General Terms and Conditions for Subscription to the “Ektefa” Service

Preamble

ZADIP GROUP LTD, referred to in these Terms as “ZAD” or the “Service Provider,” is the owner and operator of the “EKTEFA” system, a cloud-based human resources management system and related services.

The term “Customer” or “Subscriber” means the entity that has applied to subscribe to the EKTEFA service.

The Subscription Form, the approved quotation, these Terms and Conditions, and any approved appendices expressly referred to therein shall constitute complementary parts of the contractual relationship between the parties.

The Customer acknowledges that it has reviewed the system’s features and assessed their suitability for its requirements prior to subscribing.

Clause 1: Definitions

For the purposes of these Terms, the following words and expressions shall have the meanings set out below unless the context requires otherwise:

System: The EKTEFA human resources management system and its related services.

Subscription: The Customer’s right to use and benefit from the System services during the Subscription Term. The Subscription does not transfer ownership of the System or any part thereof to the Customer.

Customer: The entity subscribing to the EKTEFA service.

Primary User: The person designated by the entity in the Subscription Form or subsequently approved in accordance with ZAD’s procedures, who shall hold the primary administrative permissions over the entity’s account.

Users: Persons whom the Customer permits to use the System under its account and according to the permissions granted to them.

Package: The subscription category determined according to the number of employees or the features specified in the quotation or the approved price list.

Additional Services: Any service, product, integration, device, customization, development, training, or other service that is not part of the basic EKTEFA subscription.

Clause 2: Subscription Term and Renewal

1. The Subscription Term for the EKTEFA service shall be twelve months commencing from the date the service is activated, unless otherwise stated in a written agreement approved by ZAD.

2. The Subscription shall not renew automatically.

3. Renewal shall only take place after payment of the renewal fee and confirmation of payment by ZAD.

4. Upon expiry of the Subscription Term without renewal, the service shall immediately cease and the Customer’s right to use the System shall end.

5. The Customer shall not be entitled to demand continued access to the service after expiry of the Subscription Term.

Clause 3: Renewal After Subscription Expiry

1. If the Customer renews the Subscription within a period not exceeding thirty days from the expiry date of the previous Subscription, the renewal period shall be considered an extension of the previous Subscription, and the period of interruption shall be included within the renewal term.

2. Suspension of the service during the interruption period shall not extend the new Subscription Term.

3. If the Customer requests a new Subscription commencing from the payment date instead of continuing the previous Subscription, the previous account shall be deleted and a new account shall be created.

4. In such case, ZAD shall not be obligated to transfer, restore, or migrate data from the previous account to the new account.

Clause 4: Pricing and Payment

1. Subscription, package, and Additional Service prices shall be determined according to the quotation, Subscription Form, or the price list approved by ZAD at the time of contracting or renewal.

2. ZAD may amend the prices of subscriptions, packages, and services from time to time. New prices shall apply to new subscriptions, renewals, or requests for new services.

3. All prices are exclusive of taxes and government fees unless otherwise expressly stated.

4. No Subscription, renewal, upgrade, or Additional Service shall be activated before payment of the applicable amount due.

5. All amounts paid to ZAD are non-refundable after payment, including amounts paid for subscriptions, renewals, upgrades, setup, Additional Services, customization, and training, unless a refund is required by a mandatory provision of law or expressly approved by ZAD in writing.

Clause 5: System Setup and Data Entry

1. Setup fees include assisting and guiding the Customer in preparing initial data and configuring the System for use.

2. Setup fees do not include entering the Customer’s or its employees’ data on behalf of the Customer by ZAD.

3. The Customer shall enter its own data and shall be responsible for the accuracy, correctness, and completeness of such data.

4. ZAD shall not be responsible for any error or result arising from incorrect, incomplete, or inaccurate data or settings entered by the Customer or its Users.

5. If correcting data requires special technical intervention outside the scope of standard technical support, such intervention may be provided as an Additional Service for a fee.

Clause 6: Training

1. A new Subscription includes three free training sessions for the Primary User.

2. Each training session shall be two hours in duration.

3. The free sessions must be used within the first thirty days from the Subscription start date.

4. Unused sessions shall not be carried forward to any later period.

5. No free training shall be provided upon renewal, change of the Primary User, or after expiry of the thirty-day period.

6. Any additional training shall be subject to ZAD’s applicable prices at the time of the request.

Clause 7: Packages and Number of Employees

1. The Package shall be determined according to the maximum number of employees and the features stated in the approved quotation.

2. Once the maximum number of employees permitted under the Package has been reached, the System shall stop accepting the addition of new employees until the Package is upgraded.

