SALAM STANDARD TERMS AND CONDITIONS

Interpretation

Etihad Salam Telecom Company (referred as “Salam”) offers Services (as defined hereinafter) in accordance with the terms and conditions detailed hereinunder (the “Standard Terms and Conditions” or the “Agreement”) these terms apply to government entities and the private business sector (collectively the “Customer(s)”), By requesting or using the Services, the Customer agrees to be bound by this Agreement.

Salam hereby grants Customer a restricted, personal, non-transferable, non-sublicensable, and revocable license to access and peruse the contents of this Agreement.

Customer agree not to use any information from Salam’s website for any purpose (direct or indirect) without Salam’s prior written authorization.

Both Salam and Customer hereby agree to abide by the terms of this Agreement and shall be subject to the Applicable Law(s) in the Kingdom of Saudi Arabia;

The Services provided herein are in accordance with this Agreement and are also subject to the following rules and regulations:

Prevailing Terms and Evidentiary Rules

(a) The Customer acknowledges that by signing the Service proposal or issuing a purchase order referencing Salam’s Services, the Customer agrees that these Salam Standard Terms and Conditions (available at [URL]) shall govern and supersede any conflicting or additional terms contained in any Customer purchase order, quotation, or correspondence. Any such differing or additional terms shall be deemed for administrative convenience only and shall have no contractual effect unless expressly agreed in writing by both Parties.

(b) The Parties acknowledge that Salam’s system-generated records, ESAN, invoices, and usage reports shall constitute prima facie evidence of Service delivery, acceptance, and usage unless proven otherwise. Electronic records and digital signatures maintained by Salam in accordance with applicable Saudi Evidence Law and Electronic Transactions Law shall be admissible and binding evidence in any dispute or proceeding.

(c) This Agreement, together with the Service proposal and any Special Terms expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, purchase orders, or agreements, whether written or oral, relating to the same subject matter.

Rules for Interpreting This Agreement

Definitions

Applicable Law(s): means the laws, regulations, orders, judgments, decrees, rules, policies, procedures, guidelines, circulars, and other requirements of any relevant governmental authority in Saudi Arabia, including Salam’s policies/bylaws and any executive regulations, instruction, guidance, requirements, or circulars issued or promulgated by the CST.

Calendar Days: means all days in the week, including a public holiday in Saudi Arabia in which any act or transaction contemplated by this Agreement is to be performed.

Charges: means all or any charges payable by Customer for each Service, as set forth in the relevant order form, including, without limitation, any one-time fees, recurring, usage, rental, VAT or other fees mentioned either in the Service proposal document or order form in relation to a Service.

Confidential Information: means any knowledge and information (whether written (in whatever form) or oral) relating to Salam’s facilities, premises, systems, security, procedures, products, business strategy (including the existence of and its position in any dispute in relation to this Agreement), employees, officers, contractors, agents, suppliers and contacts, and any other information that may be marked confidential or that the recipient ought reasonably to have known was confidential, pursuant to this Agreement;

Customer Hardware: means physical components or devices that may be owned or utilized by Customer to avail the Service from Salam.

Initial Period: means with respect to a Service has the meaning given in the relevant Service proposal given by Salam to Customer or binding period of the Service validity.

Party: means either Salam or Customer and Parties means both Salam and Customer, further this may also include a permitted successor or an assign of that Party.

Personal Data: means as defined under Saudi Arabia’s Personal Data Protection Law;

Ready for Use Date or Service Commencement Date: means the earlier of (a) Customer’s signature of ESAN; or (b) five (5) Business Days after Salam’s notice of readiness with no substantiated rejection by Customer.

Service(s): means an IT/telecommunication service supplied/provisioned by Salam to Customer and to be provided in accordance with this Agreement and Special Terms including any third-party services resold by Salam subject to the third-party’s end-user terms.

Service Agreement: means the subsequent mutual written agreement signed by both parties that will replace this Agreement in effect.

Service Description: means the services proposal outlining the scope, responsibilities etc. and detailing therein explaining the service(s) that are offered by Salam.

Special Terms: means the Service specific terms and conditions regarding the provision of services and supplementing the Agreement.

Abbreviations

Scope

This Agreement applies to all orders placed by Customer relating to the Services to the extent that the Parties have not expressly specified otherwise in the Service Agreement.

Customer(s) agree that placement of an order is considered an acceptance of this Agreement together with any applicable Special Terms for that Service.

Ordering Method

Customer is required to submit their requests for availing Services through electronic mail addressed to the Salam’s designated account manager for the Customer.

