SAAS Terms & Conditions

“Non-public Information” means information maintained, owned, or controlled by AIEMS that is not publicly known or whose access is restricted internally by AIEMS and includes:
Any business-related information of AIEMS that the tampering with which, or unauthorized disclosure, access, or use of which, would cause a material adverse impact to AIEMS’s business, operations, or security and includes: (i) trade secrets; (ii) intellectual property; (iii) AIEMS business operational and financial information, customer lists, business forecasts, marketing plans, pricing information, product or business proposals, investment information, litigation claims, regulatory findings, materials subject to attorney-client privilege, projects and similar documents; (iv) technical or security information.

“Personal Data” means any information that AIEMS has access to, obtains, uses, maintains, or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

“Security Breach” means any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, any Personal Data processed by AIEMS.

SOFTWARE AS A SERVICE TERMS AND CONDITIONS

These Software as a Service Terms and Conditions (“SaaS Terms”) apply to any Software as a Service offering licensed by on or after October 30, 2023, and are in addition to the General Terms and Conditions if the Parties are contracting via LOE (Letter of Engagement) or PO (Purchase Order). The applicable Product Specific Terms and the related Service terms are identified below.

1. SERVICES

1.1 Hosted Service. AIEMS FCS & CEST will make available to Client those components of AIEMS’s cloud-based solution and other related software and services (the “Hosted Service”) described in a COF.  AIEMS will also provide to Client user guides, documentation, and training materials (including any updates or amendments thereof) regarding the Hosted Service that AIEMS makes generally available to its clients (the “Documentation”).

1.2 Implementation Services. To the extent implementation assistance is required, AIEMS will provide implementation services as set forth in the applicable Product/Service Specific Terms, or as included in an SOW or LOE (“Implementation Services”).

1.3 Other Services. AIEMS may also provide to Client services other than the Hosted Service or Implementation Services as described in the COF or in the Product/Service Specific Terms (the “Other Services”), which may be subject to additional fees and terms as agreed by the Parties.  The Hosted Service, Implementation Services, and Other Services are collectively the “Services”.

1.4 Maintenance and Technical Support.  AIEMS may install software updates, bug fixes, upgrades, and error corrections in the Hosted Service as AIEMS deems necessary from time to time, provided that the updates or installations are not inconsistent with the Agreement.

1.5 Suspension of Access to Hosted Service. AIEMS may suspend Client’s access to the Hosted Service at any time: (a) to prevent damage to, or degradation of, AIEMS’s network integrity; (b) if Client has failed to pay any amounts for thirty (30) days after AIEMS notifies Client of past due amounts; (c) if Client has breached the Agreement in a way that affects AIEMS’s provision of the Hosted Service or infringes on AIEMS’s or any third party’s intellectual property rights; or (d) if Client violates applicable laws, any obligations of confidentiality or privacy to any third party, or governmental regulations, or is subject to a court order requiring suspension. If suspended, AIEMS will promptly restore the use of the Hosted Service to the Client after the event giving rise to the suspension has been resolved to AIEMS’s reasonable satisfaction.  Any accounts that are restored after suspension under subsections (b), (c), or (d) may be subject to AIEMS’s then-current reactivation fees.  The client is not entitled to a refund or credit on any fees if access to the Hosted Service is suspended under subsections (b), (c), or (d).

2. RIGHTS

2.1 Right to Use the Hosted Service. Subject to Client’s timely payment of all applicable fees, AIEMS grants to Client, during the term of the corresponding COF, SOW, or LOE a non-exclusive, non-transferable license for Client’s Employees to access and use the Hosted Service for internal business purposes only (and not as a service bureau) as set forth in the Product/Service Specific Terms applicable to the licensed Service, subject to any limitations set forth in the Agreement. The client will not disclose or otherwise allow access to the Hosted Service or Documentation to any third party, including other system service providers, outsourcers, or any party that it should reasonably be aware may compete with AIEMS, except as AIEMS expressly permits in writing in each instance.  The Hosted Service includes unpublished software, trade secrets, and confidential or proprietary information of AIEMS or its licensors and is developed exclusively at private expense.

“Employee” means: (i) Client’s employees, and (ii) Client’s independent contractors who perform services on behalf of Client and have entered into written agreements with Client no less restrictive than the Agreement.  Independent contractors may not be competitors of AIEMS or its parent company, subsidiaries, or affiliates.

