Terms of Service

Parties

1. Digital Horizons Information Technology Company, a Limited Liability Company incorporated under the laws of the Kingdom of Saudi Arabia with its commercial registration 2050157614 (hereinafter referred to as the “Company”), and

2. The individual or entity who accepts this Agreement through the Company’s software platform, website, or portal (hereinafter referred to as the “Client”).

The Company and the Client shall be hereinafter individually referred to as a “Party” and collectively as the “Parties”.

Preamble

A) The Company is a tech company, specialized in software development and solutions by which it has developed a technology software to provide Education related entities with seamless innovative solutions to operate buses and track student movement.

B) The Client wishes to use the Company’s software and services to improve the business operations.

C) The terms of this Agreement represent a legally binding agreement between the Parties for the Services stipulated in this Agreement.

Now Therefore, the two Parties hereby agree to the following:

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

• “Confidential Information” information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 7.
• “Effective Date” refers to the date of this Agreement.
• “Services” the Services provided by the Company to the Client under this Agreement as stated in Clause (2) below.
• “Intellectual Property Rights” refer to any rights to inventions, copyright, patents, trademarks, Services marks, rights in designs, rights in computer software, database rights, and any other intellectual property rights.
• “Software” means all programs, systems, code, and related applications (including mobile and web applications), together with the tangible media on which they are recorded and their supporting documentation, including but not limited to input and output formats, program listings (source code and object code), narrative descriptions, and special operating instructions, which are designed to provide cloud-based digital solutions enabling schools, educational institutions, and transport operators to efficiently manage, operate, and grow their operations through features such as fleet and route management, live tracking, attendance, parent engagement tools, and operational insights. The Software is owned by the Company and used in the development and operation of the Project.
• Business Day: a day other than a Friday, Saturday, or public holiday in the Kingdom of Saudi Arabia.
• Third Party: any other party than both Parties and their employees and agents and legal representatives.
• Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a Client shall include any Client, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 References to clauses are to the clauses of this Agreement.

2. The Services

2.1 Software Functionality. The Company will provide access to its Cloud School Transportation Management System software which includes user management, data storage, and other listed features.

2.2 User Access. Client may have access to a fixed number of user accounts based on the package they subscribe to. Additional users may be requested with added fees.

2.3 Support Services. Support provided during business hours via ticket or email system.

2.4 Training. Includes up to two (2) hours of initial training. Additional training available at extra cost.

2.5 Software Updates. Bug fixes and enhancements will be automatically rolled out during maintenance windows.

2.6 Data Management. Client data will be securely stored and regularly backed up.

2.7 Service Level “SL”. The Company undertakes to provide the services set out herein in accordance with the following standards:

2.7.1 Uptime Commitment. Software will be available 99.5% of the time, excluding scheduled maintenance.

2.7.2 Response Times. See response/resolution matrix below.

2.7.3 Security and Compliance. Encryption, firewalls, and the Personal Data Protection Law compliance are in place.

2.7.4 Incident Notification. The Client will be informed of incidents within 24 hours.

2.8 License Grant. The Company shall grant the Client a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license during the Term of this Agreement to:

• a. access and use the Software, and related materials that may be made available through the Software; and
• b. create and maintain user accounts with unique usernames and passwords for access to the Software by authorized Client personnel.

2.9 The Company’s Obligations. The Company agrees to:

• a. Provide reasonable IT support services to support the functionality and use of the Software;
• b. Ensure the Software is accessible and operational in accordance with the SL set out in clause 2.7;
• c. Provide updates, upgrades, enhancements, and bug fixes as part of the Services;
• d. Protect Client data using industry-standard security practices and comply with applicable laws (e.g., GDPR);
• e. Provide onboarding and training services as specified in Clause 2.

3. Client's Obligations

3.1 The Client shall:

• (A) Comply with all applicable laws and regulations with respect to its activities under this Agreement;
• (B) Obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
• (C) Pay the agreed consideration herein at the agreed time as described in clause 4;
• (D) Manage access to the Software and ensure that access credentials (including usernames and passwords) are kept secure, confidential, and used only by authorized personnel;
• (E) Provide the Company with any data, information, access, or cooperation reasonably required for the Company to perform the Services under this Agreement without undue delay.

4. Charges and Payment

4.1 The Client shall pay a yearly subscription fee based on their package of choosing as a consideration for the Services provided by the Company according to this Agreement.

4.2 The Company will issue VAT/TAX invoice to the Client upon the subscription payment.

4.3 The Client shall pay each invoice within seven (7) days after the date of issuing each invoice.

4.4 If the Company did not receive payment within five (5) days after the due date, and without prejudice to any other rights and remedies of the Company: the Company may disable the Client's password, account and access to all or part of the Services, and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

4.5 All amounts and fees stated or referred to in this Agreement:

• (A) shall be payable in Saudi Riyals for KSA users, and in USD for rest of world users;
• (B) are exclusive of value added tax, which shall be added to the Company invoice(s) at the appropriate rate; and
• (C) shall be paid directly through the online checkout process or to the following bank account: Company Name: AFAQ DIGITAL FOR INFORMATION TECHNOLOGY — Bank: SABB — IBAN: SA3445000000242280451001

5. Changes

The Company reserves the right to make changes to the Services, these terms, fees, or our Privacy Policy. Any changes done will be notified to the Client by email or directly to the account registered on the Company’s platform. By continuing using the Services after you have been notified, you agree to these changes and any increase in fees as stated in the notice.