In case the Customer is requesting a Service from Salam for the first time, then the Customer is required to provide Salam with copy of its commercial registration, license, entity ID or official letter from the concerned governmental bodies. For governmental authorities and other bodies that are not subject to Ministry of Commercial Rules, an official approved authorization is required. In case the Customer is already registered with Salam, then Salam is entitled to request Customer to provide any additional/updated document.

On Customer receiving Service proposal providing written acceptance (including email acceptance by an authorized representative), it would be considered as an acknowledgement and approval of the Services as per terms listed in the proposal.

Use of the Services without ESAN may evidence acceptance only where Salam has issued a readiness notice and Customer has not provided a substantiated rejection within five (5) Business Days.

Acceptance of the Services by Customer shall be deemed on the date Salam notifies Customer of Ready for Use Date and Customer has not, within seven (7) days commencing from the date of such notification: (i) signed the ESAN, or (ii) informed Salam that the Services is unavailable or does not meet the criteria for the requested Services;

Customer will designate an authorized representative who will interact and communicate with Salam directly with matter relating to authorization letter, service delivery, failure report, SMS messaging, Service-related inquiries, including service features like upgrades/downgrades or ordering new features/services and Salam will not be responsible or liable for all or any actions undertaken under instruction of the authorized representative of Customer.

Salam retains prerogative or right to reject extending its services to customer, if there is default in payment of undisputed dues to Salam or any other service provider.

If a Party engages in dishonest or deceitful negotiations or prematurely terminates the negotiation process in bad faith, then that party shall bear full responsibility for any resulting damages incurred by the opposing party. Such damages shall not encompass compensation for any anticipated loss of profits arising from the Services currently under negotiation.

Financial Guarantee

Salam may at any time require a bank guarantee from the Customer either: prior to commencing the delivery of services or in the following situations:

Any bank guarantee shall be from a Saudi bank and in a form reasonably acceptable to Salam.

Prior of Ready for Use Date, Salam shall have the right to request Customer to provide the requested bank guarantee.

Salam is entitled to deduct any amount due from the bank guarantee submitted by Customer and the remainder amounts shall be returned to Customer after expiration or termination of the services in sixty (60) days upon written notice from Customer.

The bank guarantee or the remaining value shall be kept in the books of accounts for period of two (2) years after the event of expiration or termination of the services, if Customer fails to assert their claim to Salam during that period, then the Customer shall be considered to have relinquished their right to receive such amounts to Salam.

Duration

This Agreement shall come into force on the Service Commencement Date with regards to the Service ordered by Customer from Salam and shall continue until the expiry or termination of the last service by the Parties unless terminated in accordance with the provisions of this Agreement.

Salam’s Obligations

Customer(s) Obligations

Services including equipment, software, or any other products provided by Salam to Customer must not be utilized, allowed for use, or modified by the Customer in any way that contravenes the Applicable Law (s) of the Kingdom of Saudi Arabia or any breach of this Agreement or the Service Agreement.

Customer(s) shall be responsible for setting up and maintaining internal wirings, connections and terminal devices and equipment located within Customer site and related to provided Service(s), unless these terminal devices and equipment are provided by Salam, where Salam bears the responsibility of their maintenance.

Any illegal use of such Services shall be the sole responsibility of Customer and Customer shall indemnify Salam for any resulting damages or consequences.

Customer must ensure timely payment of the Charges, deposit, and any other payments as mentioned in the Service proposal or this Agreement or Service Agreement.

Salam has the right to enter Customer's premises or any other sites that Customer occupies or manages and to remain on such locations as long as it is needed to perform any necessary repair, inspection work, or other services related to equipment, software or associated tools that are needed to provide a particular Service to the Customer.

Customer is to comply with the terms of any licenses that accompany software used in Salam's hardware or equipment. Customer also acknowledges and respects any intellectual property or third-party rights related to Services provided by Salam or the installation and use of equipment on the Customer's site, which may include telecommunication devices and equipment. Customer undertakes to protect the product and Services provided by Salam from virus, parasitic etc. that may adversely affect Salam’s devices. Salam grants no warranties regarding Customer’s own software or equipment; Customer is responsible for securing its environment and credentials.

Customer must be registered with CST in case of providing call center services or any other regulated activity and must comply with the Applicable Laws in this regard.

Charging, Invoicing and Payment

Upon the Service Commencement Date, the billing for the Services provided by Salam to Customer shall take effect and become enforceable. So, therefore in consideration of Salam providing the Services, Customer shall pay to Salam all applicable Charges without any deduction, withholding or set-off except as required by law (including withholding tax) or as otherwise expressly agreed by Salam.

