Terms of Agreement

These Terms of Agreement (“Agreement”) set forth the terms and conditions under which Talentera (“Provider”), will provide Services, as defined herein, to the client (“Client”). The Provider and the Client will individually be referred to as the “Party” and together as the “Parties”.

1. Introduction

1.1 This Agreement comprises the standard terms and conditions contained within it, including any relevant Schedules. It concerns the supply by the Provider to, and use by the Client of, the Services identified in the Schedule of Services (Schedule 1).

1.2 The signatory of this Agreement is deemed to be duly authorized to enter into this Agreement by the Client or on behalf of a company or other legal entity associated with the Client. In case of a company and/or legal entity associated with the Client, the signatory confirms that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Client” in this Agreement shall refer to such entity and its affiliates.

1.3 The Client confirms that neither it nor any of its legal entities and affiliates are direct competitors of the Provider. The Client further confirms that it will not access the Provider’s Services for the purpose of benchmarking and monitoring its features, functionality and performance either for themselves or for any other entity.

1.4 The terms and conditions of this Agreement were last updated on July 11, 2024. The Provider reserves the right to update the terms and conditions of this Agreement from time to time. Every time such an update takes place, it will be communicated with the Client either in the form of an email linking to the latest version of the terms and conditions on the Talentera website https://www.talentera.com/en/terms-of-agreement or in the form of a soft copy document attachment contained in the email.

2. Definitions

Application means the specific hosted software application(s) for which the Services are provided. Unless otherwise stated, these application(s) are Applicant Tracking System software (and any associated third-party software) meant primarily for use by the Client to manage its recruitment process including (but not limited to) job posting and resume collection through a career portal, talent sourcing, screening, hiring and onboarding.

Beta Services means new services (features, modules, etc. of the system) that are rolled out in testing mode to a select group of Users.

Charges means the fee payable for the provision of the Services and any other charges payable.

Client Branding means the Client’s corporate branding such as trademarks, names and logos. Client Branding does not include any branding and/or marketing material developed and/or kept by the Provider, unless developed specifically for the Client.

Client Data means all data (in soft or hard copy format) that is shared with the Provider and is the sole property of the Client.

Confidential Information means any information that is disclosed by one Party to another either orally or in writing, and either explicitly designated as confidential or considered confidential given the nature of the information and the circumstances surrounding its disclosure. The Client’s Confidential Information encompasses all Client Data and the Provider’s Confidential Information includes the Services, terms and conditions of this Agreement, any commercial and technical proposals that the Provider shares with the Client, all invoices (including pricing) shared with the Client, as well as any business and marketing plans, technical information, product plans and designs, and business processes that are disclosed to the Client. Information that is generally known to the public without any obligation owed from one Party to another, that was already known to the receiving Party before its disclosure, that is received from a third party without any obligation owed to the disclosing Party, or that was independently developed by the receiving Party is not considered Confidential Information.

Dispute means a disagreement or conflict between the Parties regarding the interpretation, implementation, or execution of this Agreement.

Intellectual Property Rights means all patents, utility models, rights to inventions, copyrights, trademarks, service marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Man Day means the equivalent of one working day spent by an individual on activities related to the provision of Services, constituting eight hours of work.

Representative means a person legally employed by and authorized to act on behalf of either Party.

Schedule means a schedule referenced in, and forming part of, this Agreement.

Scope of Work means all agreed-upon Services that the Provider will deliver per the terms of this Agreement. It outlines the implementation tasks, activities, timelines, and responsibilities of both Parties.

Services means all services provided by the Provider to the Client including those relating to the Talentera Application, its design, maintenance and other services, which amongst other things, allow the Client to manage job seeker applications, recruit potential employees online, and allow job seekers visiting the Client’s website to search and apply for vacancies within the Client’s organization.

Service Procedures means procedures set out in writing and accessible by the Client online and provided to the Client in electronic or paper format as guidance for the Client’s use of the Services, which may be amended and updated from time to time.

Subscription Period means the initial period of 12 months from the date of signature of the Agreement by the Client. In the case of multi-year contracts, the Subscription Period will constitute the total number of months noted in the Agreement.

Support means the support extended by the Provider to the Client per the Support Tier purchased by (or assigned to) the Client.

