RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

 

 

 

Software-as-a-Service License & Subscription Terms

Yearly Standalone Server Plan — Risper Hosted  |  With Customization Rights

 

 

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

 

Term	Definition
Agreement	This Yearly Standalone Server License and Subscription Agreement, including all schedules and appendices.
Software	The Risper CRM platform, all modules, interfaces, updates, patches, and documentation provided by the Licensor.
Licensor	RAIMS Digital Technologies — owner, developer, and operator of Risper CRM.
Licensee / Client	The company or legal entity identified on the cover page purchasing this plan.
Standalone Server Plan	A dedicated server environment provisioned within the Licensor's hosting infrastructure exclusively for the Licensee, enabling advanced customization capabilities beyond the standard Yearly Hosted Plan.
Subscription Term	The twelve (12) month period beginning on the Subscription Start Date, renewable annually.
Annual Server Fee	The total yearly fee covering the dedicated server environment and base CRM license as specified on the cover page.
Customization	Any modification, addition, new feature, workflow change, integration, or development work requested by the Licensee beyond the standard out-of-the-box Risper CRM functionality.
Customization Fee	The separately quoted and agreed fee for each approved Customization request, payable in full before development commences.
Minor Customization	Simple configuration changes, label edits, colour adjustments, or basic workflow tweaks that do not require new code development.
Moderate Customization	Feature additions, new modules, custom fields, workflow redesigns, or third-party API integrations requiring development effort.
Major Customization	Complex, bespoke development including industry-specific modules, AI features, multi-system integrations, or full workflow rebuilds.
Development Timeline	The estimated duration for completing a Customization, determined solely by the Licensor's development team after technical assessment.
Upgrade	Any transition by the Licensee from this plan to any other plan offered by the Licensor, including a Lifetime Self-Hosted Plan.
Authorized Users	Employees or authorized personnel of the Licensee permitted to access and use the Software.
Unique License ID	A system-generated identifier uniquely bound to the Licensee's subscription and primary CRM domain.
Primary Domain	The single internet domain to which the Licensee's standalone server instance is bound.
AMC	Annual Maintenance Contract — a separate agreement providing post-warranty bug fixes and updates.
Force Majeure Event	Any event beyond a party's reasonable control including natural disasters, cyberattacks, wars, or infrastructure failures.

 

2.1  Nature of This Plan

2.1.1  The Yearly Standalone Server Plan provides the Licensee with a dedicated server environment hosted within the Licensor's infrastructure, running an exclusive instance of the Risper CRM software configured solely for the Licensee's use. Unlike the standard Yearly Hosted Plan, this plan enables moderate to major customizations to be developed, deployed, and tested within the Licensee's isolated server environment.

2.1.2  Subject to the Licensee's timely payment of all applicable fees and compliance with all terms of this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable right to access and use the Software on the dedicated standalone server for the Licensee's own internal business operations during the Subscription Term.

2.1.3  This Agreement constitutes a license to use the Software and does not constitute a sale. No ownership of the Software, server infrastructure, or any developed customization source code is transferred to the Licensee unless expressly agreed in a separate written instrument signed by both parties.

 

2.2  Key Distinctions from Standard Yearly Hosted Plan

Feature	Standard Yearly Hosted Plan	Yearly Standalone Server Plan
Server Environment	Shared infrastructure	Dedicated isolated server
Minor Customizations	Included (subject to assessment)	Included (subject to assessment)
Moderate Customizations	Not available	Available — separately charged
Major Customizations	Not available	Available — separately charged
Custom Integrations	Not available	Available — separately charged
Migration to Lifetime Plan	Requires server setup first	Seamless — environment ready
Development Flexibility	Limited	Full — dedicated environment
Data Isolation	Shared environment	Fully isolated server

 

2.3  Permitted Use

Under this plan, the Licensee is permitted to:

•       Access and operate the CRM through a secure internet browser on the dedicated standalone server instance;

•       Grant access to Authorized Users up to the number covered by the purchased plan;

•       Request Customizations in accordance with Section 5 of this Agreement;

•       Use the Software's export functions to download data for backup or reporting purposes;

•       Raise support and customization requests through the official portal at https://connect.raimsdigital.com/

 

2.4  Prohibited Use

The Licensee shall not:

•       Reverse-engineer, decompile, or attempt to access the source code of the Software or any customizations developed by the Licensor;

•       Sublicense, resell, or make the Software or customized features available to any third party;

•       Attempt to self-modify the server environment, install unauthorized software, or access the server infrastructure outside of the CRM application layer;

•       Use the dedicated server environment for any purpose other than operating the Licensee's Risper CRM instance;

•       Share or transfer any customization developed under this Agreement to any other entity without prior written consent from the Licensor.