All sums due to Salam shall be payable by Customer in advance or as specified in the Service proposal on the date of receipt of an invoice.

Services provided by Salam in Saudi Arabia will be subject to value added tax (“VAT”) effective of the enforcement date by Zakat, Tax and Customs Authority (“ZATCA") ("VAT Effective Date”). Thus, in compliance with ZATCA directives, Salam shall charge, collect and settle to ZATCA applicable VAT on its Services. Customer agrees to pay from the VAT Effective Date applicable VAT for Services utilized under this Agreement by the Customer notwithstanding the date of this Agreement or any purchase order (“PO”).

In case of late payment by Customer, Salam reserves the right to charge late fees at a rate equal to two percent (2%) per annum on outstanding amounts from the due date thereof until judgment (or, if no judgment, the date on which payment is received in full by Salam). Late fees shall continue to accrue notwithstanding termination of this Agreement, order or Service Agreement, for any cause whatsoever.

In case of Customer requesting for relocation or reallocation of Service already deployed and provisioned, then Salam may consider performing a feasibility study on the Customer’s request and thereafter Parties may arrive at a commercial agreeable cost for such an activity.

Challenging the Invoice

If the Customer disputes in good faith an amount from an invoice, then it must notify Salam in writing within fourteen (14) Calendar Days of the date of the invoice setting out the reasons with all necessary supporting for its dispute and the amounts in dispute.

In accordance with this clause No.10 (CHALLENGING the INVOICE), Parties must attempt to settle any disputed invoice between them arising out of or relating to this Agreement, including the formation, performance, interpretation, nullification, termination or invalidation of this Agreement, by conference and negotiations.

If the Parties are unable to resolve such a dispute within thirty (30) Calendar Days, then Parties must promptly refer the matter to their respective chief executive officers (or persons of equivalent standing). If the Parties’ chief executive officers (or persons of equivalent standing) are unable to resolve such a dispute within seven (7) days after the referral, If unresolved within the periods above, the Parties must promptly refer the matter to arbitration under clause No. 18 (RESOLUTION OF DISPUTES).

Where an invoice is in dispute, any undisputed portion shall be paid by the due date without prejudice to either Party’s rights with respect to the disputed portion of the invoice.

Liability

Neither Party shall be liable for negligence, loss of revenue, loss of profit, loss of data, loss of goodwill, or otherwise due to, arising out of or in connection with this Agreement to the extent such loss or damage is consequential, indirect, special or punitive, whether or not that Party had been advised of the likelihood of any such loss or damage. The foregoing exclusion does not apply to: (a) death/personal injury; (b) fraud or willful misconduct; (c) breach of confidentiality/PDPL; (d) IP infringement; (e) Customer’s payment obligations.

Where a Service provides for a system of rebates or credits against Service interruptions or quality of Service, such rebates or credits shall be the exclusive remedy of the Customer in respect of the event giving rise to the rebates or credits.

Except for Customer’s obligation to pay any Charges due hereunder, each Party’s liability to the other Party for any and all direct damages claims arising under this Agreement, whether in contract, tort (including negligence) or otherwise shall be limited to the Charges paid or payable by the Customer for the affected Service in the twelve (12) months preceding the claim.

In no event shall Salam’s third-party suppliers be liable to the Customer for any loss arising out of the provision of Services hereunder and Customer hereby waives the right to make any claim against any of Salam's third-party suppliers.

Indemnity

Each Party hereby agrees to defend, indemnify and hold harmless the other, its directors, employees and customers (the “Covered Entities”) from and against all damages, costs, and fees awarded in favor of third parties as a result of claims, actions or demands brought against the other and/or any of the Covered Entities in relation to this Agreement, Party's network or equipment, data or their business or the activities of their employee’s or agents related to the Services (the “Covered Claims”), and said Party shall defend, indemnify and hold harmless the other and each Covered Entity from and against all claims, demand, liabilities, direct losses, damages, expenses and costs (including reasonable attorney fees) (collectively, “Losses”) suffered by the other and each Covered Entity which Losses result from or arise out of a Covered Claim. For clarity, Salam’s indemnity excludes claims arising from Customer’s misuse, non-compliance, or Customer-provided equipment.

Each Party will provide the other Party with prompt written notice of each Covered Claim of which it becomes aware and may elect to participate in the defense and settlement of the other Party’s Covered Claim, provided that such participation shall not relieve either Party from any of its obligations under this Agreement.

