Feature additions, new modules, workflow redesigns, or third-party API integrations requiring development effort.
Major Customization	Complex bespoke development including industry-specific modules, AI features, or multi-system integrations.
Development Timeline	The estimated duration for completing a Customization, determined solely by the Licensor's development team.
Annual Combined Fee	The single yearly fee covering both the dedicated standalone server environment and the Multi-Company SaaS license, payable together as one combined renewal.
Upgrade	Any transition from this plan to another plan offered by the Licensor, including a Lifetime Self-Hosted Plan.
Unique License ID	A system-generated identifier bound to the Licensee's server instance and primary domain.
Primary Domain	The single internet domain to which the Licensee's standalone server instance is bound.
AMC	Annual Maintenance Contract — an optional service providing updates and support from the Licensor to the Licensee after the warranty period.
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.
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 dedicated standalone server environment.

 

2.1  What This Plan Covers

2.1.1  The Multi-Company SaaS Standalone Server Plan combines a dedicated isolated server environment within the Licensor's infrastructure with a multi-company SaaS license. This plan is specifically designed for Licensees who: (a) operate the CRM across multiple internal branches or departments; (b) offer CRM access to external SaaS Tenants as a managed service; and (c) require moderate to major customizations beyond the standard shared hosted plan.

2.1.2  Subject to timely payment of the Annual Combined 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 dedicated standalone server for the purposes described in clause 2.1.1.

2.1.3  This Agreement constitutes a license to use the Software. It does not constitute a sale. No ownership of the Software, server infrastructure, or any customization source code is transferred to the Licensee.

 

2.2  Key Advantages of This Plan Over Standard Multi-Company SaaS

Feature	Standard Multi-Company Shared Plan	Multi-Company Standalone Server Plan
Server Environment	Shared infrastructure	Dedicated isolated server
Moderate Customizations	Not available	Available — separately charged
Major Customizations	Not available	Available — separately charged
Tenant Data Isolation	Shared environment	Isolated server — better separation
Custom Integrations	Not available	Available — separately charged
Migration to Lifetime Plan	Requires new server setup	Seamless — environment ready
Development Flexibility	Limited	Full — dedicated environment

 

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 SaaS Instance. Internal branch use is fully covered under the Annual Combined 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. The Licensee acts as the service provider to its Tenants and is solely responsible for managing, billing, supporting, and training those Tenants. The Licensor's responsibilities extend only to the Licensee — not to any Tenant.

2.4.2  The Licensee's right to offer CRM to SaaS Tenants is contingent on this Agreement remaining active and all fees being current. If this Agreement lapses, expires, or is terminated, the sublicensing right ceases immediately.

2.4.3  The number of SaaS Tenants permitted is as specified on the cover page. Expansion beyond this limit requires written approval from the Licensor and may attract additional fees.

 

2.5  Prohibited Use

The Licensee shall not:

•       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 server infrastructure;

•       Attempt to self-modify the server environment or install unauthorized software on the standalone server;

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

•       Share or transfer any customization developed under this Agreement to any third party without the Licensor's prior written consent;

•       Use the platform in a manner that violates applicable UAE or international laws.

 

3.1  Annual Combined Fee — Single Renewal

3.1.1  Under this plan, the standalone server cost and the Multi-Company SaaS subscription are combined into a single Annual Combined Fee, renewed together each year as one payment. Both components — the dedicated server environment and the SaaS license — are not independently renewable. Both must be renewed simultaneously on or before the subscription expiry date.

3.1.2  The Annual Combined Fee covers: the provisioning, maintenance, and operation of the Licensee's dedicated standalone server; the Multi-Company SaaS license for the agreed Tenant limit; platform maintenance and security; and the warranty period as described in Section 11.

3.1.3  The Licensor draws the Licensee's attention to the fact that the Annual Combined Fee represents a growing yearly commitment — covering both the server environment and the SaaS license simultaneously. The Licensor encourages the Licensee to consider the Lifetime Self-Hosted Plan as a long-term alternative that eliminates recurring fees. Details are available on request.

3.1.4  The Licensor reserves the right to revise the Annual Combined Fee for any Renewal Term with a minimum of thirty (30) days written notice prior to the renewal date.

 

3.2  Customization Fee

3.2.1  Moderate and Major customizations are available under this plan and are charged separately from the Annual Combined Fee. Each Customization Fee is determined solely by the Licensor's development team following a formal technical assessment. Development will not commence under any circumstances until the full Customization Fee has been received and confirmed by the Licensor.