Support Tier means the support package purchased by the Client to go along with the Services. If no support package is purchased, the Provider shall provide support commensurate with the Essential Support Tier. The details of the Support Tier will be listed in the Master Subscription Agreement shared with the Client. All available Support Tiers can be viewed on the Talentera Service Level Objectives here: https://www.talentera.com/en/service-level-objectives

User means a person who makes use of the Services on behalf of the Client during the Subscription Period.

3. Subscription Period

3.1 This Agreement will come into effect on the date of signature of the Agreement by the Client and will remain in force for the duration of the Subscription Period.

3.2 This Agreement will automatically renew and be extended for the Subscription Period unless either Party states by written notice to the other Party that the Agreement will not be renewed at termination, at least sixty (60) days prior to the end of the initial or any renewal Subscription Period.

3.3 The Agreement shall be terminated in case any of the circumstances stated in Clause 16 come into effect.

4. Service Provision

4.1 The Provider agrees to provide the Application, Services and Support to the Client in consideration of the payment of the Charges by the Client, subject to the terms and conditions of this Agreement.

4.2 The Provider shall make available all standard updates made to the Services during the Client’s subscription period free of charge to the Client. Any upgrades specifically requested by the Client that do not fall under the purview of the Provider’s product roadmap will be subject to the Provider’s feasibility and additional Charges for said upgrade. These additional Charges will be assessed by the Provider based on the scope of the upgrade requested by the Client.

4.3 The Provider shall provide Support commensurate with the Support Tier purchased by the Client. For each Support Tier, the Provider will employ all commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) planned downtime, or (ii) a Force Majeure event including any unavailability caused by circumstances beyond the Provider’s control such as, but not limited to, an act of God, an act of nature, an act of the government/governing body in the region where the Client is consuming/intends to consume the Services, internet service outage at the Client’s end and failure of any third-party solution which the Provider does not have direct control over.

4.4 If the Client asks the Provider to perform any service that is not part of the Services, the Provider may carry out that service at its sole discretion and the Client will be charged separately for it at a Charge commensurate for such services.

4.5 The Provider shall take all reasonable measures to safeguard Client Data by utilizing physical, administrative, and technical safeguards. Such measures will be intended to prevent access, modification, use, and/or disclosure of the Client Data by all parties except for the personnel designated by the Provider and/or the Client to access, modify, and use that Data.

4.6 In the absence of any contrary provisions in the Schedule of Services, the following terms apply: (i) Services are provided and intended to be consumed as term-based subscriptions, (ii) additional Services can be added at any point during a Subscription Period at a prorated charge for the remainder of the Subscription Period, and (iii) any additional Services will conclude on the same date as the end date of the Subscription Period.

4.7 From time to time, the Provider may invite the Client to test Beta Services. The Client’s participation in the Beta Services testing program will be at its sole option. Such testing will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use. The Provider may discontinue Beta Services at any time at its sole discretion and may never make the Beta Services generally available. The Provider will have no liability for any harm or damage arising out of or in connection with a Beta Service. If the Client provides feedback to the Provider on the Beta Services it shall be at the sole discretion of the Provider whether to implement such feedback. Wherever the Client provides feedback related to the Application(s) and/or Services, it agrees that the Provider may incorporate it free of charge and without restriction.

5. Scope of Client’s Use

The Provider, subject to the terms of this agreement, grants to the Client a non-exclusive, non-transferable license to use the Services and Application as set out in this Agreement for the Client’s business purposes.

6. Client Obligations

6.1 The Client acknowledges and undertakes that it:

• a) will use the Services only for lawful purposes and in accordance with this Agreement; and
• b) will properly use names, passwords and any authentication codes or security procedures which the Provider may notify to the Client from time to time

6.2 The Client will not:

• a) reduce, disseminate, or otherwise disclose the content of any Application except as expressly set out in this Agreement;
• b) modify, disassemble, decompile, or reverse engineer any Application;
• c) sub-license or otherwise grant or transfer possession of any copy of any Application to any other party outside the terms of this Agreement;
• d) use any Application in any way not expressly provided for by this Agreement.