3. No upgrade shall be implemented until the applicable upgrade fee has been paid.

4. The upgrade fee during the Subscription Term shall be calculated according to the following formula:

(New Package Price − Current Package Price) ÷ 12 × Number of Remaining Subscription Months.

5. Any part of a month shall be calculated as one full month, subject to a minimum of one month.

6. If fifteen days remain before the Subscription expires, the upgrade shall be calculated as one month. If three months and fifteen days remain, the upgrade shall be calculated as four months.

7. An upgrade shall not change the Subscription expiry date.

8. The upgraded Package shall remain effective until the end of the Subscription Term and may not be downgraded during that term.

9. No part of the upgrade fee shall be refunded if the number of employees decreases after the upgrade has been implemented.

10. Upon renewal, the Customer may select a higher or lower Package based on its requirements and the prices applicable at that time.

Clause 8: Primary User

1. The entity’s designation of the Primary User shall constitute full authorization, without financial value limitation, in relation to all actions permitted under the Primary User’s System permissions.

2. The entity shall bear full responsibility for selecting the Primary User and for all requests, operations, and actions carried out by such User.

3. ZAD shall not be required to verify the Customer’s internal delegations or any financial or administrative limits imposed by the Customer on its employees.

4. All actions performed by the Primary User shall remain binding upon the entity until the change of the Primary User has actually been approved by ZAD.

5. A request to change the Primary User may be submitted by the current Primary User, the owner of the entity, or the Human Resources Manager registered with ZAD, in accordance with ZAD’s approved procedures and verification methods.

6. If the Primary User’s relationship with the entity ends and the entity fails to notify ZAD, the entity shall bear full responsibility for all operations carried out through that User’s account until the change is approved.

Clause 9: User Accounts and Access Security

1. The Customer shall be responsible for managing its accounts, Users, and User permissions.

2. The Customer shall be responsible for maintaining the confidentiality of login credentials and passwords.

3. Operations performed through authorized User accounts shall be deemed to have been carried out by the Customer.

4. ZAD shall not be responsible for damages arising from:

- Sharing login credentials.

- Inadequate protection of the Customer’s devices.

- Failure to deactivate the account of a User whose relationship with the entity has ended.

- Granting inappropriate permissions to Users.

- Compromise of a User’s device or email account outside ZAD’s control.

5. The Customer shall immediately notify ZAD upon becoming aware of any breach, unauthorized use, or loss of login credentials relating to its EKTEFA account.

6. Where a security risk or suspicion exists, ZAD may temporarily suspend the account, certain Users, or certain permissions until the matter is verified and the account is secured. Such suspension shall not constitute a breach by ZAD.

Clause 10: Electronic Records

1. EKTEFA’s electronic records shall constitute a reference for evidencing operations performed through the Customer’s account.

2. Such records include login records, User creation, permission modifications, requests, approvals, amendments, transaction records, and usage records.

3. The evidential value of electronic records, communications, and transactions shall be governed by the applicable laws and regulations of the Kingdom of Saudi Arabia.

Clause 11: Electronic Signatures and Approvals

1. The Customer acknowledges that all approvals, authorizations, acknowledgments, and signatures made electronically through the EKTEFA System or through electronic methods approved by ZAD shall be deemed to have been issued by the Customer or by persons authorized by the Customer and shall be binding upon the Customer when made through approved accounts or verification methods.

2. Electronic approval methods include, without limitation, approval through the System, clicking an approval or authorization button, use of a verification code, electronic signature, or any other electronic verification method adopted by ZAD.

3. Electronic records relating to such approvals, authorizations, acknowledgments, and signatures shall have evidential value in accordance with the applicable laws and regulations of the Kingdom of Saudi Arabia.

4. The Customer shall be responsible for identifying the persons authorized to perform electronic approvals and authorizations and for maintaining the confidentiality and security of their accounts and verification methods.

Clause 12: Additional Services

1. ZAD may provide additional services, products, or integrations related to EKTEFA.

2. Such services shall be considered separate from the basic Subscription unless otherwise stated in the approved quotation.

3. Additional Services shall be subject to the prices and terms approved by ZAD at the time of the request.

4. No Additional Service shall be implemented before payment of its applicable fee.

5. ZAD may amend the prices or specifications of Additional Services, replace them, or discontinue them, and such action shall not constitute a breach of the basic EKTEFA Subscription.

Clause 13: Third-Party Services and Integrations

1. EKTEFA may provide integration or connectivity with government services or services provided by third parties.

2. ZAD’s role shall be limited to providing technical connectivity or technical intermediation to the extent permitted by the relevant third-party service provider.