3.2.2  Customization Fees are non-refundable once development has commenced. Scope changes after development commences will be assessed and priced as new requests.

 

3.3  Non-Refundable Policy — All Fees

3.3.1  All fees paid under this Agreement — including the Annual Combined Fee, Customization Fees, AMC fees, training fees, migration fees, and any other charges — are strictly non-refundable once the respective service has been activated or development has commenced, regardless of the circumstances.

3.3.2  No previously paid fee shall be credited, offset, or deducted against any future plan, upgrade, or new agreement. This applies without exception to all upgrade scenarios including transition to a Lifetime Self-Hosted Plan.

 

3.4  Storage Allocation

3.4.1  This plan includes one hundred (100) gigabytes (GB) of combined storage for all data within the SaaS Instance, shared across the Licensee's own use and all SaaS Tenant data. Additional storage is available at AED 500 per additional 100 GB block per year.

3.4.2  The Licensee is advised that persistent storage expansion requirements, combined with the recurring Annual Combined Fee, may make an upgrade to a Lifetime Self-Hosted Plan a more cost-effective long-term solution.

 

3.5  Additional Charges

Service / Item	Description	Rate
Customization Fee (Moderate)	Per approved request	As quoted after assessment
Customization Fee (Major)	Per approved project	As quoted after assessment
Additional Storage	Per 100 GB block per year	AED 500
Tenant Expansion	Beyond agreed tenant limit	As quoted
Domain Migration	Transfer to new primary domain	As quoted
Emergency Migration	Less than 7 business days notice	+30% surcharge
Licensor Direct Tenant Support	Escalated cases, time-and-materials	As quoted
AMC (post-warranty)	Annual Maintenance Contract	15% of Annual Combined Fee
Additional Training	Beyond initial onboarding	As quoted per session

 

3.5.1  All additional services require written request, formal quotation, and full payment before work commences. All fees are payable in UAE Dirhams (AED) and are exclusive of applicable taxes including VAT.

3.5.2  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  Dedicated Server Provisioning

4.1.1  Upon receipt of the full Annual Combined Fee, the Licensor shall provision a dedicated standalone server environment within its hosting infrastructure exclusively for the Licensee. This server will host an isolated instance of the Multi-Company Risper CRM, configured for the Licensee's domain, Unique License ID, and agreed Tenant capacity.

4.1.2  The standalone server environment is provisioned solely for the purpose of running the Licensee's Risper CRM SaaS instance. The Licensee shall not use the server environment for any other application, website, or service.

4.1.3  Server specifications, resources, and configuration are determined by the Licensor based on the Licensee's operational requirements, anticipated Tenant count, and the scope of planned customizations. Significant growth in Tenant numbers or customization complexity may necessitate a server resource upgrade, which will be separately quoted.

 

4.2  Service Availability & Uptime

4.2.1  The Licensor targets platform availability of ninety-nine percent (99%) for the dedicated server environment, measured monthly, excluding scheduled maintenance and Force Majeure Events.

4.2.2  Scheduled maintenance will be communicated at least forty-eight (48) hours in advance and scheduled outside Business Hours where possible. Emergency maintenance may be performed without advance notice to protect the server's security or integrity.

4.2.3  The dedicated server environment significantly reduces — but does not eliminate — the risk of one Tenant's actions affecting another. However, the Licensee acknowledges that some platform-wide events (such as server-level maintenance, security patches, or hardware issues) may still affect all Tenants simultaneously.

 

4.3  Domain Binding & Configuration

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  Where the Licensee elects to use a branded custom domain, that domain must be exclusively reserved for the CRM and must not be connected to any other service, website, or application. Domain purchase, renewal, and maintenance are the Licensee's sole responsibility.

4.3.3  Domain migration to a new primary domain 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  Backups

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

4.4.2  The Licensee is responsible for communicating backup practices and data export options to its SaaS Tenants and for ensuring Tenant data is appropriately exported before any planned service disruption.

 

 

5.1  Dedicated Server — Improved But Not Absolute Isolation

5.1.1  The dedicated standalone server provides the Licensee and its SaaS Tenants with a private, isolated server environment separate from other Risper CRM clients. This means that configuration changes, customizations, and routine operations for one Tenant will not affect other Tenants within the same instance. However, server-level events — such as scheduled maintenance, security patching, hardware interventions, or Force Majeure Events — may still cause temporary unavailability for all users of the instance simultaneously.