Customer shall indemnify, defend and hold harmless Salam including their, directors, employees, agents and contractors from any and all liability, damages, costs and expenses (including reasonable attorneys’ fees and expenses) that Salam may incur as a result of (a) gross negligence or willful misconduct of Customer in the course of Services usage by the Customer in accordance with this Agreement; (b) any third party claims resulting from Customer’s breach of this Agreement or Applicable Laws; (c) any unauthorized access to Salam's Services (including the maintains) or damage to, alteration of the Services resulting in disruption of Services, theft, destruction, loss of data or other equipment; or (d) death or personal injury resulting from negligence of the Customer or its representatives.

IP Indemnity (Salam): Salam will defend Customer against third-party claims that the Salam-provided Service infringes IP, and pay final damages/settlements, provided Customer promptly notifies, cedes control, and cooperates. Salam has no obligation for (i) combinations not supplied by Salam, (ii) Customer modifications, or (iii) use contrary to documentation. Remedies: procure rights, modify, replace, or credit and terminate the affected Service.

Protection of Privacy

Personal Data Protection

In accordance with applicable data protection laws and regulations, Salam have the authority to collect Personal Data of customer(s) during the registration process / completing forms / sending emails related to requested products or Services, inquiries, requests, or any other situation in which the customer has voluntarily provided information to Salam.

Salam shall take due care of the Personal Data and ensure its safekeeping throughout the Initial Period or term of the Service Agreement.

This Agreement shall be governed by the Personal Data Protection Law issued pursuant to Royal Decree No. (M/19) and Amendment pursuant to Royal Decree No. 148 and/or CST, and also Salam shall fulfill all the obligations set forth under the applicable regulations related to Personal Data Protection Law.

Privacy and Confidentiality

Salam acknowledges and appreciates the interest of its customer(s) in its services and recognizes the importance of their rights to privacy and confidentiality. Therefore, Salam is fully committed to protecting the privacy and confidentiality of the customer(s) on this site. Salam will take all reasonable and necessary steps to ensure that the storage and transfer of customer(s) data is done in a secure manner through the internet, utilizing the current common technologies available. This commitment extends to all personal information collected automatically or through tools that allow computers to communicate with visitors during their visits to the site. Salam will ensure that all such data is stored and transferred in a secure manner, in accordance with the highest standards of data protection and privacy.

Both Parties shall comply with Applicable Laws and best practices relating to data privacy and data security.

Suspension

On reasonable prior written notice, Salam may suspend the provision of the Service either in whole or in part for such period as may be reasonably required by Salam to carry out work relating to exceptional activity of emergency repair, maintenance or improvement of Services, software or maintenance of the Services, provided that: (1) Salam agrees the times of such work and duration the suspension with Customer in advance, and (2) agrees to promptly resume the provision of the Services on completion of the work;

Without prejudice to its other rights under this Agreement, Salam may upon providing written notice of ten (10) days, elect to suspend provision of the Services forthwith until further notice if: (1) from a billing or payment dispute) or (2) Customer is otherwise in material breach of the terms of this Agreement (provided in each case that the provision of the Services is promptly reinstated once Customer has remedied the breach). Salam may immediately suspend the Services if Salam is obliged to suspend the Services to comply with any order or instruction of the CST, government or other regulatory authority whose instructions and/or directions have the force of law.

Customer may request Salam for suspension of Service for a period of not more than three (3) months, whereby the Customer may have the option to either pay the requisite Charges of the suspension period as per the Service proposal agreed or the tenure of Initial Period would be suitably extended for the suspension period without any charges.

Termination

Either Party shall have the right to terminate this Agreement with immediate effect in the event that a liquidator, administrative receiver, administrator, or receiver is appointed in respect of the whole or part of the assets and/or undertaking of the other Party or the other Party enters into an arrangement or composition with its creditors, or commences to be wound up (not being a member’s voluntary winding up for the purpose of a solvent reconstruction or amalgamation) or if it becomes unable to pay its debts, or other circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to make a winding-up order to the other Party;

Salam may terminate this Agreement with immediate effect, by giving notice to the Customer, if:

Customer shall have the right to terminate this Agreement for convenience, provided on completion of the Initial Period, after giving written notice to Salam:

Any errors or discrepancies in the account or written documentation shall not be impacted or influenced the validity of this Agreement.

If Customer terminates any of the services prior to completion/expiry of the Initial Period after signing ESAN, then Customer shall be obligated to pay Salam cancellation Charge as per the rate mentioned in the Service proposal or for the remaining period of Initial Period, whichever is higher.