3. ZAD does not guarantee the continuation, availability, pricing stability, terms, or policies of services provided by third parties.

4. ZAD shall not be liable for any interruption, delay, rejection, penalty, or loss resulting from a third party or from the Customer’s data or actions.

5. Fees for third-party services shall be subject to any changes imposed by the relevant service provider.

Clause 14: Devices and Attendance Solutions

1. Attendance devices, attendance solutions, and related services are separate from the basic EKTEFA Subscription.

2. They shall be subject to ZAD’s approved prices, specifications, and terms applicable at the time of the request.

3. ZAD does not guarantee the compatibility or continued operation of any external device not approved by ZAD.

4. Connecting unapproved devices shall be subject to ZAD’s approval and technical compatibility.

5. ZAD shall not be responsible for failures of external devices, their software, or their incompatibility with the System.

6. Fees may be charged for device connectivity or integration according to the applicable approved prices.

Clause 15: Customization and Development

1. Requests for customization, development, or additional features shall be subject to ZAD’s assessment, and ZAD may accept or reject such requests.

2. If a request is accepted, the scope of work, price, and implementation period shall be specified in a separate quotation.

3. Implementation shall not commence before payment of the required amount.

4. All intellectual property rights relating to any development, customization, or feature shall remain exclusively owned by ZAD, even if the Customer has paid the cost of implementation.

5. The Customer shall acquire no ownership or exclusivity rights in such development.

6. ZAD may reuse, develop, or make any development or customization available to other Customers without the Customer’s consent or payment of compensation, provided that the Customer’s data or confidential information is not disclosed.

Clause 16: Intellectual Property

1. All intellectual property rights relating to the EKTEFA System, its software, designs, interfaces, databases, documentation, trademarks, and content are owned by or licensed to ZAD.

2. The Subscription grants the Customer only the right to use the service during the Subscription Term.

3. The Customer is prohibited from:

- Copying the System or any part thereof.

- Reselling or sublicensing the service to any third party.

- Reverse engineering.

- Attempting to extract the source code.

- Circumventing technical protection measures.

- Conducting penetration testing or security testing without ZAD’s prior written approval.

- Allowing any unauthorized third party to use the Customer’s account.

Clause 17: Customer Data and Personal Data Protection

1. The Customer shall be responsible for the lawfulness of the collection, entry, and processing of personal data entered into EKTEFA.

2. The Customer acknowledges that it has the required lawful basis for processing such data.

3. This includes employee data, attendance data, geographic location data, device-related data, and any other personal data entered by the Customer.

4. The Customer shall be responsible for fulfilling any required notices, consents, or other legal requirements toward the relevant data subjects.

5. ZAD shall process data to the extent necessary to provide, operate, support, and protect the EKTEFA service and to fulfill its legal obligations.

6. ZAD shall implement appropriate technical and organizational measures to protect data in accordance with applicable laws and regulations.

7. The EKTEFA System and Customer data shall be hosted within the Kingdom of Saudi Arabia.

8. ZAD may change the hosting provider or data center, provided that hosting remains within the Kingdom of Saudi Arabia.

Clause 18: Aggregated and Anonymized Data

ZAD may use aggregated or anonymized data that does not identify the Customer or any specific person for analysis, statistics, System improvement, and product and service development.

Clause 19: Storage and Files

1. Files and data stored in the System shall be subject to ZAD’s technical controls and approved fair usage policies.

2. ZAD may determine or amend permitted file types, file sizes, and storage limits where required for technical, security, or operational reasons.

3. Any description of storage as “unlimited” shall not constitute an obligation to provide unrestricted storage without reasonable technical or operational limitations.

Clause 20: Customer Data Copy

1. During an active Subscription, the Customer shall be entitled to request one free copy of its data.

2. The copy shall be provided in a format determined by ZAD according to the technical capabilities available.

3. ZAD shall not be obligated to provide an exact copy of its internal database or a copy capable of being imported directly into another system.

4. Any additional copy shall be subject to a fee based on the applicable price at the time of the request.

5. The Customer shall be responsible for requesting its data copy before the Subscription expires or is cancelled.

Clause 21: Subscription Expiry and Data Deletion

1. The service shall immediately cease upon expiry of the Subscription Term if it is not renewed.

2. The Customer is not guaranteed any grace period following expiry of the Subscription.

3. The Customer shall be responsible for obtaining a copy of its data while the Subscription remains active.

4. Following expiry of the Subscription, ZAD may delete the Customer’s account and data, subject to any requirements imposed by applicable laws and regulations.

5. ZAD does not guarantee the retention or recoverability of data after expiry of the Subscription.

6. Once data deletion has been carried out, it shall be final and restoration may no longer be possible.

7. ZAD shall not be responsible for loss of data after expiry of the Subscription where the Customer failed to request a copy during the active Subscription Term.