5.1.2  The Licensor shall not be liable for any business disruption, data loss, or revenue impact suffered by the Licensee or any SaaS Tenant arising from server-level events, provided the Licensor has taken commercially reasonable steps to minimize disruption.

 

5.2  Licensee's Obligation to Inform Tenants

5.2.1  The Licensee must clearly disclose the hosting arrangement to all SaaS Tenants in their service agreements. Tenants must be informed in writing, before commencing use of the CRM, that: (a) their data is hosted on a dedicated server managed by the Licensor on the Licensee's behalf; (b) server-level events may cause temporary service unavailability; (c) the Licensee — not the Licensor — is their service provider for all matters; and (d) they do not have any right to demand independent server hosting of their data under this plan.

5.2.2  The Licensee shall not attribute any platform or server event to the Licensor in any communication with its Tenants without prior written approval from the Licensor.

 

5.3  Business Continuity

5.3.1  The Licensee is responsible for maintaining its own business continuity measures including up-to-date data exports, advance communication of maintenance windows to Tenants, and contingency planning for service disruptions.

 

 

6.1  Licensee as Sole Service Provider to Tenants

6.1.1  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 management and privacy compliance; and all service-level commitments made to Tenants.

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

 

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 deploy this knowledge to train and support its own Tenants independently.

6.2.2  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 for training, advanced support, or customization guidance will be separately quoted and billed, arranged exclusively through the Licensee.

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

 

6.3  Escalation to Licensor

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 SPOC through the official support portal at https://connect.raimsdigital.com/

6.3.2  Where the issue originates from the core CRM platform, resolution will be provided under active Warranty or AMC coverage at no additional charge. Where the issue originates from the Licensee's configurations, Tenant data, or custom workflows, resolution will be separately quoted.

 

6.4  Mandatory Tenant Agreement Requirements

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

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

•       The service runs on a dedicated server hosted within the Licensor's infrastructure on the Licensee's behalf — server-level events may temporarily affect the service;

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

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

•       All Tenant data is stored on the Licensor's infrastructure for the duration of the Licensee's active subscription and will be permanently deleted if the 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, as described in Section 7.

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

 

 

7.1  Under this Multi-Company SaaS Standalone Server Plan, all SaaS Tenant data is stored on the Licensor's dedicated server infrastructure. SaaS Tenants have no entitlement to demand that their individual data be migrated to, or maintained on, an independent server as part of this plan. The Licensee must clearly communicate this limitation to all Tenants in writing before they commence use of the CRM service.

7.2  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 license from RAIMS Digital Technologies. The Licensee must direct any such request to the Licensor's team for independent commercial evaluation. Available direct license 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 serve multiple branches and offer CRM to clients on shared hosting
Multi-Company — Standalone Server Plan (this plan)	Company wanting dedicated server, customizations, and SaaS reseller rights

 

7.3  The Licensor will not facilitate migration of a Tenant's data to an independent server without a direct commercial agreement with that Tenant. The Licensee must not represent to its Tenants that independent data hosting is available under this plan. Any such misrepresentation is the Licensee's liability.

 

The Multi-Company SaaS Standalone Server Plan is the only multi-company subscription plan under which Moderate and Major customizations are available. This section governs the full lifecycle of customization requests.

 

8.1  Customization Classification

Category	Examples	Availability	Pricing
Minor	Label edits, colour changes, simple form adjustments, basic workflow reconfigurations	Included within plan limits — subject to assessment	No additional charge (within limits)
Moderate	New reporting modules, custom field sets, workflow redesigns, third-party API connections, document template customization	Available under this plan — separately charged	Quoted per scope after assessment
Major	Industry-specific module builds, AI or automation integrations, multi-system data bridges, full workflow architecture changes	Available under this plan — separately charged	Quoted per project after assessment

 

8.2  Customization Request Process

8.2.1  All customization requests — whether for the Licensee's own use or on behalf of a SaaS Tenant — must be submitted in writing by the Licensee's SPOC through the official support portal. The Licensee consolidates all Tenant requests and submits them on behalf of Tenants. Tenants have no direct access to the Licensor's development team.

8.2.2  The Licensor's development team will assess the request and respond with: (a) the formal classification; (b) the Customization Fee for Moderate and Major requests; (c) the estimated Development Timeline; and (d) any technical prerequisites. This response is typically provided within five (5) to seven (7) Business Days of receiving the request.

