Amarnex SaaS Subscription Terms and Conditions

The agreement is between the Amarnex legal entity named in the order and the customer entity accepting it. It becomes effective on the date stated in the signed order. The legal names, commercial registration numbers, registered addresses, tax details, authorized signatories, and notice contacts must appear in the executed documents.

Amarnex will provide the modules, users, environments, storage or usage allowances, countries, languages, integrations, support tier, and professional services listed in the order. Website descriptions and demonstrations illustrate potential capabilities and do not expand the purchased scope. Features may require configuration, customer data, third-party accounts, local validation, or separate fees.

The implementation plan should identify milestones, dependencies, acceptance criteria, data migration, configuration, training, integrations, owners, and target dates. Amarnex performs the tasks assigned to it; the customer provides timely access, decisions, lawful data, qualified personnel, third-party credentials, test resources, and approvals. Delays caused by an unmet dependency may adjust the schedule and charges through an agreed change process.

Deliverables are accepted according to the criteria and review period in the statement of work. The customer must identify reproducible material non-conformities within that period. Amarnex will use reasonable efforts to correct validated issues. Use in production, written approval, or expiry of the agreed review period without a valid rejection may constitute acceptance if expressly stated in the order.

The initial term, start date, renewal period, and notice deadline are specified in the order. Automatic renewal applies only when the signed document clearly states it and applicable law permits it. Renewal pricing and any indexation or notice requirement must be disclosed before execution.

The customer pays the fees, currency, schedule, and payment method in the order. The agreement must state whether fees are prepaid, usage-based, milestone-based, or recurring; when invoices are due; and how disputed amounts are handled. Undisputed late amounts may incur only the remedies allowed by the contract and applicable law. Purchase-order procedures do not override signed payment obligations unless agreed.

Fees exclude VAT and similar transaction taxes unless stated otherwise. The customer pays applicable taxes properly invoiced, except taxes based on Amarnex’s net income. Each party supplies documentation reasonably needed for withholding, tax invoices, or exemptions. Saudi e-invoicing and tax requirements apply where relevant.

The customer controls its authorized users and administrators and is responsible for access approval, role design, offboarding, credential security, and user compliance. Accounts may not be shared or transferred outside the permitted organization. Usage above contracted limits may require an upgrade or additional fees after notice.

Customer data remains owned and controlled by the customer, subject to the rights of individuals. The customer grants Amarnex the limited rights needed to host, process, transmit, secure, back up, and support the data for the service. Amarnex does not sell customer data or permit unauthorized access. Processing details, security measures, subprocessors, transfers, return, retention, and deletion are governed by the Privacy Policy and Data Processing Agreement.

Each recipient protects confidential information with at least reasonable care and uses it only to perform the agreement. Access is limited to personnel and advisers with a need to know and confidentiality duties. Standard exclusions apply for lawful public availability, prior knowledge, independent development, and proper third-party receipt. Compelled disclosure is limited and notified when legally allowed. Trade-secret obligations continue while the information remains protected by law.

Amarnex maintains technical and organizational safeguards appropriate to the contracted service and risk. The customer securely configures its environment and endpoints. Each party promptly communicates relevant security concerns. Incident notification timing, contacts, cooperation, forensic information, remediation, and regulatory responsibilities should be stated in the Data Processing Agreement and security schedule.

Third-party products are governed by their providers. The customer maintains required licenses and permissions and authorizes configured data flows. Amarnex is not responsible for a third party’s independent outage, change, suspension, or data practices, but will perform its expressly agreed connector responsibilities. Connector availability, supported regions, direction, limits, and fees must be listed in the order or implementation design.

Where purchased, AI-assisted functions may support classification, summarization, recommendations, communications, evaluation, or automation. The customer establishes approval controls and human review appropriate to risk. Outputs do not constitute legal, financial, valuation, engineering, or regulatory advice and do not guarantee business results. The order or product documentation must identify included functions and any material use restrictions.