Upon the occurrence of termination of this Agreement, Customer shall be forfeited by Salam from any licenses, rights, and privileges granted to them under this Agreement.

Any and all Charges for the Services including outstanding amounts owed by Customer to Salam, up to and including the date of termination, shall be immediately due and payable;

The customer is obliged to return any equipment provided by Salam within thirty (30) days of the termination date in good working condition, excepting for reasonable wear and tear. Failure to return such equipment within the said time frame herein may result in additional charges to the Customer.

Assignment

Customer shall not have the right to assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Salam.

Salam may assign this Agreement to an Affiliate with notice; any other assignment requires Customer’s consent not to be unreasonably withheld.

Complaints

Upon receipt of Service complaint from Customer, Salam shall process the complaint in accordance with the terms and conditions set forth in the Service Level Agreement.

The Customer shall be responsible for verifying the operational status of their connections and any software and/or equipment within their premises prior to initiating communication with Salam. This responsibility shall exclude any connections or equipment that have been installed or provided by Salam within the Customer’s premises, or those that fall under the purview of Salam’s obligations as agreed upon with the Customer.

Resolution of Disputes

The Parties shall first seek to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement amicably and in good faith.

If the dispute is not resolved within ten (10) calendar days from the date one Party notifies the other in writing of such dispute, the matter shall be escalated to the Chief Executive Officers (or their authorized delegates) of both Parties for discussion and possible settlement within a further ten (10) calendar days.

If no settlement is reached, either Party may refer the dispute for resolution in accordance with Clause 19 (Governing Law and Jurisdiction).

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the Applicable Laws of Kingdom of Saudi Arabia

All disputes arising out of or in connection with this Agreement, shall be subject to the exclusive jurisdiction of the competent courts in Riyadh, Kingdom of Saudi Arabia.

Miscellaneous Provisions

Force Majeure: Except as to payment obligations of Customer, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, cyberattacks, acts of God, earthquake, flood, cable cut, embargo, riot, sabotage, terrorism, labour shortage or dispute, governmental act or failure of the government, provided that the delayed Party: (a) gives the other Party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.

Product Use:

Marketing: Customer agrees to allow Salam to include Customer in a list of Salam Customers upon activating the Services.

Amendments: No amendment to this Agreement whether it combined or individually shall be effective unless it is made in writing and signed by the Parties.

Waiver: No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

Intellectual Property Rights: All intellectual property rights, whether existing prior to or arising during the performance of this Agreement, shall remain the property of the Party that created or owned them. Each Party grants the other a limited, non-exclusive, royalty-free right to use its intellectual property, trademarks, or materials solely to the extent required for the performance of this Agreement and within the Kingdom of Saudi Arabia. Nothing in this Agreement shall be construed as transferring ownership of any intellectual property, and all rights not expressly granted are reserved by Salam.

Confidentiality:

Severability: If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

Special Terms with regards to the respective Service(s)

Business Internet Services Terms and Conditions

Connectivity Solutions

Customer understands and agrees that the equipment (defined hereinafter) provided herein for availing the Services shall always remain the property of Salam. The Customer shall be liable for any damage to this equipment installed on Customer’s premises, including, without limitation, losses due to vandalism or theft. Salam remains the sole owner of the Equipment, unless expressly stated otherwise in the Service proposal. The Customer shall be responsible for any loss or damage beyond reasonable wear and tear, and shall compensate Salam for the repair or replacement cost as applicable. “Equipment” means hardware, routers, devices or any other material that is provisioned/installed by Salam as may be required for availing of Service agreed herein.

Customer(s) should keep the equipment free and clear of all or any liens and not use the equipment for any purpose or in any manner other than as preapproved by Salam. upon termination of this Agreement or the Service to which the Equipment relates that are in the care and custody of Customer, the same shall be returned to Salam, in good working order, reasonable wear and tear is accepted.

Salam is not responsible for the installation, maintenance, compatibility or performance of any equipment or software belonging to the Customer.

If any Customer equipment is likely to cause hazard or an impairment of Salam’s service, the Customer shall promptly eliminate such likelihood at Salam’s request.

Customer(s) must cooperate with Salam in configuring and managing the Customer equipment needed to interface with the Service provided by Salam.

If Salam has placed Equipment on Customer’s premises, then Salam, its representatives and agents will have access to carry out any of its obligation’s/inspection/ maintenance or repairs with respect to the Equipment, always taking into consideration Customer’s reasonable security requirements.