6.3 The Client is responsible for acquiring and maintaining all licenses and permissions necessary in respect of any third party software it may use in connection with the Services. The Client confirms that any Client Information or other materials provided by the Client to the Provider or utilized by the Client in the Services will not infringe any Intellectual Property Rights of any third party.

6.4 The Client agrees and acknowledges that the Provider’s only undertaking under this Agreement is to develop and maintain the Services according to its available infrastructure and technology.

6.5 In light of the above, the Client further acknowledges that:

• a) The Provider is not involved by any means in any transaction between the Client and the job applicants.
• b) The Provider has no control over the quality, safety or legality of the jobs, resumes or other material posted the truth or accuracy of the listings, the ability of the Client to offer job opportunities to candidates or the ability of candidates to fill job openings. The Provider makes no representation about the truthfulness, accuracy, reliability, completeness, or timeliness of any job application and cannot be responsible for the form, content or accuracy of any resume or material placed by the job-applicants on the.
• c) The Provider is not responsible for any employment decision regarding job applicants posting resumes on the career portal.
• d) The Provider makes no warranties whatsoever that the Client will obtain any applicant via the Services, nor any warranties about (and take no responsibility for) any applicant the Client may obtain or hire. In the event that the Client has a labor dispute with a job applicant, the Client agrees to release, hold harmless and indemnify the Provider, its agents and employees from any claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, arising out of or in any way connected with such labor disputes.
• e) The Provider does not warrant that the Services will operate uninterrupted or error-free or that the Services or the Provider’s server (or any software and materials accessible through the Services) shall remain free of computer malware, viruses or other harmful mechanisms. The Provider shall use commercially reasonable efforts that its Services or Server are free from viruses. It is agreed between the Parties that if the use of the Services results in the need for the Client to service or replace equipment or data related to and/or on its web site(s), the Provider shall not be responsible for the associated costs. Any hardware or software in the Provider’s facility that needs repair or replacement will be the responsibility of the Provider. The Provider makes no further warranties about the accuracy of the software, texts, graphics, and links used in relation with or on the Services.

6.6 The Client shall be solely responsible for:

• a) The accuracy and appropriateness of materials posted on Client’s site(s), including, among other things, all references related to the Provider.
• b) Ensuring that materials posted on the Client’s site(s) or to be posted on the Services do not violate or infringe upon the Intellectual Property of any third party including copyrights, trademarks, privacy, and any other personal or proprietary rights.
• c) Ensuring that materials posted on Client’s site(s) are not libelous or otherwise illegal.

6.7 The Client shall indemnify and hold harmless the Provider from and against any claims, damages, losses and expenses directly arising from or relating to the breach of Client’s obligations in Clause 6 provided that any such loss, damage or claim is not attributable in whole or in part to the negligence, willful misconduct or bad faith of the Provider, its officers, directors, employees or agents.

6.8 The Client acknowledges that the Services are subject to fair usage limits in terms of:

• a) Total active seats that the Client can have at any given time. This quantity is noted in the Schedule of Services. If the Client wishes to add more seats, these will be provisioned by the Provider at the rate of charge mentioned in the accompanying Commercial Proposal
• b) Non-sharing of login credentials and passwords between Client users
• c) The load that the Client’s usage of the Services puts on the Provider’s infrastructure elements, including, but not limited to its servers.

6.9 The Client shall employ all reasonable efforts to prevent unauthorized access to, or use of, the Services and notify the Provider promptly of any such unauthorized access or use.

7. Charges

7.1 The Client will pay the Provider Charges for its Services according to the payment terms set out in the Master Subscription Agreement shared by the Provider. These Charges are subject to revision at the time of renewal at the discretion of the Provider. Any such revisions will be communicated to the Client during the renewal discussions. The Provider reserves the right to assess additional Charges for any additional Services provided to the Client during the Subscription Period that fall outside the original scope of Services and Support as detailed in Schedules 2 and 3.

7.2 Except as otherwise specified: (i) Charges are based on the level of Services purchased by the Client and not based on the actual or material usage of these Services, (ii) payment obligations are non- cancellable and all Charges paid are non-refundable, and (iii) any Services purchased cannot be decreased/reduced during the Subscription Period.

7.3 During the term of this Agreement, and for a period of at least two (2) years following its termination, both Parties agree to keep accurate books and records showing all the information required in the accurate calculation of the Charges. These records must be made available to the other Party or its appropriately qualified representative for audit purposes.

