FOURI – Terms and Conditions

1. Definitions

1.1 Agreement: These Terms and Conditions, together with the terms of any applicable Development Proposal and Cost Specification Documents.

1.2 Client: The organization or individual purchasing services from FOURI.

1.3 Intellectual Property Rights: All copyrights and other intellectual property rights, in any form or medium, whether registered or unregistered, including but not limited to patents, trademarks, service marks, trade names, registered designs, applications for the protection or registration of such rights, and all renewals and extensions thereof worldwide.

1.4 Requirements, Specifications or Analysis: Any or all of the following documents: the Development Request, Requirements Costing Documents, Statement of Work, quotation, or other similar documents provided to the Client describing the services to be delivered by FOURI.

1.5 Acceptance Date: The date on which the Software is accepted by the Client.

1.6 Acceptance Tests: The tests specified in the Analysis and/or any other tests agreed upon in writing between the Client and FOURI to verify that the Software operates in accordance with the functional requirements set out in the Specifications.

1.7 Additional Services: Any additional services requested by the Client and provided by FOURI, as specified in the Specifications.

1.8 Annual Support Fee: A fee subject to a separate commercial quotation, charged for the provision of optional support services to the Client by FOURI.

1.9 Change Request: A documented request to modify the Specifications, Requirements, Software, Project Plan, or any other Deliverables submitted by either the Client or FOURI.

1.10 Confidential Information: Includes, but is not limited to, all information that is not publicly known concerning either party's business, finances, technology, trade secrets, and any other sensitive information, regardless of its nature.

1.11 Deliverables: The Software, documentation, and services to be provided by FOURI to the Client under this Agreement, as specified in the Specifications.

1.12 Project Plan: The agreed schedule and sequence of activities to be carried out by the Client and FOURI under this Agreement, as specified in the Specifications.

1.13 Live Operational Use: The use of the Software for the purposes of the Client's business operations.

1.14 Misuse: Using the Software in a manner inconsistent with its intended use under the Specifications.

1.15 Payment Schedule: The payment schedule set out in the quotation and official project documents.

1.16 Planned Acceptance Date: The date specified in the Project Plan on which the Software is expected to be accepted by the Client under this Agreement.

1.17 Price: The fixed total price for delivering the Requirements, as specified in the Analysis.

1.18 Project: The development, delivery, and testing of the Software and any other Deliverables specified in the relevant documentation.

1.19 Rates: The rates set out in the Analysis.

1.20 Software: The source code, code files, scripts, and installation programs developed or customized by FOURI for the Client, as specified in the Analysis, including any enhancements and modifications implemented.

1.21 Specified Equipment: The computers and other computing devices, including operating systems, on which the Software is intended to operate, as specified in the Analysis.

1.22 Business Hours: 9:00 AM to 4:00 PM, Saudi Arabia Standard Time, Sunday through Thursday, excluding public holidays.

1.23 System: The specified Software.

1.24 Warranty Period: A period of three calendar months commencing immediately after the Acceptance Date.

2. Overview

2.1 These Terms and Conditions apply to all contracts under which FOURI supplies services to the Client.

2.2 Before commencing the Services, FOURI shall provide the Client with an Analysis and a quotation specifying the Services to be performed and the applicable fees. The Client shall promptly notify FOURI if it disagrees with the contents of the Analysis or the quoted costs. All Analysis documents and quotations are subject to these Terms and Conditions.

2.3 FOURI shall use all reasonable efforts to complete the Services within the estimated timeframes. However, time shall not be of the essence in the performance of any Services.

3. The Project

3.1 FOURI shall provide the Client with the Software for the purpose of implementing the Software and other Deliverables detailed in the quotation, in accordance with the terms and conditions of this Agreement.

3.2 FOURI shall provide the relevant Deliverables upon the Client's request, provided that FOURI has received full payment for the Deliverable or the relevant portion thereof.

3.3 Unless expressly specified in the Technical Analysis, FOURI shall not be responsible for any other services, including but not limited to hardware or software installation, system commissioning, data migration, data import, or training.

3.4 For the avoidance of doubt, FOURI shall under no circumstances be responsible for backing up or archiving the Software or any data used by the Software on the Client's computer equipment or on any digital hosting service designated by the Client.