Where Customer delays, restrict, or otherwise deny Salam reasonable access to its premises, Salam shall not be liable for, and Customer shall not be entitled to Service credits or other compensation with respect to an interruption of Service, to the extent that such acts are directly associated with the Customer.

Customer shall ensure that the Equipment will have proper air-conditioning, electricity and other utility services and environmental conditions at their premises.

5G Business Wireless Internet

Salam to issue monthly invoice for Service on 28th of the Gregorian month and Customer shall ensure that payment be made using either: (i) SADAD services; or (ii) Wired Transfer to Salam account before the payment due date as mentioned in the said monthly invoice.

SIM cards for the Services shall be activated by Salam on receipt of all necessary supporting documents from Customer.

Salam's 5G infrastructure will be used to provide fixed wireless access services, whereby it’s agreed that quantity of information available on Service(s) is boundless.

Customer may avail a complimentary trial of Service for two (2) working days, commencing from Ready for Use Date. If 5G coverage is not available during the trial period, then Customer will receive a full refund of NRS/MRC actually paid for the trial month if coverage is unavailable and misuse is not identified.

Activation of service is limited to the Customer nearest Salam 5G base station (SIM-lock).

Regards the CST Resolution No. 457/1442, Salam pledges adherence to technical and regulatory prerequisites. Salam is committed to complying with the seventh paragraph of the said Resolution, that stipulates devices utilized under this Service package be assigned to a specified range of Internet Protocol (IP) addresses.

Prior to issuing any notification to the Customer by Salam regarding the Ready to Use Date, the Customer shall be provided with clear and concise information concerning the 5G coverage areas and the quality of service to be expected prior to subscribing to the Service.

The option for Customer to seek relocation and transfer of service would be subject to Salam’s coverage feasibility.

Salam has the right to lock those device(s) used for availing the Service procured by Customer to their network during the Initial Period.

Pursuant to Cl. 1.2.9 above, Salam has the right to retain any device after expiration or early termination of Services.

Customer agrees to pay Salam a sum of SR 3,572 towards installations fees, which may be refunded after deduction of dues post completion of one-year contract.

In case of early termination i.e. prior to completion of one year period by Customer then Customer will pay for the remaining amount of installation fees divided by the remaining months, 256 riyals per month, calculated on the remaining months of the Service.

Managed Services Terms and Conditions

Colocation Hosting

Customer shall install its equipment (the “Customer Equipment”) in the co-location space of Salam after obtaining the appropriate prior authorization from Salam.

Salam’s Data Centre means or may include either Salam owned/leased property, wherein customer(s) is seeking a co-location space. Customer is required and shall be responsible for all transportation / packaging / unloading / installation of Customer Equipment at Salam’s Data Centre.

To maintain security of Customer Equipment, Salam requires Customer and their employees to comply with any co-location area access procedure communicated by Salam and agreed upon by the Customer on signing of the ESAN. Only individuals for whom Customer have identified as Customer representatives will be permitted to enter a co-location space. However, Customer shall have the right to update such list by sending a written notice to Salam in this respect.

Customer will be responsible for procuring at its own cost for the initial connection from Salam and any additional connections that may be required towards availing of Service. Customer will also be bound to order for any necessary cross-connects from Salam.

Customer is responsible for maintaining necessary insurance for operation of the Customer equipment in the co-location space, which may include business losses and interruption insurance, comprehensive general liability insurance and employer’s liability insurance. Customer shall name Salam as an additional insured on general liability insurance. Customer will also maintain insurance against any damage to Salam premises or Salam equipment or other customer equipment because of its use of the co-location space or any activities of its employees or agents in relation to the services. Such cover includes restitution of such direct damage.

Salam has a right to cut all Services for sudden repairs or emergencies with prior notice where practicable, and in any event as soon as reasonably possible to the Customer before such Service(s) disruption.

Salam assumes no liability for any damages to or losses to any Customer equipment or data resulting from any causes other than for Salam’s willful misconduct.

Business Continuity

Salam will make all reasonable efforts to grant immediate access to the Customer where an unplanned event has occurred which requires that Customer makes use of alternative office space to conduct Customer’s business.

It is agreed herein that the total number of staff granted access will be calculated on the total number of office-space seats plus total number of manager’s office.

Customer represents and hereby undertakes that no use will be made at the business continuity facility other than to carry out operational functions essential to the continuation of its business, and to conduct tests thereof.

Voice Services

Usage Charges of business trunk: Customer will receive an invoice which includes the due Charges for the period starting from the Service Commencement Date until the 1st of the immediate subsequent month. Thereafter, invoices shall be provided on monthly basis pertaining to the Charges due for each subsequent month. Unless stated otherwise to the contrary under the order form or Salam Standard Terms and Conditions, all Charges shall be invoiced in arrears.