2.2 Use Restrictions. Client must not, on its own or through a third party: (a) access or use the Hosted Service or the Documentation to design, create or build a service or product that is competitive with the Hosted Service, or which uses ideas, features or functions that are similar to the Hosted Service; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute, lease, rent, loan, or otherwise commercially exploit or make available to any third party the Hosted Service or the Documentation; (c) combine or permit sharing of User Licenses by more than one employee; (d) use the Hosted Service to provide a service bureau; (e) modify, translate, or make derivative works based upon the Hosted Service or the Documentation or any part thereof, or directly or indirectly decrypt, decompile, disassemble,

USER LICENSE

3.1) Grant of License. Upon the execution of the COF and payment of the Subscription Fee, AIEMS grants to Client, and Client purchases from AIEMS, a limited, non-exclusive, non-transferable, non-assignable, renewable license to use the AIEMS Profile Manager portion of the Hosted Service during the Term and in accordance with the Agreement. Use of the AIEMS Profile Manager Hosted Service is limited to the number of User Licenses purchased by Client. Client will not use the Services or AIEMS Material as the sole basis for any employment action, including hiring or termination relating to any actual or potential Employees. During the Subscription Period client is allowed to: (i) create printed and electronic materials derived from or incorporating the text of the AIEMS Material (collectively, the “Derivatives”); (ii) reproduce the Derivatives in paper and electronic form; (iii) use and provide access to the AIEMS Material and Derivatives for the number of Employees listed on the Order Form; and (iv) use and display the AIEMS Material and Derivatives for Client’s internal business purposes only.  Absent any additional license, neither the AIEMS Material nor the Derivatives may be used in any multi-rater assessment including a 360-degree or other multi-rater feedback instrument; the only feedback use permitted under the Agreement is use of the Derivatives for annual performance appraisal involving the Employee who is the subject of the appraisal and his/her supervisor(s).  Unless otherwise authorized by AIEMS in writing, only Employees may access the Services or utilize the AIEMS FCS & CEST

3.2) AIEMS will provide a unique password to each user; this are AIEMS confidential information and may only be provided to Client Employees. Client is responsible for all activities that occur through the use of password(s) and must notify AIEMS of any unauthorized use of which it becomes aware or if any user is no longer employed by Client.

reverse engineer, or otherwise attempt to discover the source code of the Hosted Service or any portion thereof or its underlying ideas, techniques or algorithms, including the review of data structures or similar materials produced by the Hosted Service; or (f) directly or indirectly use the Hosted Service in violation of any applicable laws.  Except as explicitly granted in the Agreement, Client has no rights with respect to the Hosted Service or the Documentation.

3.3 Proprietary Rights. The Services, Programs, the AIEMS Data (excluding any Client Content included therein), and any modifications, configurations, enhancements or derivative works thereof to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and remain the exclusive property of AIEMS or its licensors.  No licenses or rights are granted to Client except for the limited rights expressly granted in the Agreement.

4. CLIENT BUSINESS DATA

a) Client Business Data. Delivery of some offerings is contingent on the timely submission of Client Data to AIEMS. “Client Data” means job title, division, business units, functions, location, representation of salary and benefits, gender, and any other data extracted from Client’s HR systems submitted via digital file(s) to AIEMS related to incumbents in Client’s organization. Submission of Client Data will be in accordance with AIEMS schedule as communicated to Client. Despite AIEMS review, the client remains accountable for the accuracy, completeness, and adequacy of their data. Problems, omissions, or errors relating to information quality and/or delays in providing such information may result in a delay in the project delivery date, and/or an increase in fees. The customer owns the business data we do not share without customer permission.

b) Client represents and warrants that it owns Client Data, and has the right to provide Client Data to AIEMS as contemplated under the Agreement and this SOW, and Client’s provision of Client Data will not violate any third party’s rights. Client’s Data must not infringe upon the rights of others, and must not contain any unlawful content. Client Data must not include any sensitive personal information unless the Client has the right to provide such information.

c) Client Data will be treated in accordance with AIEMS Global Privacy Policy, which is available on AIEMS website and incorporated into this SOW by reference. AIEMS may archive, manipulate, use and include Client Data in AIEMS databases and use de-identified data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, enhance and provide AIEMS products and services. Processed data is de-identified, aggregated, and published in databases used to create products and services. Client permits AIEMS to include Client’s company name as a participant in products and services.