8. Payment Terms

8.1 All undisputed invoices are payable 30 calendar days from the date of the invoice. Any undisputed payments that are not received on or before the due date will be considered overdue and remain payable by the Client together with an interest charge of 1.5% for each subsequent month of non-payment. Such an interest charge will not be assessed from Clients in the Kingdom of Saudi Arabia or other jurisdictions where interest is not legally chargeable.

8.2 Should any payments remain outstanding for more than thirty (30) days, the Provider reserves the right to prevent access to the Application and/or Services pending receipt of payment. Such a suspension does not exclude the Client from payment of Charges for Support and/Services that have already been consumed.

8.3 In the event of a disputed invoice, the Dispute must be resolved within thirty (30) days, after which the Dispute will be resolved in accordance with Clause 18.9 of this Agreement, and at which point the Provider has the right to discontinue Services at its sole discretion.

8.4 The Client will be responsible for the payment of any present or future sales, use, excise, VAT (Value Added Tax) or other similar tax (excluding taxes based on Talentera’s net income) applicable to the Services hereunder.

9. Confidentiality

9.1 Each Party shall keep in strict confidence, and shall bind all its employees to keep in strict confidence, all commercial and technical information acquired by it concerning the other Party in consequence of this Agreement (hereinafter called “Confidential Information”).

9.2 No Party shall, save as hereinafter provided, use or disclose any such Confidential Information other than for the purposes of this Agreement or as expressly permitted by this Agreement. The foregoing restriction shall not apply to:

• a) Information which at the time of the disclosure is generally available to the public;
• b) Information which after disclosure becomes generally available to the public through no fault of the other Party;
• c) Information which the receiving Party can show was in its possession prior to the disclosure and which was not acquired directly or indirectly from the other Party.

9.3 The Confidentiality Obligation shall survive the Termination or expiration of this Agreement.

10. Client Branding and Client Information

10.1 The Client warrants that it is the owner or authorized user of all Intellectual Property Rights and all other rights in the Client Branding. The Client agrees and warrants that for the purpose of customizing the Application, the Provider may incorporate items of Client Branding according to Client’s instructions and shall indemnify Provider against third party claims against the Provider for doing so.

10.2 The Client acknowledges and agrees that it is entirely responsible for Client Data and any use that it may make of it for any purposes, and that the Provider will have no responsibility for the Client Data or such use.

10.3 The Services shall remain branded as the Client’s site and shall be described at the bottom of the page with a non-obtrusive format as “Powered by Talentera” or “Powered by Talentera – a product of Bayt.com”.

10.4 The Client agrees that, from time to time, the Provider might use publicly accessible Client Branding (name, logo, etc.) as well as any testimonials provided by the Client or a Representative of the Client for marketing purposes.

11. Intellectual Property

11.1 Unless otherwise provided in this Agreement, the Provider reserves all rights to its Intellectual Property and no rights or obligations other than those expressly granted are to be implied from this Agreement. In particular, no license or rights are granted directly or indirectly by the Provider to the Client in relation with its Intellectual Property including, without being limited to, any proprietary technology, database, trade name, trade secret, trademark and logo, copyright, software or any other proprietary rights that are held or owned and/or could be held or obtained by the Provider after the date of this Agreement. The Client shall have no rights therein and shall not be entitled to assert any rights, title or interest in respect thereof.

11.2 Only for the Subscription Period noted in this Agreement, each Party grants the other Party a non-exclusive, non-transferable and revocable right to use its Intellectual Property Rights to the extent necessary to provide the Services or receive the Services.

11.3 The Client agrees that the Provider is the exclusive owner of the “Talentera” name and all designs and logos displayed on the Talentera website (www.talentera.com) or the Services or printed, electronically generated or identified in any other form and used by the Provider to create, design and maintain the Services.

11.4 The Provider acknowledges, and the Client warrants , that the Client is the exclusive owner of the Client Branding including but not limited to their company name and brand name and all related intellectual property rights, in particular all designs and logos displayed in the Services or printed, electronically generated or identified in any other form.