Customer agrees that the minimum commitment period for Service shall be twelve (12) months, or such other period as may be specified in the Salam Service proposal shall be superseded (“Commitment Period”), wherein the start would be from the Service Commencement Date. Auto-renewal: month-to-month after completion of Commitment Period; Customer may terminate at renewal on 30 days’ notice without penalty.

Customer shall ensure that it does not use services provided under this Agreement for any virtual or physical call center from outside the licensed region of Salam. Also, Customers should not generate international calls from outside of the Kingdom of Saudi Arabia by either inbound or outbound.

Managed Cyber Protection Services

Salam may install and configure the Service for the Customer remotely through a digital application.

Lead time and service availability shall be subject to resources and feasibility check after order confirmation.

Any additional requirements or components not included in the service(s) proposal shall be considered as additional quantities and shall be priced independently.

Other Cloud Services

Azure Stack

Delivery of service shall be from 2 to 4 weeks on receiving the PO and Customer accepting the third party (Azure’s) terms of such service provider.

Any advance payments from Customer shall be subject to the capacity availability in Salam cloud infrastructure prior to delivery of the service.

Any delay from the Customer’s end as stated above including scope of work will allow extra delay on Salam’s delivery of Service.

Customer would solely be responsible and liable for any installation of software on the cloud Service provisioned to them and indemnify Salam for the said act.

In case of emergency or any kind of data loss or unintentional attack to the services, Salam will endeavor to keep a transferable backup version of the data.

Additional charges may apply in case Customer orders any pay-as-you-go service. Charges will be calculated based on Customer’s usage.

Public Cloud Services

Customers shall be responsible for any delay or subject to a change request in case they provide inaccurate or incomplete information.

Written detailed scope of work will be discussed and agreed with Customer on receipt of signed PO by Salam.

All the Service(s) order forms shall be subject to end user agreement that has been shared by third-party as part of Service.

Salam may require additional information to verify the proposed solution at any time to meet the Customer expectation during project activities.

Customer(s) shall provide facility access and work permission to Salam or its representative to conduct design, implementation, repair, replacement or testing.

Customer(s) should be responsible for purchasing; installing, configuring and maintaining any component not included in the proposed solution from Salam.

Customer data is considered confidential and shall not be disclosed except by a written approval from the Customer or its authorized representative.

Customer understands that Network configurations, cabling and applications configurations are out of Salam’s scope.

Salam’s provision of third-party Software licenses to Customer is in accordance with the respective vendor's software licensing program agreement with Salam.

Any use, disposition, export, and re-exportation of the equipment to be supplied as part of Service are subject to US export control laws, regulations and directives, which among other things, prohibit the making of false statements and concealment of any material information regarding the use or disposition, export or re-export of the equipment, which are not authorized in accordance with the provisions of this Agreement.

Customer agrees that activation or continued use of the foregoing Services, or any related services herein, is conditional upon the Customer’s acceptance and compliance with all applicable third-party provider terms and conditions. Such acceptance shall be a mandatory prerequisite to service activation. Salam shall not be liable for any outage, suspension, pricing change or change in third-party licensing or service policies beyond Salam’s reasonable control.

Mobility

Usage Charges will be considered from the Service Commencement Date, Customer will receive an invoice which includes the due Charges for the period starting from the Service Commencement Date until the 1st of the immediate subsequent month. Thereafter, invoices shall be provided on monthly basis pertaining to the Charges due for each subsequent month. Unless stated otherwise in the Order Form or Salam Standard Terms and Conditions, all Charges shall be invoiced in arrears.

Salam has the right to request the Customer for an advance payment option. Charges shall be subject to the Service proposal.

Initial Period shall be twelve (12) months, or such other periods as may be specified in the Salam Standard Terms and Conditions which shall be superseded, whereas the starting or commencement of Service shall be from the Service Commencement Date.

Any special terms shall be listed for Customer’s view under the Service proposal. All packages of this service are subject to monthly credit control.

Upon the expiration of the Contract Period and in the absence of automatic renewal, the monthly charges shall cease, however, all pertinent information regarding the Service shall be retained. Termination and Effect of Termination of the Services shall be subject to the provision of this Agreement.

In the event of termination under this Agreement, if there is any other Service that remains active, it shall be promptly ceased.

The charges for using mobile services while roaming are determined by the wholesale agreements that Salam has with various international operators.