4.1 Client Content. To facilitate AIEMS’s performance of its obligations under the Agreement, Client grants to AIEMS during the Term a limited license to use, process, and reproduce, any information or data related to Client that is input or uploaded into the Hosted Service by Client, provided by Client to AIEMS for entry by AIEMS into the Hosted Service, or otherwise provided to AIEMS by Client pursuant to the Agreement (the “Client Content”).

4.2 Data Usage and Data Security. AIEMS will use commercially reasonable efforts to adhere to the data security and privacy standards mentioned in AIEMS Privacy Policy section.

4.3 AIEMS Data. AIEMS may:
(a) collect data and metrics arising out of the Client’s use of the Hosted Service; and
(b) aggregate and analyze any metrics and data collected (collectively, the “AIEMS Data”).  The AIEMS Data will be de-identified to exclude any personally identifiable information.  Except as otherwise stated in the Product/Service Specific Terms, AIEMS will not use the AIEMS Data in a way that identifies the Client as the source of any data included in the AIEMS Data. Provided AIEMS complies with the two immediately preceding sentences, AIEMS Data does not constitute Client’s Confidential Information and AIEMS may provide the AIEMS Data to third parties.  AIEMS may use, reproduce, distribute, and prepare derivative works from the Client Content as incorporated in the AIEMS Data.

4.4 Rights Notices. The client will not remove any notices or legends that appear in the Services, Documentation, or on any output of the Services, that either identify AIEMS as the owner, or provide notice of the confidential and proprietary nature of the materials and their contents, including copyright notices, trademark symbols, and notices, and notices that the materials are “confidential” or “proprietary.”  Client’s obligation not to remove any notices applies in all circumstances, including when Client copies or distributes materials as permitted by the Agreement.

5. FEES.

5.1 Fees Will be invoiced upon execution of the applicable agreement, and annually in advance for renewals, and as additional services or licenses are added. Fees are non-cancellable and non-refundable regardless of whether the Client uses the Services during the Term. If the Client has received a discounted Fee in connection with a multi-year commitment and fails to pay the Fee for subsequent years when they are due, AIEMS will invoice the Client the difference between the standard fee and the discounted fee paid for previous years.

5.2 Taxes. Applicable taxes are to be paid by the customer at the time of purchase in accordance with UAE law.

6. WARRANTIES.

6.1 AIEMS warrants that the Hosted Service will substantially perform in accordance with the Documentation and that Services will be performed in a professional and workmanlike manner. As the Client’s sole remedy for defective Services, AIEMS will repair or replace such Services. AIEMS represents and warrants that it will exercise commercially reasonable efforts, including the use of industry-standard methods to detect and protect the Hosting Service and other electronically delivered materials against malicious program code insertions, and AIEMS will not knowingly introduce into the Hosting Service or other electronically delivered materials any virus or other malicious code.

6.2 Disclaimer of Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  AIEMS EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  AIEMS DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.

7. TERM AND TERMINATION

7.1 Term. Notwithstanding anything to the contrary in the Agreement, the COF may not be terminated for convenience.  The initial subscription period begins on the Start Date and continues for three (3) years (unless a different End Date is set forth on the COF) (the “Initial Term”).  Thereafter, subscriptions will automatically renew for additional three (3) year terms (each a “Renewal Term”) at AIEMS’s then-current rates unless either party provides notice of termination at least thirty (30) days prior to the expiration of the then-current term (the Initial Term and any Renewal Terms are collectively the “Subscription Period”). Client’s notice of termination must include written verification, executed by a corporate officer, that all AIEMS Material and Derivatives: (i) are no longer being used by Client; and (ii) have been destroyed in accordance the Agreement.  Client is responsible for all Fees due until the effective date of termination.  Unless otherwise set forth in the corresponding COF, SOW, or LOE, all payments are non-refundable and all Services are non-cancellable during any current term unless Client terminates due to AIEMS’s uncured material breach of the Agreement.

7.1. Subscription Term. The term of these SaaS Terms will continue until the termination of the last Quote. Subject to the termination rights herein, the term shall automatically renew for the same term period as the term indicated within the then-current Quote at Service Provider’s then-current rates, unless Customer notifies Service Provider in writing of Customer’s intent not to renew at least sixty (30) days prior to the expiration of the then-current term.