4. Client Obligations

The Client shall:

4.1.1 Provide FOURI, free of charge, with the facilities and computing resources reasonably necessary for FOURI to perform its obligations under this Agreement, including but not limited to unrestricted access to the Specified Equipment, including remote access where required, as well as electricity, computer resources, consumables, and administrative and office resources.

4.1.2 Make appropriately qualified personnel available as required by FOURI and ensure that its employees and other independent contractors reasonably cooperate with FOURI and its personnel in carrying out the Project.

4.1.3 Provide FOURI with any information and documentation reasonably requested for the proper performance of its obligations under this Agreement.

4.1.4 Ensure that its designated representative is available as reasonably required by FOURI.

4.1.5 Use its best efforts to cooperate with and assist FOURI to the extent reasonably required for FOURI to perform its obligations under this Agreement.

4.2 FOURI reserves the right to initiate a Change Request if the Project is delayed due to the Client's failure to fulfil its obligations under this Agreement, actions or omissions by the Client's employees, agents, or third-party suppliers, or circumstances beyond FOURI's reasonable control.

4.3 The Client acknowledges that computer software may inherently contain occasional defects, errors, or difficulties. Provided that the Software has been properly developed and supported, the Client shall accept the Deliverables under this Agreement and shall not unreasonably withhold acceptance due to minor software errors.

4.4 The Client acknowledges that the timely acceptance of Deliverables supplied by FOURI or by a third party engaged by FOURI is particularly important to FOURI's ability to comply with the agreed Project Plan. The Client accepts full responsibility for delays in accepting Deliverables.

5. Change Control

5.1 If either party identifies a need to change the Specifications, Software, or Project Plan, it shall submit a Change Request to the other party detailing the proposed changes.

Where the Change Request is submitted by FOURI, it shall specify the impact of the proposed change on the Specifications, Project Plan, and Price.

Where the Change Request is submitted by the Client, receipt of the request by FOURI shall constitute a request for FOURI to provide written details of the resulting changes to the Technical Analysis, Project Plan, and Price.

FOURI shall use reasonable efforts to provide the necessary details within ten business days of receiving the Change Request, or within another period agreed upon by the parties.

5.2 Where a change affects the Price, the rates specified in the Technical Analysis shall form the basis for calculating the additional costs associated with the Change Request. The parties shall then decide whether to proceed with the proposed change.

5.3 If FOURI determines, at its sole discretion, that reviewing and estimating a Client-initiated Change Request requires more than one working hour, FOURI reserves the right to issue a quotation for the investigation work and obtain the Client's approval before commencing that work.

5.4 FOURI shall not implement any changes to the Software specified in a Change Request unless the request has been agreed upon in writing by both parties or through FOURI's electronic change management system.

5.5 Once a Change Request has been agreed upon in writing by both parties, the agreed change shall form part of the Specifications, Software, Project Plan, and Price for the purposes of this Agreement.

6. Acceptance Testing

6.1 The Client shall be solely responsible for conducting the Acceptance Tests.

6.2 The Client shall accept the Software once it has passed the Acceptance Tests and shall sign FOURI's Acceptance Certificate.

The Client shall sign and return the Acceptance Certificate within seven (7) business days of receiving it. If this period expires without the Client submitting a reasoned written objection or returning the signed certificate, the Software or System shall be deemed finally and conclusively accepted by the Client, and the work shall be considered completed and compliant with the agreed requirements.

6.3 If the Software fails the Acceptance Tests, the tests shall be repeated after FOURI issues a corrected version of the Software, until the Software passes the Acceptance Tests.

6.4 If the Client, any of its agents or contractors, or any customers under its authority commences Live Operational Use of all or any part of the Software, the Client shall be deemed to have accepted the entire Software.

6.5 If the Client distributes all or any part of the Software for commercial use by any of its employees, agents, contractors, or customers, the Client shall be deemed to have accepted the entire Software.

6.6 If, one month after delivery of the Software, the Client has not reported any unresolved errors to FOURI that demonstrate that the Software fails the Acceptance Tests, the Client shall be deemed to have accepted the entire Software.