 

3.1  Fee Structure Overview

This plan involves the following distinct, independently payable fee components:

Fee Component	Description	When Payable
Annual Server Fee	Dedicated standalone server setup and yearly hosting within Licensor's infrastructure	Before activation / on renewal
Customization Fee (per request)	Development cost for each approved Moderate or Major customization, quoted per scope	100% upfront before development starts
Minor Customization	Simple configuration adjustments included within plan limits	Included (subject to assessment)
Additional Storage	Storage beyond included 100 GB allocation (AED 500 per additional 100 GB block)	As consumed
Domain Migration Fee	Transfer of license to a new primary domain	Per migration request
AMC (post-warranty)	Annual Maintenance Contract after warranty period expires	Per year, separately quoted
Training (additional)	Supplementary training sessions beyond initial onboarding	Per session, separately quoted

 

3.2  Annual Server Fee & Combined Renewal

3.2.1  The Annual Server Fee covers the provisioning, maintenance, and operation of the Licensee's dedicated standalone server environment within the Licensor's infrastructure for one (12) month Subscription Term. This fee is due and payable in full before the server is provisioned and access is granted.

3.2.2  The standalone server cost and the yearly CRM subscription fee are renewed together as a single combined annual payment on or before the subscription expiry date. Both components must be renewed simultaneously — the server environment and the CRM subscription are not independently renewable under this plan. Failure to renew the combined fee within thirty (30) days of expiry will result in suspension of the server environment and, thereafter, permanent deletion of all data in accordance with Section 13 of this Agreement.

3.2.3  The Licensee acknowledges that the recurring combined renewal cost — covering both the server environment and the CRM subscription — represents a growing annual commitment. The Licensor draws the Licensee's attention to the Lifetime Self-Hosted Plan as a long-term alternative that eliminates recurring server and subscription fees. Details on upgrading are available upon request.

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

 

3.3  Non-Refundable Policy — All Fees

3.3.1  All fees paid under this Agreement — including but not limited to the Annual Server Fee, Customization Fees, training fees, migration fees, and any other charges — are strictly non-refundable once the respective service has been activated, development has commenced, or credentials have been issued, regardless of the circumstances.

3.3.2  This non-refundable policy applies independently to each fee component. The non-recoverability of the Annual Server Fee does not affect or reduce any separately paid Customization Fee, and vice versa. Each payment is treated as a separate, final commercial transaction.

3.3.3  No fee paid under this Agreement shall be credited, offset, or deducted against any future plan, upgrade, or new agreement. This includes, without limitation, the scenario of the Licensee upgrading to a Lifetime Self-Hosted Plan or any other plan — previously paid Annual Server Fees, Customization Fees, and all other charges remain non-transferable and non-creditable in full.

 

3.4  Payment Terms

3.4.1  All payments shall be made in UAE Dirhams (AED) unless otherwise agreed in writing. Payments are accepted via bank transfer, cheque, or any other mutually agreed method. Proof of payment must be submitted to admin@raimsdigital.com.

3.4.2  All fees are exclusive of applicable taxes including VAT, which shall be the sole responsibility of the Licensee.

3.4.3  In the event of overdue payment, the Licensor reserves the right to suspend access to the server environment and all related services without liability until outstanding amounts are settled in full.

 

4.1  Dedicated Server Provisioning

4.1.1  Upon receipt of the full Annual Server 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 Risper CRM configured for the Licensee's domain and Unique License ID.

4.1.2  The server specifications, resources (RAM, CPU, storage), and configuration shall be determined by the Licensor based on the Licensee's operational requirements and the scope of anticipated customizations. Any significant changes to server requirements due to the Licensee's growth or additional customizations may necessitate a server upgrade, which shall be separately quoted and billed.

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

 

4.2  Service Availability & Uptime

4.2.1  The Licensor targets a platform availability of ninety-nine percent (99%) for the standalone 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 where necessary to protect the server's security or integrity.

4.2.3  The Licensor shall not be liable for downtime caused by the Licensee's internet connectivity, third-party integrations, domain expiry, or Force Majeure Events.