6. Intellectual Property Rights and Data

6.1 The Client acknowledges and agrees that the Company owns all intellectual property rights in the Services and branding. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

6.2 The Company confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

6.3 The Company shall not be responsible for any loss, destruction, alteration or disclosure of customer data caused by the Client or any Third Party.

6.4 The Client shall comply with the Company’s Terms & Conditions and Privacy Policy which are available at fleetor.app or such other website address as may be notified to the Client from time to time in writing, as such documents may be amended from time to time by the Company in its sole discretion.

6.5 The Client undertakes to comply and act in accordance with all local Data Protection laws and regulations applicable in the Kingdom of Saudi Arabia.

7. Confidentiality

7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

• a. is or becomes publicly known other than through any act or omission of the receiving party;
• b. was in the other party's lawful possession before the disclosure;
• c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
• d. is independently developed by the receiving party, which independent development can be shown by written evidence; or
• e. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

7.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

7.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

7.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any Third Party.

7.5 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company’s Confidential Information.

7.6 The Client acknowledges that the customer data is the Confidential Information of the Company.

7.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.

7.8 The above provisions of this clause shall survive termination of this Agreement, however arising.

8. Warranties

8.1 The Company shall use the reasonable due care and endeavour to provide the Services to the Client, however, the Service Provider does not warrant that the Client's use of the Services will be uninterrupted or error-free; or that the Services will meet the Client's requirements.

8.2 This Agreement shall not prevent the Company from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing products and/or Services which are similar to those provided under this Agreement.

8.3 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8.4 The Client warrants to carry out all other responsibilities set out in this Agreement in a timely and efficient manner.

8.5 The Client is responsible for procuring and maintaining its network connections and telecommunications links with its systems, and all problems, conditions, delays, failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

9. Indemnity

The Client shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services.

10. Limitation of Liability

10.1 This clause sets out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

• a. arising under or in connection with this Agreement;
• b. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.2 Except as expressly and specifically provided in this Agreement:

• a. the Client assumes sole responsibility for results obtained from the use of the Services by the customer, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Client in connection with the Services, or any actions taken by the Company at the Client's direction;
• b. the Services are provided to the Client on an "as is" basis by the Company.

10.3 Nothing in this Agreement excludes the liability of the Client for fraud or fraudulent misrepresentation.

10.4 The Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

10.5 No Responsibility for Indirect Losses: the Company shall not be liable for any indirect, incidental, or unforeseeable losses. This includes, without limitation, loss of profits, loss of business, or loss or corruption of data, even if such losses were foreseeable or the Software Provider was advised of the possibility of such losses.

10.6 Maximum Liability: In all cases, the maximum liability of the Company shall not exceed the total amount actually paid by the Client for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

10.7 Third-Party Services: the Company shall not be responsible for failures, interruptions, or errors caused by third-party systems or services used in connection with the Software, including but not limited to payment processors, scheduling systems, or other integrations.

10.8 Fair Risk Sharing: The Parties acknowledge and agree that the limitations of liability set forth in this clause represent a fair allocation of risk and form an essential basis of this Agreement.

11. Non-Solicitation

The Client shall not solicit or entice from the Company, offer employment to any person who is, or has been engaged with the Company.

12. Term and Termination

12.1 This Agreement shall be for the duration of one year and shall be binding on the parties. In case the customer decides to end their subscription and ask for earlier termination they will receive no refund or compensation while their account will remain active until the end of their subscription period. Additionally, this Agreement shall be automatically renewed for a similar period (each a Renewal Period), unless:

• a. either party notifies the other party of the termination in writing at least 60 days before the agreed term in clause 12.1 or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the agreed term or Renewal Period; or
• b. otherwise terminated in accordance with the provisions of this Agreement;

12.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• a. the other party commits a material breach of any provision of this Agreement which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 10 days after being notified in writing to do so;
• b. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
• c. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts and declared bankruptcy.

12.3 The Company may terminate this Agreement with immediate effect by giving written notice and without obtaining a court judgment if Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than five (5) days after being notified in writing to make such payment.

12.4 On termination of this Agreement for any reason:

• a. all licences granted under this Agreement shall immediately terminate;
• b. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
• c. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. Force Majeure

Either party shall have no liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the other party), failure of a utility Services or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the other party is notified of such an event and its expected duration.

14. Data Protection

Both parties undertake to comply and act in accordance with all local Data Protection laws and regulations applicable in the Kingdom of Saudi Arabia regarding Data Protection such as Personal Data Protection Law, enacted by Royal Decree No. (M/19) dated 09/02/1443H, and was issued pursuant to Council of Ministers Resolution No. (98) dated 07/02/1443H.

15. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17. Rights and Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18. Severance

18.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. Entire Agreement

19.1 This Agreement, and any documents referred to in it, constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.

19.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

20. Assignment

20.1 The Client shall not, without the Company’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

21. No Partnership or Agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Third Party Rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

23. Notices

23.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by registered courier or emails or hand-delivery with signature for receipt to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes.

23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by recognized courier Services shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

24. Governing Law and Jurisdiction

24.1 This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

24.2 Any disputes, claims or controversies arising out of, relating to or in connection with the present contract, including any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules.

24.3 The seat or legal place of the arbitration shall be Riyadh. The language of the arbitration shall be English. Unless otherwise determined by the arbitrator, each Party to the dispute will bear all of its own costs incurred in connection with the arbitration, and each Party to the dispute will contribute equally towards the fees and other costs of the arbitrator.

Acceptance

By registering for, subscribing to, or using the Services, the Client agrees to and accepts the terms and conditions set out in this Agreement, which is entered into on the date of such acceptance.

Contact

For any question about this Agreement, contact us at [email protected]