6.7 The Client shall be responsible for preparing appropriate Acceptance Test scripts that accurately reflect the Specifications and for providing suitable test data. The scripts and test data must be made available to FOURI at least one month before the planned commencement date of the Acceptance Tests, as specified in the Project Plan.

7. Representatives and Progress Meetings

7.1 Upon signing this Agreement, each party shall appoint a representative in writing to act on its behalf for the purposes of this Agreement. Each representative shall be responsible for providing any information reasonably requested by the other party to fulfil its obligations under this Agreement.

7.2 The parties shall arrange for their representatives to meet in person or by conference call, as agreed, at least once a month, or as otherwise agreed, between the date of this Agreement and the Planned Acceptance Date, to discuss and review Project progress.

7.3 FOURI's representative shall maintain a record of issues, risks, and actions affecting the Project. The Client's representative shall exercise due diligence and cooperate with FOURI's representative to mitigate risks, resolve issues, and complete agreed actions in a timely manner.

8. Support

8.1 Upon payment of the Annual Support Fee, FOURI shall provide the following support services for a period of one year commencing on the Support Start Date. The support service may be renewed annually thereafter.

8.1.1 Help Desk: FOURI shall provide reasonable help desk assistance relating to the installation and use of the Software and the identification and diagnosis of errors. FOURI shall use reasonable efforts to resolve support queries submitted by the Client.

8.1.2 Bug Fixes: FOURI shall correct critical errors or assist in overcoming specific software problems. At its sole discretion, FOURI may correct errors by providing a patch or releasing a new version of the Software.

8.2 The Client shall submit a detailed description of any error requiring support, together with the circumstances in which it occurred, in writing or through FOURI's ticketing system. The Client shall provide sufficient materials and information as requested by FOURI, including screenshots and log files, to enable FOURI's support personnel to reproduce the issue. The Client shall also provide FOURI with sufficient access to its systems to diagnose the error.

8.3 The response time specified under Clause 8.4 shall commence once the Client has provided FOURI with all materials and information requested in relation to the reported error.

8.4 FOURI shall use commercially reasonable efforts to contact the Client by telephone, email, fax, or other communication methods within the following target response times for errors reported during the designated support hours.

For the purposes of this Agreement, a "response" means FOURI's acknowledgement of the reported error and does not necessarily mean that a resolution will have been reached.

Priority	Description	Target Response Time
System Downtime	Multiple users are unable to access the System to perform normal business operations.	2 business hours
System Malfunction	The System remains operational, but certain functions are disabled.	4 business hours
Process Execution Issue	The System operates poorly or slowly, or fails to generate printouts, while its core functionality remains operational.	24 business hours
Data Issues	The System operates normally, but certain data items are incorrect, or an individual user is unable to access the System, and similar issues.	2–5 business days

8.5 FOURI shall respond to calls and progress-check calls concerning error resolution during standard business hours.

8.6 Where possible, FOURI's response to an error report shall include an estimate of the time required to resolve the issue. FOURI shall keep the Client informed of progress. For critical issues classified as Priorities 1 and 2, updates shall be provided at intervals not exceeding two hours.

8.7 All support shall be provided electronically or through other remote communication methods. On-site support is not included under this Agreement.

8.8 FOURI shall not be obligated to provide support for the following:

8.8.1 Problems arising from modifications or customizations to the Software that have not been authorized in writing by FOURI. For the avoidance of doubt, such modifications include, but are not limited to, changes to the logical or physical database schema, changes to computer hardware configurations, and manual modifications to data within the database.

8.8.2 Any software other than the Software supplied by FOURI.

8.8.3 Improper or unauthorized use of the Software, misuse of the Software, or operator error.

8.8.4 Any fault in the Specified Equipment or any other computer or network.

8.8.5 Any software or programs used in conjunction with the Software that were not supplied by FOURI.

8.8.6 Use of Software components in any configuration other than those specified in the usage instructions or training materials provided by FOURI.

8.8.7 Use of the Software with computers, operating systems, or supporting software other than the Specified Equipment.

8.8.8 The Client's failure to install and use any new version of the Software within thirty (30) days of receiving it from FOURI.