 

4.3  Domain Binding & Configuration

4.3.1  Each standalone server instance is permanently bound to one Unique License ID and one Primary Domain as specified on the cover page. The Licensee may not operate the same server instance under multiple domains simultaneously.

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

4.3.3  Domain migration to a new primary domain is permitted subject to written request and payment of the applicable migration fee. During migration, a brief service interruption may occur, and the Licensor will provide advance notice of the expected maintenance window.

 

4.4  Data Storage & Backups

4.4.1  Each standalone server plan includes a fixed storage allocation of one hundred (100) gigabytes (GB), covering all CRM data including records, documents, proposals, invoices, and system files. This storage limit applies per subscription year and does not roll over or accumulate between renewal periods.

4.4.2  Should the Licensee's storage usage approach or exceed the 100 GB allocation, the Licensor will notify the Licensee. Additional storage may be purchased in blocks of one hundred (100) GB at a rate of AED 500 per block per year. Partial blocks are not available; each purchase adds a full 100 GB increment. The Licensee is advised that persistent storage expansion needs, combined with the recurring annual renewal cost of this plan, may make an upgrade to the Lifetime Self-Hosted Plan a more cost-effective long-term solution.

4.4.3  The Licensor maintains system-level backups of the standalone server environment for disaster recovery purposes. These are platform-level backups and are not intended as a substitute for the Licensee's own data export routine. The Licensee is strongly advised to regularly export critical data using the CRM's built-in export features.

4.4.4  The Licensor implements industry-standard security measures including encryption in transit (TLS), encryption at rest, firewall protection, and role-based access controls. Notwithstanding these measures, absolute data security cannot be guaranteed in the context of the evolving global cybersecurity landscape.

 

The Yearly Standalone Server Plan is the only subscription-based plan under which Moderate and Major customizations are available. This section governs the entire lifecycle of any customization request — from submission through delivery — and establishes the rights, responsibilities, and limitations of both parties.

 

5.1  Customization Classification

All customization requests will be evaluated and formally classified by the Licensor's development team as follows:

Category	Examples	Availability	Pricing
Minor	Label edits, colour changes, simple form adjustments, basic workflow reconfigurations	Included within plan limits — subject to Licensor's 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

 

5.2  Customization Request Process

5.2.1  All customization requests must be submitted in writing through the official support portal at https://connect.raimsdigital.com/ The Licensee must provide a clear description of the requested feature or change, including its purpose, expected behaviour, and any reference materials or examples where available.

5.2.2  Upon receipt of a customization request, the Licensor's development team will conduct a technical assessment and respond to the Licensee with: (a) the formal classification of the request (Minor, Moderate, or Major); (b) the quoted Customization Fee for Moderate and Major requests; (c) the estimated Development Timeline; and (d) any technical dependencies or prerequisites. This response will typically be provided within five (5) to seven (7) Business Days of receiving the request, depending on its complexity.

5.2.3  The Licensee's acceptance of the quoted Customization Fee and Development Timeline must be confirmed in writing before any development work is initiated. Verbal agreements or informal approvals shall not constitute acceptance for the purposes of this clause.

 

5.3  Customization Fee — Determination & Authority

5.3.1  The Customization Fee for each Moderate or Major request is determined solely and exclusively by the Licensor's development team, based on their technical assessment of the effort, complexity, technology, and resources required to deliver the requested feature. This determination is final and not subject to negotiation based on the Licensee's budget preferences or comparisons with third-party development rates.

5.3.2  The Licensor's development team is the sole authority on all matters related to Customization pricing. No other representative, reseller, or agent of the Licensor has the authority to quote, commit to, or modify Customization Fee amounts outside of the formal written quotation process described in clause 5.2.2.

5.3.3  The Customization Fee quoted is specific to the scope of the request as described at the time of assessment. Any subsequent changes, additions, or expansions to the original scope requested by the Licensee during or after development will be treated as a new or amended request and will be separately assessed and priced.

5.3.4  In cases where a customization request requires multiple development phases, the Licensor may issue a phased fee structure. Each phase must be fully paid before the next phase of development commences.

 

5.4  Full Payment Before Development Commences — Absolute Condition

5.4.1  Development work on any Moderate or Major customization shall not commence under any circumstances until the full Customization Fee for that request has been received and confirmed by the Licensor. This condition is absolute and applies without exception, regardless of the urgency of the Licensee's business requirement, relationship history, or any prior verbal understanding.

