Terms and Conditions

For the purposes of this Agreement, the following terms bear the meanings set forth beside them:

The Company exclusively provides specialized services in the digital transformation of financial systems and audit firms, including but not limited to:

• Digital diagnosis and roadmapping
• Implementation and integration of financial ERPs
• Automation of accounting cycles and closures
• Building interactive BI dashboards
• Digitizing audit environments and working papers
• Training and empowerment programs for financial teams
• Digital governance and compliance consulting
• System integration via APIs

• Deliver services according to the agreed timeline with high professional standards and quality.
• Provide continuous and full disclosure regarding progress, challenges, and risks in real-time.
• Maintain strict confidentiality and non-disclosure of Client information to any third party.
• Assign a dedicated project manager and notify the Client in writing of any changes to the core team.
• Respond to all Client inquiries within a maximum of two business days.
• Do not deploy any new system without the Client’s explicit written approval.
• Document all fundamental project decisions in writing and deliver them to the Client.

• Provide all required data, information, and access needed for the project accurately and on time.
• Appoint a single point of contact with the authority to make project-related decisions.
• Actively participate in diagnosis, delivery, and training sessions at scheduled times.
• Settle all financial dues on their specified dates according to the agreed payment schedule.
• Immediately notify the Company in writing of any organizational or technical change that might affect the project scope.
• Refrain from modifying the implemented systems without written approval from the Company.

Digital transformation projects are priced based on the scope of work defined in the SOW, not on an hourly basis. The total price is predetermined and is not affected by the actual time spent on execution.

• Intermediate payments are due within 7 business days of notification of milestone completion and delivery.
• Completion payment is due within 7 business days of signing the official acceptance protocol.
• Separate paid consultations are due 48 hours prior to the session time.
• All prices are in Saudi Riyals (SAR) unless explicitly stated otherwise.
• All prices exclude 15% Value Added Tax (VAT) unless stated otherwise.

Intellectual property rights between the parties are governed by the following principle: What existed prior to the contract remains with its owner, and what was specifically produced for the Client transfers to them upon full payment.

The Company is granted a non-exclusive, non-transferable license to use the Client’s name and logo in portfolio materials and reference projects, unless the Client refuses in writing.

Both parties commit to maintaining the confidentiality of all information accessed during and after the contract period. This includes: financial and operational data, business strategies, client lists, and technical information in any form.

• Disclosure issued pursuant to a final court order or an official request from a competent regulatory authority — provided the other party is notified immediately unless prohibited by the court order.
• Disclosure to legal or financial advisors bound by professional and legal confidentiality.
• Information that became publicly available legitimately, without breach by either party.
• Information the party can prove, with documented evidence, they possessed before entering the Agreement.

The Company is committed to providing its services at the highest recognized professional standards. However, the Company’s legal liability is subject to the following limitations:

Under no circumstances shall the Company be liable for the following damages and losses:

• Consequential or indirect losses, or those resulting from lost business opportunities.
• Loss of expected profits or revenues.
• Business decisions taken by the Client independently of the Company’s recommendations.
• Failures or downtime in third-party systems outside the Company’s control.
• Damages resulting from inaccurate information provided by the Client to the project team.
• Delays caused by the Client’s failure to meet their obligations on time.

This contract can be terminated in the following three cases, each with its specific conditions and effects:

The following remain effective after the termination of the contract for any reason: Article Seven (Confidentiality), Article Six (Intellectual Property), and Article Eleven (Dispute Resolution).

Neither party shall be held responsible for any delay in performance or failure to meet obligations if such failure is due to circumstances entirely beyond their control and which could not have been reasonably foreseen or avoided.

• Natural disasters (earthquakes, floods, hurricanes)
• Officially declared health pandemics and epidemics
• Armed conflicts, wars, and civil unrest
• Sudden governmental or regulatory decisions
• Widespread internet or electricity outages
• Massive cyberattacks on infrastructure

Both parties prioritize amicable settlement of disputes in a way that preserves the business relationship. The following mandatory procedures apply in order:

This agreement shall be governed by and interpreted under the laws of the Kingdom of Saudi Arabia. Arbitration seat: Riyadh. Arbitration language: Arabic. The arbitration award is final, binding, and unappealable.

• Entire Agreement: This document, combined with the SOW and Quote, represents the complete and final agreement between the parties, superseding all prior verbal or written correspondence and agreements.
• Official Amendments: No amendment to the clauses of this Agreement shall be valid unless in writing and signed by an authorized representative from both parties.
• No Waiver: The failure of either party to exercise any right provided herein shall not be deemed a waiver of that right at any subsequent time.
• Severability: If any competent court or arbitration tribunal deems any clause of this Agreement invalid, the remaining clauses shall continue in full force and legal effect.
• Assignment of Rights: The Client may not assign their rights or obligations arising from this contract to any third party without prior written consent from the Company.
• Professional Independence: The relationship between the parties is that of independent contractors; this Agreement does not create any partnership, agency, or employment relationship in any form.
• Governing Language: The Arabic version is the official and reference version in case of any discrepancy in interpretation between translated versions.
• Official Notices: All legal notices must be sent in writing via official email with a read receipt request, or by registered mail to the other party’s address.