8.9 Any time spent by FOURI investigating an error arising from the circumstances described in Clause 8.8 shall be chargeable at FOURI's then-current rates. FOURI shall invoice such charges, which shall be payable within thirty (30) days of the invoice date.

8.10 FOURI reserves the right to discontinue support and maintenance for any previous version of the Software if a replacement version is available to the Client.

8.11 FOURI shall not be obligated to make modifications or provide support in relation to the Client's computer equipment, operating system software, third-party software, or any external data or datasets.

8.12 The Client shall:

8.12.1 Operate the Software and maintain the data and database in accordance with all instructions issued by FOURI.

8.12.2 Provide access to its premises and/or systems whenever necessary to enable FOURI to provide support.

8.12.3 Make the equipment accessible to FOURI's support personnel and, where applicable, provide login credentials and passwords with the appropriate access permissions required by FOURI's support personnel.

8.12.4 Permit FOURI to install the current version of the Software from time to time when upgrades or fixes are released.

8.12.5 Notify FOURI of any intended changes to hardware, operating systems, or data feeds. If any such change materially affects the Software, FOURI reserves the right to increase its fees.

8.13 The Client shall pay the Annual Support Fee on or before the Support Start Date. Support Services shall not be provided until the Annual Support Fee has been paid in full.

8.14 The Client shall renew support annually by paying the Annual Support Fee on or before each anniversary of the Support Start Date, unless the Client gives FOURI ninety (90) days' written notice of its intention not to renew.

8.15 The Client may cancel the Support Service at any time during the support year. However, no refund of the Annual Support Fee, or any portion thereof, shall be payable to the Client.

8.16 FOURI reserves the right to increase the Annual Support Fee for any annual renewal by giving the Client at least one hundred and twenty (120) days' written notice before the relevant renewal date.

9. Warranties

9.1 FOURI warrants that the Software will substantially perform the required functions in accordance with the Specifications when operated on the Specified Equipment, excluding minor interruptions and errors.

9.2 FOURI shall not be liable under Clause 9.1 where any failure to comply with the warranties results from:

Computer hardware or software other than the Software supplied by FOURI.
Modifications or customizations made to the Software by the Client or its representatives without FOURI's authorization.
Misuse of the Software.
Force majeure.

9.3 If FOURI receives written notice from the Client identifying a breach of the warranties under Clause 9.1, or otherwise becomes aware of such non-compliance, FOURI shall promptly remedy the breach or failure at its own expense, provided that FOURI shall have no liability or obligation under these warranties unless written notice of the defect or error is received during the Warranty Period.

10. Intellectual Property

10.1 All work resulting from the services provided by Fouri Information Technology Solutions Company (FOURI), including analysis, design, implementation, configuration, customization, software development, software modules, application programming interfaces (APIs), integrations, source code, supporting software, technical documentation, and any other outputs developed or created by FOURI, shall remain the exclusive intellectual property of FOURI unless the parties agree otherwise in writing.

10.2 Delivery or operation of the System, or payment of the applicable fees, shall not transfer ownership of any intellectual property rights in FOURI's work. The Client is granted the right to use the Deliverables solely for the purpose for which they were created and in accordance with this Agreement. The Client shall not copy, modify, resell, license, or otherwise exploit the Deliverables outside the scope of this Agreement without FOURI's prior written consent.

10.3 FOURI retains the right to use its technical expertise, software tools, libraries, templates, and generic code developed before or during the Project in other projects, provided that such use does not disclose the Client's data or Confidential Information.

12. Fees and Expenses

12.1 In consideration of FOURI's performance of the Project, the Client shall pay FOURI the Price invoiced in accordance with the rates and terms specified in the quotation and Analysis, subject to Clause 13.

12.2 For any Additional Services, the Client shall pay the amounts invoiced by FOURI in accordance with the rates specified in the quotation and Analysis.

13. Payment Terms

13.1 All amounts due from the Client to FOURI shall be paid within thirty (30) days of receipt of an invoice from FOURI. All payments under this Agreement shall be made in Saudi Riyals (SAR). The applicable VAT treatment shall be determined in accordance with the agreed commercial terms and applicable law.

13.2 From the beginning of each year following the Acceptance Date, FOURI may, at its discretion, increase the prices applicable during the preceding year.

