IBSERP Terms of Agreement

By subscribing with IBSERP System or receiving related services (the “Services”) provided by IBS in relation with IBSERP (the “Software”), hosted on IBS’s IBS Clouds (the “IBS Cloud”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

  1. Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement. It is automatically renewed for an equal Term, provided required renewal fees are paid by Customer withing the first three calendar days of renewed term and unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

  1. Definitions
  • User: Any user account indicated as active in the Software, with access to creation and/or edition mode.
  • Module: A “Module” is a group of features & functionalities available for activation in the Software.
  • Defect: Any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective configuration. Non-compliance with specifications or requirements will be considered as Defects at the discretion of IBS (typically, when the Software does not produce the results or performance it was designed to produce, or when a specific feature does not meet legal requirements anymore).
  1. Services
    1. Access to the Software
      • The Customer can use the Software hosted on the IBS Cloud.
      • IBS Cloud is hosted and fully managed by IBS and accessed remotely by the Customer.
      • For the duration of this Agreement, IBS gives the Customer a non-exclusive, nontransferable right of use of selected Modules within IBSERP software with unlimited number of Customer’s authorized users.
      • IBS commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with IBS standard Privacy Policy.
      • Upon expiration or termination of this Agreement, this subscription is revoked immediately, and the Customer agrees to stop using the IBSERP software.
    2. Defects Resolution:
      • For the duration of this Agreement, IBS commits to making all reasonable efforts to remedy any Defect of the Software reported by the Customer through the appropriate channel (typically, email sent to support@ibsolutions.me).
      • As soon as the Defect is fixed, an appropriate remedy will be communicated to the Customer.
      • Both parties acknowledge that IBS cannot be held liable for Defects in the Software.
      • IBS undertakes to do its best to provide services in due time and in accordance with the agreed timeframes. However, none of its obligations can be considered as being an obligation to achieve results.
    3. Security Updates:
      • IBS commits to apply the security remedies for any security Defect discovered in the Software hosted on the IBS Cloud as soon as the remedy is available, without requiring any manual action of the Customer.
    4. Cloud Hosting:
      • For the duration of this Agreement, IBS commits to providing at least the following services:
        • Hosting
        • SSL (HTTPS) Encryption of communication.
        • Automated backups.
    5. Support Services:
      • For the duration of this Agreement, the Customer may submit an unlimited number of email queries free of charge, exclusively for questions regarding Defects or guidance with respect to the use of the standard features of the Software.
      • Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate work order.
      • In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of IBS.
      • Reporting Defect or any other queries can be submitted via E-mail to support@ibsolutions.me
  1. Charges and Fees
    1. Standard charges:
      • The standard charges for the Services are based on the activated Modules used by the Customer and specified in writing at the conclusion of the Agreement.
      • When during the Term, the Customer has more activated Modules than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee for the additional Modules for the remainder of the Term.
      • In addition, services for work orders are charged based on the required effort.
    2. Renewal charges
      • Upon renewal, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 10%.
    3. Taxes
      • All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees, or charges (collectively, “Taxes”).
      • The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when IBS is legally obliged to pay or collect Taxes for which the Customer is responsible.
    4. IBS Invoices for IBSERP subscription, setup, work orders or renewals services are 100% PREPAID unless otherwise arranged. Customer is required to process payment within 3 calendar days from service/subscription calendar month or else access to Software will be blocked.

 

  1. Cancellation & Refund Policy:
    • If Customer’s authorized representative submits a written request via Email to support@ibsolutions.me for service cancelation after processing payment and before or during IBS delivery of the service, IBS will stop the work immediately and work to refund paid amount less 20% administrative fees within 30 calendar days from cancellation notice receiving date.
    • No refund by IBS to Customer will be granted for service cancelation requests received after work has been delivered.
    • If Customer sends a written request email from authorized customer’s representative to support@ibsolutions.me to cancel IBSERP subscription, IBS will refund fees for remaining subscription months less 20% administrative fees within 30 calendar days from cancellation notice receiving date. Example: If subscription period is for 12 calendar months for a total sum of SAR 15,000 (pre-VAT) and request to cancel subscription was submitted in writing during 3rd subscription month, the refund amount will be 15,000/12 x 9 x 80% = SAR 9,000 (pre-VAT).

 

  1. Conditions of Services
    1. Customer Obligations

The Customer agrees to:

  • Pay IBS any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract.
  • Immediately notify IBS when their actual installed Modules exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in standard charges above.
  • Take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the IBSERP usage, as described in above in “Access to the Software”.
  • Appoint 1 dedicated Customer contact person for the entire duration of the Agreement. Provide written notice to IBS 30 days before changing their main point of contact.
  • Take all reasonable measures to keep Customer’s user accounts secure, including by choosing a strong password and not sharing it with anyone else.
  1. No Soliciting or Hiring
    • Except where the other party gives its consent in writing, each party, its affiliates, and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of SAR100,000.00.
  2. Confidentiality
    • Definition of “Confidential Information”:
      • All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
      • Any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party should be regarded as confidential.
    • For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
    • The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

 

  1. Termination
    1. If either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
    2. The sections “Confidentiality”, “Disclaimers”, “Limitation of Liability”, and “General Provisions” will survive any termination or expiration of this Agreement.

 

  1. Warranties, Disclaimers
    1. Warranties
      • IBS owns the copyright or an equivalent on 100% of the code of the Software.
      • For the duration of this Agreement, IBS commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:
        • Customer provides adequate troubleshooting information.
        • All amounts due to IBS have been paid.
      • The Customer’s sole and exclusive remedy and IBS’s only obligation for any breach of this warranty is for IBS to resume the execution of the Services at no additional charge.
    2. Disclaimers
      • Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
      • IBS does not warrant that the Software complies with any local or international law or regulations.

 

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.