5.4.2  The Licensor will issue a formal payment confirmation to the Licensee upon receipt of the Customization Fee. Development will be scheduled to commence following this confirmation, in accordance with the Development Timeline communicated at the time of quotation.

5.4.3  Where payment is received but the Licensee subsequently requests changes to the agreed scope before development begins, the Licensor reserves the right to re-assess the request and issue a revised quotation. Any difference in the revised fee will be payable before development commences on the revised scope.

5.4.4  In the event that the Licensee cancels a customization request after payment has been received but before development has commenced, the Customization Fee shall remain non-refundable. The Licensor may, at its sole discretion, offer to apply the paid amount as a credit toward a different customization request of equivalent or greater value within the same Subscription Term.

 

5.5  Development Timeline — Determination & Management

5.5.1  The Development Timeline for each customization is determined solely by the Licensor's development team based on their technical assessment of the work involved, current development workload, resource availability, and any external dependencies. The Licensor does not accept externally imposed deadlines as a basis for timeline commitments.

5.5.2  The Development Timeline communicated to the Licensee at the time of quotation represents the Licensor's best estimate based on information available at the time of assessment. This timeline is provided in good faith and the Licensor will make reasonable efforts to deliver within it. However, timelines may be adjusted where: (a) the Licensee requests changes to the agreed scope during development; (b) the Licensee fails to provide required information, approvals, or feedback in a timely manner; (c) technical dependencies outside the Licensor's control cause delays; or (d) unforeseen technical complexity is discovered during development.

5.5.3  The Licensor will communicate any significant timeline adjustments to the Licensee's designated contact promptly upon becoming aware of the need for a change. Timeline delays shall not entitle the Licensee to a refund of any paid Customization Fee or Annual Server Fee, provided the Licensor is making reasonable progress toward delivery.

5.5.4  The Licensee acknowledges that customization development is a technical and creative process that may not always proceed linearly. The Licensor's development team will prioritize quality and stability of the delivered feature over adherence to an arbitrary deadline. The Licensee agrees to maintain reasonable flexibility in expectations regarding delivery timing.

 

5.6  Delivery, Testing & Acceptance

5.6.1  Upon completion of development, the Licensor will deploy the customization to the Licensee's standalone server environment and notify the Licensee for review and user acceptance testing.

5.6.2  The Licensee shall conduct acceptance testing within seven (7) Business Days of the delivery notification. Any issues identified during this period that represent a deviation from the agreed scope must be reported through the support portal within this timeframe.

5.6.3  The Licensor will address any confirmed scope deviations at no additional charge. Requests for additional features or changes beyond the original agreed scope during the acceptance testing period will be treated as new customization requests and assessed separately.

5.6.4  If the Licensee does not raise any formal objection within seven (7) Business Days of the delivery notification, the customization will be deemed accepted.

 

5.7  Intellectual Property of Customizations

5.7.1  All customizations developed by the Licensor — regardless of whether they were requested by the Licensee and paid for in full — remain the sole intellectual property of RAIMS Digital Technologies. Payment of the Customization Fee constitutes payment for the right to use the customized feature within the Licensee's CRM instance under this Agreement, and does not constitute a purchase or transfer of ownership of the underlying code, logic, or design.

5.7.2  The Licensor reserves the right to incorporate ideas, approaches, or solutions developed as part of the Licensee's customizations into the broader Risper CRM platform for the benefit of other clients, provided that no Confidential Data belonging to the Licensee is disclosed in the process.

5.7.3  Upon termination of this Agreement, the Licensee's right to access and use all customizations developed under this Agreement shall cease alongside all other usage rights. Customizations are not portable or transferable to third-party platforms or competing CRM systems.

 

5.8  Customization Continuity on Upgrade or Plan Change

5.8.1  Where the Licensee upgrades from this plan to a Lifetime Self-Hosted Plan or any other plan, the customizations previously developed and deployed on the standalone server environment will be included in the data and system migration to the extent technically feasible, as agreed at the time of migration.

5.8.2  However, the migration of customizations to a new environment may require additional development, testing, and configuration effort, which will be assessed and quoted separately at the time of the upgrade. The prior payment of Customization Fees does not guarantee that all customizations will function identically in a different hosting environment without additional work.