13.3 All monetary amounts specified in this Agreement are exclusive of Value Added Tax (VAT), which shall be payable by the Client at the legally applicable rate and in accordance with applicable law, against the issuance of a valid tax invoice.

14. Liability and Insurance

14.1 No specific provision under this clause was included in the supplied Arabic text.

14.2 FOURI shall under no circumstances be liable for any damages arising from the loss of or damage to data or information, loss of goods, loss of use, loss of profits, loss of business, loss of anticipated savings, loss of goodwill, or similar losses, nor for any indirect or consequential damages arising from any act or omission by FOURI, whether such damages were reasonably foreseeable or actually anticipated.

14.3 FOURI shall under no circumstances be liable for any damages resulting from the Client's misuse of the Software.

14.4 Except as provided above in cases of force majeure involving physical property, FOURI's maximum liability to the Client under this Agreement or otherwise, whether in the form of additional repair service costs or otherwise, shall be limited to direct costs and damages only, subject to the following limitation:

An amount equivalent to the Price paid to FOURI for the products or services giving rise to the Client's claim, plus compensation capped at twenty-five percent (25%) of that amount for any additional costs reasonably and necessarily incurred directly by the Client in obtaining replacement products and/or services.

14.5 The parties acknowledge and agree that the limitations contained in this Clause 14 are reasonable in light of all the circumstances.

14.6 The Client's statutory rights as a consumer, where applicable, shall remain unaffected. All liabilities not expressly assumed under this Agreement are excluded. These limitations apply regardless of the form of action, whether under statute, contract, tort (including negligence), or any other legal basis.

15. Termination

15.1 This Agreement shall remain in force until completion of the Project, unless either party gives the other at least ninety (90) days' prior written notice of termination, or the Agreement is terminated in accordance with Clause 15 or any other provision of this Agreement.

15.2 Either party may terminate this Agreement by written notice to the other party in any of the following circumstances:

If the other party breaches any material obligation under this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice specifying the nature of the breach and requiring its remedy.
If a judgment, decision, or legal proceeding is issued against the other party resulting in its liquidation, bankruptcy, dissolution, winding-up, administrative liquidation, receivership, or the appointment of a liquidator, bankruptcy trustee, or receiver over its assets or a substantial part thereof.
If the other party enters into any composition or arrangement with its creditors due to financial distress or ceases to meet its financial obligations as they fall due.
If the other party ceases to carry on business, announces its intention to cease business, or becomes unable to pay its debts when due.
If the Client delays payment of any amount due under this Agreement beyond the applicable payment period, FOURI shall have the right to suspend the Services or terminate the Agreement without liability, subject to the applicable contractual and legal requirements.

15.3 Termination of this Agreement shall not prejudice either party's right to claim compensation or enforce any rights or obligations accrued before the date of termination.

15.4 Upon termination of this Agreement, FOURI shall return to the Client any materials, documents, and Confidential Information belonging to the Client, including all copies or portions thereof. At the Client's request, FOURI shall destroy such materials and provide written confirmation that the destruction has been completed.

15.5 Termination of any licence or of this Agreement, for any reason, shall not affect any rights or liabilities accrued by either party, nor shall it affect any provision intended expressly or by implication to come into force or remain in effect after termination.

15.6 If this Agreement is terminated for any reason before completion of the Project, FOURI shall be entitled to calculate the value of the work performed up to the termination date based on the actual percentage of Project completion in comparison with the approved work plan or Project scope.

The Client shall pay all outstanding amounts for completed work within fifteen (15) days of the issuance of the relevant payment claim.

FOURI may substantiate the percentage of completion through technical reports, work records, completed milestones, prototypes, developed systems or functions, or any other technical documents or evidence it considers appropriate. FOURI shall not be required to deliver or disclose source code or any intellectual property rights before all outstanding amounts have been paid in full.

16. Confidentiality

16.1 During the term of this Agreement and after its termination, each party shall treat the other party's Confidential Information as confidential. Neither party shall, except as necessary for the proper performance of the Services, use or disclose to any person, company, or entity any Confidential Information relating to the other party, its customers, or its suppliers, or permit such information to be used or disclosed without authorization.