When determining the availability:

Additional Special Terms

7. Upon the expiry of the Initial Period, the Agreement for the Services shall be automatically renewed on a month-to-month basis, unless terminated by either Party upon thirty (30) days written notice to the other Party (“Renewal Commitment Period”). As a condition precedent to the provision of Service, Customer shall grant Salam unrestricted access to the sites and perform all its obligations set forth in the Service proposal with due diligence.

8. Other than the Customer-Provided Equipment (CPE) set forth here in the Service proposal that shall be provided by Salam as part of the Service, all other equipment, cables, connections, network, hardware, software or the same that are necessary for the successful operation of the Services, shall be provided and maintained by Customer.

9. Billing cycle for Business-Trunk or Cloud Unified Collaboration service is the same as business Services of Salam (i.e. at the end of each the month). Customer’s PO shall refer to the proposal reference set in Salam proposal document, and shall set the applicable NRC, MRC, and usage for the Service as per the Service proposal.

10. If Customer PO’s have multiple locations, each circuit shall have its own date of activation, and billing shall start according to the actual activation date of each circuit.

11. In case some of the Customer sites are out of Service coverage, then Salam will notify Customer with additional cost for the uncovered sites, Customer might be required to revise the exist PO or to issue new PO for the subject additional cost.

12. In case Salam is offering a fixed line connectivity as part of their Service(a), then the Fiber pulling or providing connectivity is subject to government approvals.

13. Customer shall allow and facilitate Salam access to the Customer’s premises for the installation, inspection, and scheduled or emergency maintenance of network devices and elements relating to the Service.

14. Upon the Service installation and commissioning purposes, Customer shall sign the acceptance form to start the Service Commencement Date and accordingly billing will start immediately. For the avoidance of doubt, Customer shall notify Salam within three (3) business days from the receipt of Salam’s notice that the Service does not comply with the Agreement and is not Ready for Use Date, else billing will start automatically.

15. Customer shall not, without prior written consent of Salam, permit to rearrange, disconnect, remove or attempt to repair or tamper with Salam’s network device or element.

16. Customer shall be responsible for maintaining the proper environment for Salam’s network devices and elements in the Customer premises.

17. Customer shall reimburse Salam for the actual and reasonable cost of replacing any Salam’s network devices and/or any stolen, damaged or destroyed elements.

18. Salam shall not be responsible for the operation or maintenance of any Customer’s Equipment.

19. Salam undertakes no obligations and accepts no liability for the configuration, management, performance or any other issue relating to any Customer Equipment.

20. Service Addons such as additional channels, landlines, advanced SLA are on the website, it can’t be ordered alone, if the link is disconnected, add-ons will also be disconnected.

21. Backup service utilizing the same channels and landline numbers of main link, it can’t be ordered alone or kept alone, in case main link disconnected, backup will be disconnected.

22. The Customer may request to increase or decrease the credit limit; however, it is Salam’s sole right to reject, without reason, any Customer’s request for increasing the credit limit. Suspended outgoing calls will be resumed upon full payment of the Charges due to Salam.

23. By accepting Service proposal, Customer admits knowledge of the benefits, monthly subscription, payment types and payment option for the Service agreed under the Service proposal, which is considered acknowledge due diligence. Customer(s) shall be bound and will fully observe and comply with terms and conditions stated in Service proposal.

24. Unless otherwise authorized in writing by Salam, Customer shall not resell the Services provided hereunder to any third party.

24. Customer shall always be solely responsible for the security of their IT & telecom systems at Customer premises and its protection versus hacking or any similar fraudulent actions and on the misuse of the Service by any user having access to the Service. Customer shall be solely held liable for the consequences and damage that may result from such hacking, fraudulent action or misuse.

25. Customer has taken all necessary action to authorize the signing, delivery and performance of this Agreement in accordance with its terms.

26. Customer acknowledges that they have all powers to enter and perform its obligations under this Agreement and can do so without the consent of any other person.

27. There are no actions, suits or proceedings pending or, to such the Customer’s knowledge, threatened, against it before any regulator or government agency that question or challenge the Customer's right to enter or perform this agreement, or which question or challenge the validity of this agreement.

28. Customer is responsible for obtaining and maintaining all authorizations necessary to operate its telecommunications system, if any, according to Applicable Law.

29. Customer shall not connect or knowingly permit the Service connection to its telecommunications system of anything that is not approved by the relevant regulator or government authority for attachment to its telecommunications system.

30. The Customer confirms that:

31. In case of any conflict between Special Terms and the Agreement, the Customer agrees that the Special Terms shall prevail.

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