 

6.1  Right to Upgrade — Recommended Path

6.1.1  The Licensee may, at any time during the Subscription Term, request an upgrade from this Yearly Standalone Server Plan to a Lifetime Self-Hosted Plan or any other plan offered by the Licensor at that time. The Licensor welcomes such upgrades and will facilitate the transition in a structured and professional manner.

6.1.2  The Licensor wishes to draw the Licensee's attention to the practical and financial advantages of upgrading to a Lifetime Self-Hosted Plan. Under this Standalone Server Plan, the Licensee incurs a combined annual renewal covering both the server environment and the CRM subscription, along with growing storage costs as data accumulates. The Lifetime Plan replaces this recurring expenditure with a one-time license fee, providing the Licensee with permanent CRM ownership on their own infrastructure and eliminating ongoing hosting and subscription costs. Given the architecture of the standalone server environment, migration to the Lifetime Plan is a well-supported, structured process.

6.1.3  An upgrade request must be submitted in writing to the Licensor. The Licensor will respond with the applicable upgrade fee, migration process, and estimated timeline within five (5) to seven (7) Business Days.

 

6.2  All Previously Paid Fees Are Non-Creditable on Upgrade

6.2.1  The Licensee expressly acknowledges and agrees that all amounts previously paid under this Agreement — including the Annual Server Fee, all Customization Fees, any additional storage charges, migration fees, training fees, and any other amounts whatsoever — are strictly non-creditable, non-refundable, and non-deductible against the cost of any upgrade, new plan, or new agreement.

6.2.2  This policy applies without exception to all of the following scenarios:

•       The Licensee upgrading to a Lifetime Self-Hosted Plan mid-subscription period;

•       The Licensee upgrading to a Lifetime Self-Hosted Plan at the end of a Subscription Term;

•       The Licensee transitioning to any other plan or pricing tier offered by the Licensor;

•       The Licensee requesting a migration to their own hosting infrastructure;

•       Any other plan change or commercial transition initiated by the Licensee.

6.2.3  Each fee component paid under this Agreement represents payment for a specific, independent service rendered during a specific period. The Annual Server Fee covers the cost of provisioning, operating, and maintaining the dedicated server environment during the Subscription Term. The Customization Fees cover the cost of design, development, and deployment of bespoke features. These services have been fully delivered and consumed by the Licensee, and their cost is therefore not recoverable or transferable under any circumstances.

6.2.4  The Licensee shall not assert any claim, set-off, or deduction of previously paid amounts against the cost of any future plan or upgrade. Any such claim shall be considered a material breach of this Agreement.

 

6.3  Upgrade Fees

6.3.1  The cost of any upgrade — including Lifetime Plan fees, migration fees, new server setup fees, and any associated development or configuration work — shall be assessed and quoted by the Licensor at the time of the upgrade request, based on then-current pricing and the scope of work required.

6.3.2  Upgrade fees are payable in accordance with the payment terms communicated at the time of the upgrade quotation. Work on the upgrade shall not commence until the applicable fees are paid in full.

 

7.1  The Yearly 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 and lower-risk compared to migrating from a shared hosting environment.

7.2  The Licensee may request 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.

7.3  The full terms, conditions, process, timeline, 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.

 

7.1  Data Ownership & Isolation

7.1.1  All data entered into the Software by the Licensee or its Authorized Users remains the exclusive property of the Licensee at all times. The dedicated standalone server environment ensures that the Licensee's data is fully isolated from other clients' data within the Licensor's infrastructure.

7.1.2  The Licensor acts as a data processor in respect of any personal data processed through the Software on behalf of the Licensee, who acts as the data controller. Both parties agree to comply with applicable data protection laws including GDPR and UAE PDPL.

 

7.2  Licensor's Confidentiality Obligations

The Licensor undertakes to:

•       Treat all Confidential Data as strictly confidential and access it only to the minimum extent necessary for operating, maintaining, and supporting the server environment;

•       Not use, sell, disclose, or transfer Confidential Data to any third party for any commercial or unauthorized purpose;

•       Implement and maintain reasonable administrative, technical, and organizational security measures to protect Confidential Data.

 

7.3  Licensee's Security Responsibilities

7.3.1  The Licensee is responsible for maintaining the security of all Authorized User credentials, ensuring strong password practices, and promptly reporting any suspected unauthorized access to the Licensor's support portal.