8. The existence of internal backup copies shall not grant the Customer any right to recover such copies after deletion of the account or expiry of the Subscription.

Clause 22: Cancellation by the Customer

1. The Customer may request cancellation of its Subscription before the end of the Subscription Term.

2. Cancellation shall not entitle the Customer to a refund of any amount paid.

3. When requesting cancellation, the Customer shall determine whether it wishes cancellation to take effect immediately or whether it wishes to continue using the service until the end of the paid Subscription Term.

4. If immediate cancellation is requested, the service may be suspended and the account deleted at the Customer’s request.

Clause 23: Technical Support

1. ZAD shall provide technical support relating to use of the System and resolution of technical issues in accordance with the working hours and support channels announced and approved by ZAD from time to time.

2. Free technical support does not include data entry on behalf of the Customer, additional training, consulting work, customization, development, or operational work specific to the Customer.

3. Services outside the scope of technical support may be provided as Additional Services for a fee.

Clause 24: Maintenance and Updates

1. ZAD may perform scheduled or emergency maintenance and technical or security updates to the System.

2. Such maintenance or updates may result in temporary service interruption, which shall not constitute a breach by ZAD.

3. ZAD shall use reasonable efforts to notify the Customer in advance of planned maintenance where reasonably possible.

4. Advance notice shall not be required for emergency maintenance or urgent security updates.

Clause 25: System Development

1. ZAD may add, amend, replace, or discontinue certain System features for development, technical, security, or regulatory reasons.

2. Such action shall not constitute a breach of the agreement unless, without legitimate reason, it results in a material elimination of the essential core service contracted for during the Subscription Term.

Clause 26: Service Interruptions and Availability

1. EKTEFA is a cloud-based service and may experience unintentional failures, errors, or interruptions.

2. ZAD does not guarantee 100% uninterrupted System availability or that the System will be free from all errors.

3. ZAD shall use reasonable technical and commercial efforts to resolve issues according to their severity and priority.

4. System interruption or failure shall not automatically entitle the Customer to financial compensation.

Clause 27: System Outputs

1. System reports, results, and calculations depend on the data and settings entered by the Customer or its Users.

2. The Customer shall be responsible for reviewing and verifying results before relying upon them or taking any financial, administrative, or legal action based upon them.

3. System outputs do not constitute legal, accounting, or tax advice.

4. ZAD shall not be responsible for results arising from incorrect, incomplete, or inaccurate data or settings.

5. ZAD shall work to update the System where regulatory changes affect its functions but does not guarantee implementation of such updates on the same date the regulatory change is issued.

6. The Customer remains responsible for monitoring and complying with its legal and regulatory obligations.

Clause 28: Prohibited Use

The Customer is prohibited from:

1. Using the System in violation of the laws and regulations of the Kingdom of Saudi Arabia.

2. Attempting to hack the System or circumvent security measures.

3. Uploading malicious software or harmful files.

4. Attempting to access data or accounts that do not belong to the Customer.

5. Disrupting the System or adversely affecting its performance.

6. Using the service to harm third parties.

7. Allowing any unauthorized party to use the Customer’s account.

Clause 29: Suspension of Service

ZAD may immediately suspend or restrict the service or certain Users where any of the following exists:

1. A security risk.

2. Suspected account compromise.

3. Unlawful use.

4. Failure to pay an amount due.

5. A material breach of these Terms.

6. A request from a competent authority.

7. A risk to the System, the Customer’s data, or the data of other Customers.

Suspension in such circumstances shall not constitute a breach by ZAD.

Clause 30: Termination by ZAD

ZAD may terminate the Subscription in the event of a serious breach, including:

1. Fraud or forgery.

2. Attempting to hack the System or circumvent security controls.

3. Serious misuse.

4. Use of the System in violation of applicable laws or in a manner that harms others.

5. Failure to make payment.

6. Serious breach of data protection requirements.

7. Receipt of a request or order from a competent authority.

8. Any act that presents a material risk to ZAD, the System, or other Customers.

Where termination results from the Customer’s breach:

- Amounts already paid shall not be refunded.

- Amounts owed to ZAD shall remain due and payable.

- ZAD may claim compensation for direct damages resulting from the breach in accordance with applicable laws and regulations.

Clause 31: Confidentiality

1. Both parties shall maintain the confidentiality of each other’s confidential information throughout the Subscription Term.

2. Confidential information may only be used for the purposes of performing the contractual relationship.

3. This obligation shall not apply to information that is lawfully available to the public or that must be disclosed under applicable law or pursuant to a request from a competent authority.