11.5 It is agreed that no alteration and/or deletion of the aforementioned graphic images, texts, logos or related Intellectual Property Rights of either Party shall be permitted for any reason whatsoever except upon mutual agreement in writing of both Parties. Notwithstanding the above, the Provider shall be expressly allowed to change the layout and structure of the career portal with prior notification to the Client.

12. Warranties

The Provider provides the Services using reasonable skill and care in accordance with the terms of this Agreement, so that they conform to their published description and that they operate in accordance with the Service Procedures.

13. Limitations on Use

If at any time the Client’s access to or use of the Services is not in compliance with any applicable law or regulation, the Provider will be entitled to terminate it under Clause 16 and to discontinue the Services provided to the Client at its sole discretion.

14. Limitation of Liability

In no event shall either Party be liable for any damages whatsoever (including without limitation, direct, indirect, punitive, special, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) arising out of or in any way connected to the use or inability to use the Services (or any linked sites) and material or for any information, software, products and services through the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Provider is advised of the possibility of such damages.

15. Mutual Cooperation

In the interest of timely implementation and effective provision of Services under this Agreement, both Parties agree to cooperate fully with each other. Specifically, each Party commits to:

• a) Timely Communication: Respond promptly to any communication or request from the other Party related to the Services being implemented/provided under this Agreement.
• b) Provision of Information: Provide all necessary information, documentation, and access to resources as reasonably required by the other Party to fulfill their obligations under this Agreement. Prior to project initiation, the Provider will submit a detailed project plan outlining the Scope of Work. This Scope of Work must be reviewed and approved by the Client, after which it will be considered final and serve as the baseline for project implementation and delivery. Any modifications to the Scope of Work will depend on the Provider’s assessment of their feasibility and will result in additional charges based on the extra Man Day effort required.
• c) Timeliness of Inputs: Prior to project initiation, the Provider will issue a requisition sheet to the Client, who must return the completed sheet within 14 days of receipt. In the event that the project goes beyond the timeline due to delayed receipt of information from the Client, the Provider will be within its rights to invoice the Client and request payment before the delivery of the project.
• d) Attendance and Participation: Attend all scheduled meetings, training sessions, and discussions that are critical for the successful and timely implementation of the product and associated Services.
• e) Feedback and Approvals: Provide timely and constructive feedback on deliverables, and expedite approvals as necessary to maintain the project schedule.
• f) Problem Resolution: Engage actively in the resolution of any issues or Disputes that arise during the course of the implementation and generally during the Subscription Period, aiming for solutions that best achieve the goals set forth in this Agreement.

Failure by either Party to uphold their cooperative duties as outlined above may result in adjustments to implementation timelines, total cost, and other remedial actions as deemed necessary and appropriate by the Provider.

16. Termination

16.1 This Agreement may be terminated forthwith by written notice from any Party who is not in breach of the Agreement in case any of the following events of default occurs:

• a) failure by Client to pay any sum due to Provider within thirty (30) days of due date; or
• b) if any Party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the same (if capable of remedy) for a period of fifteen (15) days after written notice of the breach by the other Party; or
• c) if any Party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts.

16.2 The Provider is entitled to all amounts paid or payable with no possibility of a full, partial or pro-rata refund as a result of termination.

16.3 Any expenses incurred in the cost of collecting fees and charges not paid when due, including without limitation, reasonable attorney’s fees, will be added to the amount of fees and charged in arrears.

16.4 Any termination of this Agreement under this Clause will be without prejudice to any other rights or remedies of either Party under this Agreement or at law and will not affect any accrued rights or liabilities of either Party at the date of termination.

16.5 In the event of termination of the Agreement by the Provider for any reason other than a breach of this Agreement or events mentioned in Clause 16.1, the Provider shall refund amounts paid in advance by the Client under this Agreement on a pro rata basis for any remaining period of the Subscription Period falling after the date of termination.

17. Data Migration

At the end of the Subscription Period or in the case where the Client intends to terminate the contract before the end of the Subscription Period, the Provider will assist the Client with their exit process. As a part of this process, the Provider shall provide a CV database export, transmitted to the Client securely over an email as a compressed file downloadable from a link. This database will be transmitted to the Client’s Representative.