7.3.2  The Licensor shall not be liable for security incidents caused by weak or compromised credentials, phishing attacks, or negligence by the Licensee or its Authorized Users.

 

7.4  Data Export & Deletion on Termination

7.4.1  Upon written request prior to expiry or termination, the Licensor will provide a data export of the Licensee's Confidential Data in a standard machine-readable format within ten (10) Business Days.

7.4.2  Upon termination or expiry, the Licensor will permanently delete all Licensee data from the standalone server environment within a commercially reasonable timeframe, subject to any mandatory regulatory retention obligations.

 

8.1  The Software, including all modules, code, interfaces, customizations, updates, and documentation — whether part of the standard platform or developed specifically for the Licensee — remains the sole and exclusive intellectual property of RAIMS Digital Technologies.

8.2  No source code shall be provided to the Licensee under this plan. The Licensor's development team retains full ownership of all code written during customization development.

8.3  Any feedback or improvement suggestions provided by the Licensee may be freely used by the Licensor without obligation or compensation to the Licensee.

 

9.1  Support Channels

9.1.1  All support and customization requests must be submitted through the official portal: https://connect.raimsdigital.com/ The Licensee shall designate one Single Point of Contact (SPOC) authorized to communicate on all technical, operational, and contractual matters.

9.1.2  Sensitive communications including server credentials, administrator access, and configuration details must be handled exclusively through the designated SPOC to maintain security and accountability.

 

9.2  Support Hours & Response Times

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

 

Business Hours: 09:00 AM – 6:00 PM, Monday to Friday (UAE time). Online meetings require 24 hours advance notice; in-person meetings require 3 working days advance notice.

 

9.3  Training

9.3.1  Initial onboarding and system training will be provided following server activation. Additional training on newly delivered customizations will be arranged following each feature delivery. Further training sessions beyond those included are available at standard rates.

 

10.1  A twelve (12) month warranty covering bugs and errors in the original Risper CRM functionality applies from the Subscription Start Date. During this period, confirmed software defects in standard functionality will be rectified at no additional charge.

10.2  Customizations delivered under this Agreement carry a ninety (90) day post-delivery warranty covering defects that represent a direct deviation from the agreed scope. Issues arising from subsequent changes to the server environment, third-party integrations, or scope modifications are not covered under this warranty.

10.3  Following the expiry of the standard warranty period, continued bug fix and update coverage requires an active Annual Maintenance Contract (AMC). Without an AMC, fixes are provided as separately quoted engagements.

10.4  The warranty does not cover issues caused by the Licensee's misuse, unauthorized modifications, hardware failures, domain expiry, or third-party software conflicts.

 

11.1  The Licensor's total aggregate liability under this Agreement shall not exceed the total fees paid by the Licensee during the twelve (12) month period immediately preceding the event giving rise to the claim.

11.2  In no event shall the Licensor be liable for indirect, incidental, consequential, or punitive damages including loss of revenue, business opportunity, data, or goodwill.

11.3  The Licensor shall not be liable for delays in customization delivery where such delays arise from incomplete information provided by the Licensee, scope changes, or circumstances outside the Licensor's reasonable control.

 

12.1  Renewal

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

12.1.2  Any customizations previously developed and deployed on the server will also be permanently deleted upon expiry and cannot be restored without re-development, which will be assessed and quoted as a new engagement.

 

12.2  Termination for Cause

12.2.1  Either party may terminate this Agreement by written notice where the other party commits a material breach and fails to remedy it within fifteen (15) calendar days of receiving written notice.

12.2.2  The Licensor may terminate immediately where the Licensee uses the Software for illegal purposes, attempts unauthorized access to the server infrastructure, or engages in redistribution of the Software or customizations.

 

12.3  Effect of Termination

Upon termination or expiry:

•       All access rights to the Software, server environment, and customizations cease immediately;

•       All Licensee data will be permanently deleted from the server following the applicable retention period;

•       All outstanding fees become immediately payable;

•       No refund shall be issued for any unused portion of the subscription or any paid Customization Fees.

 

Risper CRM is accessed through the Licensee's internet browser. Like all web-based applications, its performance on any device is influenced by the condition of the browser environment. This section provides guidance on the Licensee's role in maintaining that environment.

 

13.1  Understanding Browser Cache

13.1.1  Browsers accumulate temporary data — including website files, cookies, session information, and browsing history — from all web activity on a device. This is standard browser behaviour. Over time, this accumulated data can affect how web-based applications load and display, including Risper CRM.