4. The contractual confidentiality obligation shall end upon expiry of the Subscription, without prejudice to any protection that continues to apply under applicable laws and regulations.

Clause 32: Use of the Customer’s Name and Logo

ZAD may use the entity’s name and logo and identify it as an EKTEFA Customer in Customer lists, presentations, and marketing and commercial materials, unless otherwise agreed in writing.

This shall not include disclosure of the Customer’s employee data or confidential information.

Clause 33: Communication with the Customer

ZAD may use the contact information registered with it to communicate with the entity or its representatives regarding renewals, offers, products, services provided by ZAD, and management of the Customer relationship, in accordance with applicable laws and regulations.

Clause 34: Limitation of Liability

1. To the extent permitted by applicable laws, ZAD shall not be liable for indirect or consequential damages, loss of profits, or lost business opportunities.

2. ZAD shall not be responsible for damages arising from:

- Customer data or settings.

- Use of the System by the Customer or its Users.

- Passwords and accounts belonging to the Customer.

- Customer devices.

- Third-party services or systems.

- Causes outside ZAD’s control.

3. To the extent permitted by applicable laws, ZAD’s total aggregate liability to the Customer shall not exceed the total fees actually paid by the Customer for the EKTEFA service during the twelve months preceding the event giving rise to the claim.

4. No exclusion or limitation of liability shall apply where such exclusion or limitation is prohibited by applicable law.

Clause 35: Force Majeure

1. ZAD shall not be responsible for delays or service interruptions resulting from events outside its reasonable control.

2. Force majeure events include, without limitation:

- Wars and hostilities.

- Natural disasters.

- Epidemics and pandemics.

- Widespread electricity or internet outages.

- Large-scale cyberattacks.

- Government decisions or restrictions.

- Failure of essential services or infrastructure outside ZAD’s control.

- Any similar events that could not reasonably have been prevented.

3. If a force majeure event or its effects continue in a manner that makes continuation of the service impossible or impractical, ZAD may suspend the service or terminate the Subscription without additional liability.

4. Such suspension or termination shall not result in a refund of amounts paid unless otherwise required by applicable law.

Clause 36: Notices

1. Notices sent to the Customer through communication methods or channels approved by ZAD shall be considered valid and effective.

2. The Customer shall be responsible for keeping its registered contact details and Primary User information up to date.

3. ZAD shall not be responsible for failure of a notice to reach the Customer due to the Customer’s failure to update its information.

Clause 37: Amendment of Terms and Conditions

1. ZAD may amend these Terms and Conditions from time to time.

2. Amendments shall become effective from the date the Customer is notified through a communication method approved by ZAD.

3. Amendments shall not affect rights that arose and became vested prior to their effective date, in accordance with applicable laws and regulations.

Clause 38: Order of Precedence

In the event of any conflict between the Subscription documents, the following order of precedence shall apply:

1. Any approved special agreement or quotation between the parties in relation to specific commercial terms.

2. The Subscription Form.

3. These Terms and Conditions.

Clause 39: General Provisions

1. Arabic shall be the governing language for the interpretation of these Terms.

2. Failure to exercise any right at any particular time shall not constitute a waiver of that right.

3. If any provision of these Terms becomes unenforceable under applicable law, the remaining provisions shall remain unaffected.

4. Subscription to EKTEFA grants the Customer only the right to use and benefit from the service and does not transfer any ownership right in the System.

Clause 40: Governing Law and Jurisdiction

1. The relationship between ZAD and the Customer shall be governed by the laws and regulations in force in the Kingdom of Saudi Arabia.

2. The parties shall seek to resolve any dispute between them amicably.

3. If an amicable resolution cannot be reached, jurisdiction shall lie with the Commercial Court in Riyadh.

Acknowledgment and Authorization

The representative of the entity acknowledges the following:

1. The representative has the necessary authority to bind the entity to the Subscription and these Terms.

2. All information provided to ZAD is correct and up to date.

3. The representative has reviewed the features of the EKTEFA System and assessed their suitability for the entity’s requirements.

4. The representative has reviewed the quotation and these Terms and Conditions and accepts them.

5. Appointment of the Primary User constitutes full authorization of such User in accordance with these Terms.

6. The entity shall be responsible for all operations carried out by the Primary User and authorized Users.

7. The entity shall be responsible for the accuracy and lawfulness of all data it enters into the System.

8. The Subscription grants the entity the right to use the service throughout the Subscription Term and does not grant ownership of the System.

9. The responsibility for requesting a copy of the entity’s data rests with the Customer during the active Subscription Term and before its expiry.