8.2.3  The Licensee's written acceptance of the quoted fee and timeline is required before any development commences. Verbal agreements or informal approvals are not accepted.

 

8.3  Customization Fee — Authority & Determination

8.3.1  The Customization Fee for each Moderate or Major request is determined solely and exclusively by the Licensor's development team. This determination is based on technical complexity, effort, technology, and resources required. It is final and not subject to negotiation based on the Licensee's or any Tenant's budget preferences.

8.3.2  No other representative of the Licensor has authority to quote, commit to, or modify Customization Fees outside the formal written quotation process.

8.3.3  Scope changes requested after a quotation has been accepted will be treated as a new or amended request and separately assessed and priced.

 

8.4  Full Payment Before Development Commences — Absolute Condition

8.4.1  Development work on any Moderate or Major customization shall not commence under any circumstances until the full Customization Fee has been received and confirmed by the Licensor. This applies regardless of urgency, relationship history, or prior verbal understanding. The Licensor will issue a formal payment confirmation, after which development will be scheduled.

8.4.2  Where the Licensee is requesting a customization on behalf of a Tenant, the Licensee is responsible for collecting payment from the Tenant (or funding it independently) before remitting the Customization Fee to the Licensor. The Licensor does not engage directly with Tenants for payment.

8.4.3  Customization Fees are non-refundable once development has commenced. Cancellations after payment but before development commencement may, at the Licensor's sole discretion, be credited toward a different customization request within the same Subscription Term.

 

8.5  Development Timeline — Determination & Management

8.5.1  The Development Timeline is determined solely by the Licensor's development team. The Licensor does not accept externally imposed deadlines — whether from the Licensee or from any SaaS Tenant — as a basis for timeline commitments.

8.5.2  Timelines may be adjusted where: the Licensee requests scope changes during development; the Licensee or Tenant fails to provide required information or approvals in a timely manner; or unforeseen technical complexity is discovered. The Licensor will communicate any significant timeline adjustment promptly. Timeline delays do not entitle the Licensee to a refund of paid fees.

 

8.6  Tenant Customization Restrictions

8.6.1  SaaS Tenants may not request direct modifications to the core CRM platform or server environment. All Tenant customization requests must be channelled through the Licensee, evaluated for feasibility, and submitted to the Licensor by the Licensee's SPOC. Tenants have no direct access to the Licensor's development team.

8.6.2  If a Tenant requires features exclusive to their instance — not deployable within the shared server environment — or wishes for fully isolated dedicated hosting, this cannot be accommodated under this plan. Such Tenants must be directed to purchase a direct license from RAIMS Digital Technologies as outlined in Section 7.2.

 

8.7  Intellectual Property of Customizations

8.7.1  All customizations developed by the Licensor — regardless of whether requested for the Licensee or on behalf of a Tenant — remain the sole intellectual property of RAIMS Digital Technologies. Payment of the Customization Fee grants the right to use the developed feature within the agreed environment. It does not constitute a purchase or transfer of the underlying code or design.

 

9.1  Right to Upgrade — Recommended Path

9.1.1  The Licensee may request an upgrade from this plan to a Lifetime Self-Hosted Plan or any other plan offered by the Licensor at any time during the Subscription Term. The Licensor welcomes upgrades and will facilitate the transition in a structured manner. The dedicated standalone server architecture makes migration to a Lifetime Self-Hosted Plan more efficient compared to migrating from a shared environment.

9.1.2  The Licensor notes that the recurring Annual Combined Fee covering both the server environment and the SaaS license — combined with growing storage and customization costs — represents an increasing yearly commitment. The Lifetime Self-Hosted Plan replaces this with a one-time license fee, providing permanent ownership on the Licensee's own infrastructure. The Licensor encourages the Licensee to evaluate this option as a long-term investment.

9.1.3  Upgrade requests must be submitted in writing. The Licensor will respond with the applicable fees, migration process, and timeline within five (5) to seven (7) Business Days.

 

9.2  All Previously Paid Fees Are Non-Creditable on Upgrade

9.2.1  The Licensee expressly acknowledges that all amounts previously paid under this Agreement — including Annual Combined Fees, Customization Fees, storage charges, AMC fees, migration fees, and any other amounts — are strictly non-creditable, non-refundable, and non-deductible against the cost of any upgrade or new agreement, without exception.