13.1.2  When cached data becomes outdated or excessive, the Licensee may observe symptoms such as pages not displaying correctly, interface elements appearing outdated after a system update, login sessions expiring unexpectedly, or data not refreshing as expected. These are recognised browser-side conditions and are not indicative of a defect in the CRM platform.

13.1.3  The Licensor notes, in the interest of transparency, that browser cache accumulates from the totality of a browser's use — not solely from CRM activity. A browser used actively for daily business tasks will accumulate cache more rapidly, and periodic clearing is considered standard maintenance practice for any professional using web-based tools.

 

13.2  Recommended Maintenance Practices

13.2.1  The Licensor recommends that all Authorized Users clear their browser cache at a minimum frequency of once per week, and immediately following any CRM update communication. Cache may be cleared through the browser's built-in settings or through reputable maintenance tools. Where such tools are used, the Licensee is advised to ensure the process completes fully, as an incomplete clearing may not fully resolve browser-side conditions.

13.2.2  When the support team assists with a reported CRM issue, confirming that browser cache has been cleared is a standard first step in the diagnostic process. The Licensee's cooperation in completing this step thoroughly, before escalating any concern, will in most cases lead to a faster resolution.

 

13.3  Support & Troubleshooting

13.3.1  For efficient resolution of any display, performance, or access issue, the Licensor kindly requests that the Licensee: (a) fully clear browser cache and cookies; (b) close and reopen the browser; (c) attempt to reproduce the issue; and (d) raise a formal support ticket only if the issue persists. The Licensor's support team is available to guide users through the cache-clearing process if required.

 

The Licensor is fully committed to client success and provides training, ongoing support, platform updates, and a dedicated development team to ensure a positive experience. This section clarifies the responsibilities of both parties to maintain a fair and professional working relationship.

 

14.1  Refund Eligibility

14.1.1  As stated in Section 3.3, all fees are non-refundable once the respective service has been activated or development has commenced. A refund request will be considered valid only where a reproducible, documented software defect has been formally reported and the Licensor has been unable to resolve it within a reasonable timeframe.

14.1.2  The following do not qualify as grounds for a refund: internal staff resistance or non-adoption; low or no usage following activation; dissatisfaction where no technical defect exists; or the Licensee's decision to discontinue use for business reasons unrelated to software or server performance.

14.1.3  Where a refund request is received, the Licensor will review system access logs, usage records, and support history as part of a standard objective assessment.

 

14.2  Staff Adoption Responsibility

14.2.1  The Licensor understands that adopting a new system requires an adjustment period. Onboarding training, customization training, user guides, and helpdesk support are all provided to facilitate this. The Licensor encourages the Licensee to make full use of these resources, and additional training can be arranged at standard rates.

14.2.2  Internal adoption and daily use of the CRM remains the Licensee's organizational responsibility. Business outcomes, team engagement, and internal change management are within the Licensee's scope and do not affect the finality of fees paid.

 

14.3  Raising Concerns & Disputes

14.3.1  The Licensor welcomes genuine feedback and concerns through the official support portal. Where a concern cannot be resolved through support, both parties agree to follow the formal dispute resolution process outlined in Section 16, beginning with a good-faith negotiation period. All communications are expected to remain professional and respectful throughout.

14.3.2  The Licensor maintains server-side logs of system availability, user activity, customization delivery records, and support interactions. These records serve as an objective reference in any dispute and will be made available to a recognized arbitration body upon request.

 

15.1  Force Majeure  Neither party shall be liable for any failure or delay caused by a Force Majeure Event, provided prompt notice is given and reasonable mitigation steps are taken. If a Force Majeure Event persists beyond sixty (60) days, either party may terminate this Agreement by thirty (30) days written notice without liability, save that no fees already paid shall be refundable.

15.2  Amendments  Any changes to this Agreement require written consent from both parties. The Licensor may update standard operating policies with thirty (30) days written notice.

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

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

15.5  Assignment  The Licensee may not assign or transfer this Agreement without prior written consent from the Licensor. The Licensor may assign this Agreement in connection with a merger, acquisition, or asset sale, subject to written notice to the Licensee.

15.6  Entire Agreement  This Agreement constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, and understandings.

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

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

 

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 arising under this Agreement, 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. Either party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.