Terms of Service

These Terms form an agreement between you and Shams Solutions, a company based in Riyadh, Kingdom of Saudi Arabia ("Shams Solutions", "we", "us" or "our"). If you use our website or services on behalf of an organization, you confirm that you are authorized to accept these Terms on its behalf, and "you" refers to that organization.

Our services are provided under a written proposal, order form, statement of work or service agreement accepted by both parties (a "Service Agreement"). If there is any conflict between these Terms and a Service Agreement, the Service Agreement prevails.

Shams Solutions provides digital transformation services to organizations, including:

• digital strategy and enterprise advisory;
• ERP systems for finance, human resources, customer relationship management (CRM) and manufacturing, including implementation, configuration, data migration and training;
• process automation and systems integration;
• cloud infrastructure, DevOps, security and managed operations;
• custom software and platform development; and
• e-commerce and online store integrations.

The scope, deliverables, timelines, service levels and fees for each engagement are set out in the applicable Service Agreement. Information on our website describes our services in general terms and does not constitute an offer or a commitment to any particular result.

• Proposals and quotations are valid for the period stated in them and become binding only once accepted in writing.
• Fees are quoted in Saudi riyals (SAR) and exclude value added tax (VAT), which is charged at the applicable rate. Invoices are issued in accordance with the e-invoicing requirements of the Zakat, Tax and Customs Authority (ZATCA).
• Invoices are payable within the period set out in the Service Agreement. We may suspend services if undisputed amounts remain unpaid after written notice.
• Subscription, license and third-party costs, such as cloud hosting or platform fees, are charged as set out in the Service Agreement.

To enable us to deliver the services, you agree to:

• provide accurate and complete information and requirements, and timely decisions and feedback;
• give us the access to systems, environments, data and personnel that we reasonably require, and confirm that you have the right to grant that access;
• keep account credentials secure and grant access on a least-privilege basis;
• ensure that any data you provide to us, including personal data, has been collected lawfully and may lawfully be shared with us; and
• maintain appropriate backups of your own data, unless backup services are expressly included in the Service Agreement.

We are not responsible for delays or shortcomings caused by a failure to meet these responsibilities.

You must not use our website or services to:

• break any applicable law or regulation, or infringe the rights of others;
• upload or transmit malicious code, or attempt to gain unauthorized access to any system, network or data;
• carry out security or penetration testing against our systems without our prior written consent;
• interfere with or disrupt the operation of our website or services; or
• copy, scrape or reproduce content from our website for commercial purposes without our permission.

We may suspend access to our website or services where we reasonably believe that these rules have been breached.

Our services may involve third-party products and platforms, including cloud providers, e-commerce platforms, payment gateways, government portals and open-source software such as ERPNext. These are provided by their respective owners and are subject to their own terms and licenses. We do not control them and are not responsible for their availability, changes or performance, although we will work with you to address issues that affect the services we provide.

Each party will keep confidential all non-public business, technical and financial information it receives from the other, use it only for the purposes of the engagement, and protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known to it beforehand, or that must be disclosed by law, in which case the receiving party will notify the other party where legally permitted. These obligations survive the end of the engagement.

Each party will comply with the Personal Data Protection Law and other applicable data protection laws. Where we process personal data on your behalf, we act as your processor, only on your documented instructions and in accordance with the data processing terms of the Service Agreement. Our Privacy Policy explains how we handle personal data for which we are the controller.

• Your materials: You retain all rights in the data, systems, content and other materials you provide to us.
• Our materials: We retain all rights in our pre-existing software, tools, templates, methodologies and know-how, including any general improvements to them.
• Deliverables: Ownership of custom deliverables passes to you upon full payment, unless the Service Agreement provides otherwise. Where our materials are incorporated into a deliverable, we grant you a non-exclusive, perpetual license to use them as part of that deliverable for your internal business purposes.
• Open-source components: Open-source software remains subject to its own license terms.
• Website content: The text, graphics, logos and other content on our website are owned by or licensed to Shams Solutions and may not be used without our prior written permission.

We will perform our services with reasonable skill and care, using suitably qualified personnel, in accordance with the Service Agreement and good industry practice.

Except as expressly stated in these Terms or a Service Agreement, and to the extent permitted by law, our website and its content are provided "as is", and we give no other warranties, express or implied, including any warranty that the website will be uninterrupted or error-free.

To the maximum extent permitted by applicable law:

• neither party is liable for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, business, goodwill or data, arising out of or in connection with these Terms or the services; and
• our total liability arising out of or in connection with an engagement is limited to the fees paid by you under the relevant Service Agreement in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for fraud, gross negligence or wilful misconduct.

Either party may terminate an engagement in accordance with the Service Agreement, or by written notice if the other party materially breaches its obligations and fails to remedy the breach within thirty (30) days of being notified.

On termination, you will pay for the services performed and expenses incurred up to the termination date, and each party will return or destroy the other's confidential information, subject to any legal retention requirements. Provisions that by their nature are intended to survive termination will continue to apply.

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, government action, war, civil unrest, or widespread failures of power, telecommunications or third-party cloud infrastructure. The affected party will notify the other promptly and take reasonable steps to limit the impact. This does not affect payment obligations for services already performed.

These Terms and any Service Agreement are governed by the laws of the Kingdom of Saudi Arabia. The parties will first seek to resolve any dispute amicably through good-faith negotiation. If a dispute is not resolved within thirty (30) days, it will be referred to the competent courts in Riyadh, Kingdom of Saudi Arabia.

We may update these Terms from time to time. The updated version will be published on this page with a revised "Last updated" date. Changes do not affect Service Agreements that have already been signed, unless both parties agree otherwise in writing.

• Entire agreement: These Terms, together with any Service Agreement and our Privacy Policy, form the entire agreement between the parties on their subject matter.
• Severability: If any provision is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
• Assignment: You may not assign or transfer your rights or obligations without our prior written consent.
• No waiver: A failure or delay in exercising any right is not a waiver of that right.
• Language: These Terms are published in Arabic and English. In the event of any inconsistency, the Arabic version prevails.

For questions about these Terms, please contact us:

Shams Solutions 1st Floor, Office B-19, 8045 King Fahd Rd, Al Utaiqah, Riyadh 12671, Kingdom of Saudi Arabia Email: info@shamss.io Phone: +966 50 396 1052