9.2.2  Upgrade fees are assessed and quoted at the time of the upgrade request based on then-current pricing. All upgrade fees are payable in full before migration work commences.

 

10.1  The Multi-Company SaaS Standalone Server Plan is architecturally designed to facilitate a smooth and efficient transition to a Lifetime Self-Hosted Plan should the Licensee choose to upgrade. The dedicated server environment within the Licensor's infrastructure makes this migration more structured compared to migrating from a shared environment.

10.2  The Licensee may initiate a migration to a Lifetime Self-Hosted Plan at any time during an active Subscription Term by submitting a written request through the support portal. All applicable migration and Lifetime Plan fees must be settled in full before migration work commences.

10.3  The full terms, conditions, process, timeline, SaaS Tenant transition arrangements, and responsibilities governing the migration and the Lifetime Self-Hosted Plan will be set out in a separate Lifetime Plan Agreement to be signed by both parties at the time of the upgrade. This Agreement does not govern or form part of that process.

 

11.1  Twelve-Month Warranty

11.1.1  A twelve (12) month warranty from the Subscription Start Date covers defects and errors in the original Risper CRM functionality as delivered. Confirmed software defects in standard functionality will be investigated and resolved at no additional charge, subject to the warranty not having been voided by unauthorized modifications.

11.1.2  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 12.

11.1.3  Customizations delivered under this Agreement carry a ninety (90) day post-delivery warranty covering defects that directly deviate from the agreed scope. Issues arising from subsequent server changes, Tenant configurations, or scope modifications are not covered.

 

11.2  Annual Maintenance Contract (AMC) — Optional

11.2.1  Following the expiry of the Warranty Period, the Licensee may enter into an optional AMC. The AMC is priced at fifteen percent (15%) of the Annual Combined Fee and covers: free software updates and patches released by the Licensor (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 during Business Hours (09:00 AM to 6:00 PM, Monday to Friday, UAE time); and periodic security oversight of the server environment.

11.2.2  AMC coverage is provided to the Licensee's SaaS Instance — not to individual Tenants. Tenants benefit from updates as they are applied to the platform. The Licensor does not provide AMC services directly to any SaaS Tenant.

11.2.3  AMC Lapse: If the AMC is not renewed within thirty (30) days of its 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 year. Both must be paid before reinstatement is processed.

11.2.4  Non-renewal of the AMC does not affect the Licensee's active subscription right under this Agreement. The AMC governs post-warranty maintenance — it does not affect the core SaaS subscription.

 

12.1  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 sole authorized point of contact for all such communications. Support will not be provided through informal channels except in declared emergencies at the Licensor's discretion.

12.2  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	Server/platform 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

 

12.3  The Licensee is responsible for providing first-level support triage to all SaaS Tenants before escalating to the Licensor. Tenant issues should be diagnosed at the Licensee's level — including browser cache checks, basic connectivity verification, and access management — before a formal escalation ticket is raised.

 

13.1  Data Ownership

13.1.1  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 stored on the dedicated server.

13.1.2  The Licensor processes Licensee and Tenant data solely for the purpose of operating, maintaining, and securing the dedicated server environment. The Licensor will not sell, disclose, or use such data for any unauthorized purpose.

 

13.2  Licensee's Data Responsibilities

13.2.1  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: obtaining Tenant consent to data storage on the Licensor's infrastructure; compliance with UAE PDPL, GDPR, and any other applicable data protection laws; and managing Tenant data access, retention, and deletion requests.

13.2.2  The Licensor does not accept data subject requests from SaaS Tenants directly. All such requests must be managed by the Licensee.

 

13.3  Sub-Processors & Third-Party Data Handling

13.3.1  The Licensee provides a general authorization for the Licensor to engage UAE-based infrastructure providers as Sub-Processors for the dedicated standalone server environment. The Licensor shall maintain an up-to-date list of all Sub-Processors and shall notify the Licensee of any intended changes 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.

13.3.2  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.

 

13.4  Data Subject Rights & Right to Erasure

13.4.1  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.

13.4.2  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 Tenants or their users, but will provide technical assistance to the Licensee where the cooperation of the Licensor's technical team is necessary.

 

13.5  UAE Data Office Oversight & Regulatory Compliance

13.5.1  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 as they apply to the Licensor's operations.

13.5.2  Data Protection Impact Assessment (DPIA): If the Licensee is required by applicable UAE law to conduct a Data Protection Impact Assessment in connection with 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 accurately and in a timely manner.