7.2 Termination by Service Provider. These SaaS Terms and any rights created hereunder may be terminated by Service Provider:  if Customer fails to make any payments due hereunder within fifteen (15) days of the due date (at such time, Service Provider shall be entitled to stop all services and suspend Customer’s access to Service Provider’s products without any liability or need to provide further notification. Access will be restored upon receipt of payment in full ( the only permitted exception is where a portion of the payment is subject to a bona fide dispute in good faith and the parties are promptly working to resolve the dispute)); If Customer fails to make any payments due hereunder within fifteen (15) days of the due date (at such time, Service Provider shall be entitled to stop all services and suspend Customer’s access to Service Provider’s products without any liability or need to provide further notification. Access will be restored upon receipt of payment in full (the only permitted exception is where a portion of the payment is subject to a bona fide dispute in good faith and the parties are promptly working to resolve the dispute)). The disconnection date will be calculated as fifteen (15) days from the original due date, at which point access to the service will be revoked until full payment is received.

On thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or  Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
Upon the termination or expiration of the Agreement for any reason:  the license granted to Client will terminate; Client may not access the applicable Hosted Service; and all amounts owed to AIEMS under the Agreement will become immediately due and payable. The following provisions of these SaaS Terms will survive any termination of the Agreement.

Upon termination of these SaaS Terms, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein.

7.3 Termination by Customer. These SaaS Terms may be terminated by Customer on ninety (90) days written notice to Service Provider if Service Provider fails to perform any material obligation required of it hereunder, and such failure is not cured within ninety (90) days from Service Provider’s receipt of Customer’s notice or a longer period if Service Provider is working diligently towards a cure.

7.5 Other Remedies. Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under these SaaS Terms.

8. RESCHEDULING

Rescheduling will require one-month prior notice and the client needs to pay according to the change in payment plan.

9. INFORMATION SECURITY SAFEGUARDS

9.1 AIEMS will maintain appropriate administrative, technical, and physical safeguards to: (a) maintain the confidentiality of Nonpublic Information; (b) protect against anticipated threats or hazards to the security or integrity of the Nonpublic Information; (c) protect against unauthorized access to or use of Nonpublic Information; and (d) detect, respond, and recover from identified risks or incidents including Security Breach.

9.2 Standards & Practices. Information security safeguards will incorporate all commercially reasonable and appropriate methods and safeguards to ensure the security, confidentiality, integrity, availability, and privacy of the Nonpublic Information in accordance with applicable legal or regulatory requirements and industry practices.  In addition, AIEMS will adhere to information security industry standard practices as identified in the National Institute for Standards and Technology Cyber Security Framework (NIST CSF), International Organization for Standardization ISO/IEC 27002, or other equivalent authoritative sources.

9.3 Appropriate Safeguards. Information security safeguards will include: (a) safeguards against the unauthorized destruction, loss, or alteration of Nonpublic Information; (b) safeguards against unauthorized access to Nonpublic Information; and (c) network and internet security procedures, protocols, security gateways, and firewalls with respect to Nonpublic Information.

9.4 Physical Security Safeguards. Information security safeguards will include physical safety and security safeguards at any facilities processing Nonpublic Information.  Information Security Safeguards will be at least as rigorous as those procedures in place to protect AIEMS’s own Nonpublic Information.

9.5 non-disclosure. Each party agrees at all times to use all reasonable efforts, but in any case, no less than the efforts that each party uses in the protection of its own Confidential Information of like value, to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who require access in the course of their assigned duties and responsibilities; and have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

Use of Client Nonpublic Information in Non-Production Environments.

Nonpublic Information from production environments will not be used for non-production purposes (i.e., testing and development) unless the data has been de-identified. If Nonpublic Information cannot be de-identified, then AIEMS will obtain the Client’s approval prior to doing so. Client hereby approves of the use of encrypted non-public information in this engagement. In addition, if Nonpublic information that cannot be de-identified is to be used for non-production purposes, the following controls will be in place:

A) Use only the minimum amount of data required for testing and development activities

B) Infrastructure components will conform to AIEMS’s security baselines

10. SECURE CODE DEVELOPMENT

Developers will be trained in and follow secure coding best practices. AIEMS will perform application security analysis and testing according to the requirements of an appropriate standard prior to software or code delivery. AIEMS will not include in the software any code that weakens the security of the application, including computer viruses, worms, time bombs, back doors, Trojan horses, Easter eggs, or other forms of malicious code.