Various system data captured in the Talentera solution during the Subscription Period, such as database of job postings, candidates, and selection flows details with historical data, can be downloaded directly from the system interface by the assigned system super users or admins, and are not included in the aforementioned prepared export. Except for the CV database, export of any data, content, process, and code generated or created through the Talentera system falls outside of the purview of the services provided by the Provider during the exit process.

Migration of Client data from Talentera and/or import to the Client’s new or external systems will not be performed or in any way supported by the Provider. Further, the Provider takes no responsibility or ownership of the CV database after it has been shared with the Client Representative. There is no obligation on the Provider to provide any data transfer services nor to set up the Client’s new environment. The Client will be responsible for the data transfer either on their own or with assistance from their new vendor.

18. General Contract Provisions

18.1 Entire Agreement
This Agreement constitutes the entire Agreement between the Parties and supersedes any previous Agreement between the Parties relating to the subject matter of this Agreement. Each of the Parties acknowledges that in entering into this Agreement, it does not rely on and will have no remedy in respect of any statement of fact or opinion not recorded in this Agreement (whether negligently or innocently made), except for any representation made fraudulently.

18.2 Variations
No variation of these terms and conditions will be valid unless confirmed in writing by authorized signatories of both Parties on or after the date of signature of this Agreement by the Parties .

18.3 Force Majeure
Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control, including (without limitation) war, fire, flood, explosion or civil commotion, or failure of the Internet. If such delay or non-performance arising from such cause or causes persists for more than ninety (90) days either Party may terminate this Agreement on written notice to the other without incurring any further liability under its terms.

18.4 Severability
If any of the provisions of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced.

18.5 Waiver
No forbearance or delay by either Party in enforcing its respective rights will prejudice or restrict the rights of that Party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

18.6 Rights of Third Parties
A person who is not a Party under the definition of this Agreement has no right to benefit from or to enforce any term of this Agreement.

18.7 Notices
Any notice given under this Agreement by either Party to the other must be in writing and may be delivered personally or by courier, and in the case of courier will be deemed to have been given two (2) working days after the date of posting. Notices will be delivered or sent to the addresses of the Parties on the first page of this Agreement or to any other address notified in writing by either Party to the other for the purpose of receiving notices after the date of signature of this Agreement.

18.8 Independent Relationship
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership between the parties or constitute any party the agent of another party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Nothing in this Agreement shall entitle any of the Parties to incur any liabilities or obligations binding upon the other Party except insofar as may be expressly hereby agreed by this Agreement. This Agreement shall in no way restrict the Provider from providing to other Clients services similar to the services specified in this Agreement.

18.9 Governing Law and Jurisdiction

• a) This Agreement and the relationship between the Parties shall be governed by, and construed in accordance with, the laws of the United Arab Emirates as applicable in the Emirate of Dubai.
• b) Any Dispute or difference of any kind between the Parties in connection with or arising out of this Agreement or the breach, termination or validity hereof shall be referred to the exclusive jurisdiction of the Courts of Dubai. Notwithstanding the foregoing, either Party may seek injunctive relief in any court of competent jurisdiction against the improper use or disclosure of Confidential Information.

Schedule 1 – Schedule of Services

The Provider will provide the following Services to the Client:

Implementation
Implementation of the solution on the basis of the Client’s chosen product package and any additional features/modules. The implementation process will include setting up the Client’s career portal, user profiles and roles, any customizations, configurations and/or integrations that are part of the implementation, as well as delivering a ready-for-use solution to the Client.

Hosting
The Provider shall host the Client’s database in a data center. If the Client requires local data hosting, that will be agreed at an additional charge. The Provider shall use reasonable commercial endeavors to ensure that the solution is available to customers under the uptime commitments detailed in the accompanying Service Level Objectives (SLOs) and that it meets industry-standard security and compliance requirements.

Technical Support
The Provider shall provide technical support services to customers in accordance with the accompanying Service Level Objectives (SLOs).

Onboarding Training
The Provider shall provide onboarding training services to customers. The training shall include any or a combination of live classes (if offered under the accompanying SLOs) and User Manuals in both English and Arabic languages.

Upgrades
Upgrades will be rolled out according to the product roadmap set by the Provider.

Data Backup and Recovery
The Provider shall implement data backup and recovery procedures. The Provider shall regularly back up customer data and implement recovery procedures in the event of data loss or corruption.