13.5.3  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 to ensure continued compliance.

 

13.6  Security

13.6.1  The Licensor implements commercially reasonable security measures on the dedicated server including TLS encryption in transit, encryption at rest, firewall protection, and role-based access controls.

13.6.2  The Licensee is responsible for managing all Authorized User and Tenant access credentials securely and reporting any suspected security incident promptly through the support portal.

 

14.1  The Software — including all source code, modules, interfaces, algorithms, designs, updates, and customizations — is and shall remain the sole and exclusive intellectual property of RAIMS Digital Technologies. No intellectual property rights are transferred to the Licensee or to any SaaS Tenant under this Agreement.

14.2  No source code is provided to the Licensee under this plan. Customizations developed by the Licensor remain the Licensor's intellectual property regardless of who funded the development.

14.3  Hosting the CRM on a dedicated server within the Licensor's infrastructure does not grant the Licensee, any Tenant, or any third party any right to access, modify, or claim ownership of the Software's underlying code.

 

Risper CRM is accessed through the browser. Browser cache accumulated from daily business use — across all websites and applications — can affect how the CRM loads and displays on any user's device. This applies equally to the Licensee's own team and to all SaaS Tenants.

 

15.1  The Licensor recommends that all Authorized Users — including the Licensee's staff and all SaaS Tenants — maintain good browser hygiene: clearing cache and cookies at least once per week, keeping browsers updated, and avoiding excessive extensions that may interfere with web application performance.

15.2  The Licensee is responsible for incorporating browser maintenance guidance into its own Tenant onboarding and support materials. Browser-related issues reported by Tenants — such as outdated interface elements, slow loading, or login errors — should be triaged by the Licensee by confirming cache has been cleared before raising an escalation to the Licensor.

15.3  The Licensor's support team will request confirmation that browser cache has been cleared as a standard first step in diagnosing any performance or display issue. Where the issue is confirmed as browser-side, the ticket will be resolved as a client-environment resolution at the Licensee or Tenant level.

 

16.1  Renewal

16.1.1  The Annual Combined Fee must be renewed on or before the subscription expiry date. A thirty (30) day grace period applies, after which the standalone server environment will be suspended and all data — including all SaaS Tenant data — permanently deleted from the Licensor's servers without possibility of recovery.

16.1.2  The Licensee is solely responsible for notifying all SaaS Tenants of any impending subscription expiry and for ensuring Tenant data is exported before the expiry date. The Licensor bears no obligation toward SaaS Tenants for data loss arising from the Licensee's failure to renew.

 

16.2  Termination for Cause

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

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

•       Commits a material breach and fails to remedy within fifteen (15) calendar days of written notice;

•       Attempts unauthorized access to or modification of the server environment;

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

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

 

16.3  Effect of Termination

16.3.1  Upon termination or expiry: all Licensee and Tenant access ceases; all data is permanently deleted from the server following the grace period; no refunds are provided for any unused subscription period or paid fees.

16.3.2  The Licensee must notify all SaaS Tenants of the service termination with sufficient advance notice and facilitate data export before the termination date. The Licensor bears no obligation toward SaaS Tenants following termination.

 

The Licensor is committed to the Licensee's success and provides training, ongoing support, a dedicated development team, and a dedicated server environment to ensure a positive experience.

 

17.1  Refund Eligibility: All fees are non-refundable once the server has been activated or development has commenced. 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. Internal staff or Tenant non-adoption, low platform usage, or business decisions to discontinue the service do not qualify as refund grounds.

17.2  Adoption Responsibility: The Licensor provides initial onboarding training and documentation to the Licensee. All Tenant training, adoption support, and engagement are the Licensee's responsibility. Business outcomes — including Tenant retention and adoption rates — are within the Licensee's operational scope and do not affect the finality of fees paid.

17.3  Dispute Conduct: All concerns should be raised through the official support portal. Where a dispute cannot be resolved through support, both parties agree to follow the formal dispute resolution process in Section 19. All communications must remain professional and respectful. The Licensor maintains server-side logs as an objective reference in any dispute.

 

18.1  Force Majeure  Neither party shall be liable for failure or delay caused by a Force Majeure Event. If it 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.

18.2  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.

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

18.4  Amendments  Any changes to this Agreement require written consent from both parties.

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

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

18.7  Assignment  The Licensee may not assign this Agreement without the Licensor's prior written consent.

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

 

19.1  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.

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

19.3  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.

19.4  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.