11. AUDIT LOGS AND REPORTING

11.1 For systems, applications, or processes associated with the access, processing, storage, communication, or transmission of Nonpublic Information, AIEMS will generate audit logs for all actual or attempted incidents of unauthorized use, access, disclosure, theft, manipulation, or reproduction of the Client Content or any Security Breach.

11.2 Audit logs will be maintained in accordance with AIEMS’s record retention obligations or the minimum legal requirements for log retention based on the classification of information in scope. If AIEMS’s review of the audit logs reveals a Security Breach, AIEMS will notify Client and assist or support Client at Client’s request in complying with Client’s notification obligations regarding a Security Breach.

12. DESTRUCTION AND DISPOSAL REQUIRMENTS

 AIEMS is subject to the following procedures regarding the destruction and disposal of Client Nonpublic Information.

Client Nonpublic Information will not be destroyed if subject to a Legal Hold/Regulatory Demand unless the Nonpublic Information was successfully transferred to Client.

At Client’s written request, AIEMS will dispose of Client Nonpublic Information in a manner that cannot be reconstructed into a usable format or otherwise subject to unauthorized access, acquisition, use, or disclosure in connection with its disposal.

13. DATA PROTECTION

13.1. Cross-Border Transfer Requirements:

The document lacks clear provisions on the requirements for cross-border transfer of personal data, including transferring data to approved countries or under specific circumstances with adequate protection measures.

13.2. Regulatory Authority Compliance:

The document does not mention adherence to the UAE Data Office guidelines or the process for data subjects to file complaints. Including such provisions can strengthen compliance with PDPL 2021.

13.3. Broader Legal Framework:

While the document includes general data protection provisions, it does not reference the UAE Constitution, Consumer Protection Law, Penal Code, or Cybercrimes Law. Referencing these could provide a more comprehensive legal compliance framework.

15. PAYMENT TERMS

5.1 Fees and Invoicing. Fees for the Services will be invoiced upon execution of the applicable agreement, and annually in advance for renewals, or as additional services or licenses are added. All Fees are non-cancellable and non-refundable regardless of whether the Client uses the Services during the Term. If the Client has received a discounted Fee in connection with a multi-year commitment and fails to pay the Fee for subsequent years when they are due, AIEMS will invoice the Client the difference between the standard fee and the discounted fee paid for previous years.

5.2 Payment Methods. Client may pay invoices using the following methods: G-Pay, Apple Pay, Google Pay, credit card, bank transfer, or any other method agreed upon in writing by both parties. Payments made via these methods must be received within the agreed payment terms.

5.2 Payment Due Date. Unless otherwise agreed in writing, all payments will be due within thirty (7) days from the date of the invoice. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate allowed by applicable law, from the due date until the date payment is received by AIEMS.

5.3 Disputed Charges. If Client disputes any portion of an invoice, Client must notify AIEMS in writing of the disputed amount and the reason for the dispute within fifteen (15) days of the invoice date. The client will pay the undisputed portion of the invoice by the due date. The parties will work in good faith to resolve the disputed charges promptly. Failure to notify AIEMS of a dispute within the specified period will be deemed acceptance of the charges.

5.4 Taxes. The client will be responsible for all applicable taxes, duties, and other governmental charges of any kind (including, but not limited to, value-added, sales, use, and withholding taxes) imposed by any federal, state, or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based solely upon AIEMS’s income. If AIEMS is required to pay any such taxes, Client will reimburse AIEMS for such amounts promptly upon receipt of an invoice.

5.5 Suspension for Non-Payment. If Client fails to make any payments due hereunder within fifteen (15) days of the due date, AIEMS shall be entitled to stop all services and suspend Client’s access to AIEMS’s products without any liability or need to provide further notification. Access will be restored upon receipt of payment in full and if not after 15 days client will be notified and system will be automatically freeze some services.

5.6 Termination for Non-Payment. AIEMS may terminate the Agreement or any rights created hereunder if Client fails to make any payments due hereunder within thirty (30) days of the due date. All amounts owed to AIEMS under the Agreement will become immediately due and payable upon termination.

By adding these payment terms to the SAAS Terms & Conditions, the document will cover the necessary aspects of fee structure, invoicing, payment deadlines, handling of disputed charges, taxes, and consequences of non-payment.