16.2 Clause 16.1 shall not apply to disclosures of Confidential Information to:

Employees of either party, strictly to the extent that such employees need to know the relevant information.
Either party's auditors, security personnel, a competent court, a government authority, or any other person or entity legally entitled or required to know the other party's business information, strictly to the extent of that entitlement or obligation.

16.3 Each party shall promptly notify the other if it becomes aware of any breach of confidentiality by any person to whom all or any part of the Confidential Information has been disclosed. Each party shall provide the other with reasonable assistance in any proceedings that the other party may bring against that person for breach of confidence.

16.4 The provisions of this Clause shall survive termination of this Agreement. However, the restrictions under Clause 16.1 shall cease to apply to information that enters the public domain other than through unauthorized disclosure.

16.5 Nothing in this Clause 16 shall prevent FOURI from exploiting any inventions or software developed during the term of this Agreement, subject to the confidentiality and intellectual property provisions set out herein.

18. Data Protection

18.1 The parties undertake to comply with the applicable data protection laws and regulations of the Kingdom of Saudi Arabia and any related legislation, insofar as such laws and regulations apply to their obligations under this Agreement.

18.2 The Client shall be solely responsible for ensuring that the Software is not used in any manner that violates applicable data protection legislation. For the avoidance of doubt, FOURI shall not accept liability for any such violation or alleged violation, subject to applicable law.

24. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from circumstances beyond its reasonable control, including but not limited to war, riots, malicious acts, fire, government decisions, failure of public electricity supplies, strikes, or lockouts, whether or not the affected party considers the resolution of the matter to be within its discretion.

25. Notices

25.1 All notices under this Agreement shall be in writing.

25.2 Notices, correspondence, and approvals exchanged between the parties shall be considered valid and legally effective in the following circumstances:

Email: When sent to the email address officially designated by either party, and deemed received on the date of sending unless the sender receives an electronic notification that delivery has failed.
Approved Electronic Communication Channels: When sent through electronic communication methods approved by the parties, including social media platforms, approved systems, or telephone numbers.

26. Schedules

The provisions of the Schedules to this Agreement shall form an integral part of this Agreement as if fully set out herein.

29. Waiver

No delay, failure, or indulgence by either party in exercising any right, power, claim, or remedy available to it under this Agreement shall constitute a waiver of that right, power, claim, or remedy, nor shall it prejudice any other right arising under this Agreement or applicable law.

The exercise of any right, power, or remedy once or in part shall not prevent or restrict its further exercise or the exercise of any other right, power, or remedy. All rights, powers, and remedies under this Agreement or applicable law shall be cumulative and non-exclusive and shall not exclude any other rights or remedies available under applicable law.

33. Governing Language

This Agreement has been drafted in Arabic, which shall be the official and governing language for the interpretation and implementation of all its terms and provisions.

If this Agreement is translated into any other language, or if any conflict, discrepancy, or difference in interpretation or meaning arises between the Arabic text and any translation, the Arabic text shall prevail and shall be the sole authoritative version.

37. Dispute Resolution

37.1 For the purposes of this Clause 37, a dispute shall be deemed to have arisen when either party issues written notice specifying the nature of the dispute.

37.2 Any dispute arising between the parties in connection with this Agreement shall be resolved in accordance with the procedure set out below.

37.3 The parties' representatives shall meet within seven (7) days of the dispute notice to attempt to resolve the dispute by mutual agreement.

37.4 If the representatives fail to reach a mutual agreement, a manager or partner from each party shall meet within the following seven (7) days to attempt to resolve the dispute by mutual agreement.

37.5 If the dispute remains unresolved and is technical in nature, relating to the Software's functions, capabilities, or any similar or related technical matter, it shall be referred for final determination to an expert jointly nominated by the parties. The expert's decision shall be final and binding on both parties, except in the case of a clerical or manifest error. The expert's fees shall be shared equally by the parties unless the expert determines that the conduct of either party warrants that party bearing all such fees.

37.6 In all other cases, if the dispute remains unresolved, it shall be referred to the competent court in Dammam, and the parties shall submit to the exclusive jurisdiction of that court for such purposes.