The customer is responsible for lawful campaigns, recipient consent and preferences, sender identity, permitted contact times, message templates, call-recording notices, suppression lists, and industry rules. Amarnex provides only the contracted tooling and does not determine whether a particular communication is lawful for the customer’s purpose or market.

Amarnex retains rights in the service and related technology. During the paid term, the customer receives a limited, non-exclusive, non-transferable right for authorized users to use the purchased service for internal business purposes. Customer-specific deliverables, configurations, templates, and pre-existing materials must be allocated in the statement of work. Neither party may use the other’s trademarks or publicize the relationship without written permission.

Amarnex should warrant that the paid service will materially conform to current documentation and that professional services will be performed with reasonable skill and care. The customer’s exclusive remedies may include re-performance, correction, service credit, or termination of the affected service if a material breach cannot be cured, as stated in the signed agreement. No result, revenue, collection, conversion, occupancy, or regulatory approval is guaranteed.

Availability targets, exclusions, severity definitions, response targets, support hours, maintenance windows, escalation, service credits, and measurement method belong in an approved service-level schedule. No numerical commitment or remedy should be inferred from marketing copy. Credits, if agreed, are applied according to the schedule.

Either party may request changes to scope, timing, integrations, deliverables, or assumptions. A change becomes binding only when authorized representatives approve its impact on fees, dates, responsibilities, and acceptance. Urgent security or legal changes may be implemented as permitted by the agreement, with appropriate notice.

Amarnex may suspend affected access when reasonably necessary for security, unlawful activity, material breach, non-payment of undisputed amounts, risk to the service or others, or a binding authority request. Where practical, Amarnex provides prior notice, limits the suspension, and restores access after the cause is resolved.

Termination rights should cover uncured material breach, insolvency where legally permissible, prolonged force majeure, and any agreed convenience right. On termination, accrued charges remain payable, authorized access ends, and data export, transition, return, retention, and deletion follow the order and Data Processing Agreement. Confidentiality, intellectual property, payment, liability, dispute, and other provisions intended to survive remain effective.

The final agreement should define any customer indemnity for unlawful data, instructions, communications, infringement, or misuse and any Amarnex indemnity for specified third-party intellectual-property claims concerning the unmodified service. Notice, defense control, cooperation, settlement approval, exclusions, and remedies must be expressly agreed.

The signed agreement must state liability caps, excluded loss categories, claim aggregation, and exceptions. Appropriate carve-outs may address fraud, willful misconduct, confidentiality, data protection, infringement, unpaid fees, or liability that law does not permit to be limited. The allocation should reflect subscription value, insurance, risk, and applicable law; website text is not a substitute for negotiated terms.

Each party complies with laws applicable to its performance, including data protection, anti-bribery, sanctions, tax, electronic transactions, communications, advertising, and sector rules. The customer remains responsible for real estate licenses, off-plan requirements, consumer disclosures, approvals, and business decisions. Audit or assurance rights, if any, must be proportionate and documented.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations already due. The affected party must notify the other, mitigate the impact, and resume performance. The agreement should define any right to terminate after a prolonged event.

The executed agreement must identify governing law, courts or arbitration, seat, language, escalation steps, and notice method. A Saudi agreement may select Saudi Arabian law and competent Saudi authorities subject to counsel approval. If translations are provided, the parties must state which language controls.

The final terms should address assignment, subcontracting, notices, waiver, severability, entire agreement, amendment, counterparts, electronic signature, relationship of the parties, no third-party beneficiaries, and order of precedence. Neither party is an agent or partner of the other unless a separate written agreement says so.

The executed order should include: legal names; registration and tax numbers; addresses; authorized signatories; selected modules; users and usage; countries and languages; integrations; implementation; support; term; renewal; fees; taxes; payment; notices; data location; subprocessors or reference; service levels; special conditions; and signature date.

This draft is not an executed agreement. Amarnex must have qualified counsel approve the contracting entity, commercial model, consumer or enterprise classification, Saudi and cross-border requirements, subscription mechanics, data terms, SLA, warranties, indemnities, liability, dispute process, and Arabic-English language priority before issuing it to customers.