Supplier Portal Terms & Conditions

Comprehensive Supply and E-Platform Services Agreement
Table of Contents
Part One: Basic Information and Definitions
Data of the Contracting Parties
Preamble and Acknowledgments
Article One: Definitions and Terms
Part Two: Scope of the Agreement and Obligations
Article Two: Scope of the Agreement and the Nature of the Legal Relationship
Article Three: Obligations of the First Party (ENTEK.AI)
Article Four: Obligations of the Second Party (the Supplier)
Article Five: Term of the Agreement, Renewal, and Cancellation
Part Three: Financial and Commercial Provisions
Article Six: Pricing, Commission, and Invoicing
Article Seven: Order Return Policies and Disputes
Article Eight: Accounting Integration and Digital Tools
Article Nine: Detailed Penalties and Fines
Part Four: Security, Protection, and Intellectual Property
Article Ten: Comprehensive Cybersecurity Policy
Article Eleven: Data Protection and Privacy
Article Twelve: Intellectual Property Rights and Confidentiality
Article Thirteen: Full Technical and Operational Compliance
Article Fourteen: Audit and Compliance
Part Five: Legal and Regulatory Provisions
Article Fifteen: Legal Liability and Its Limits
Article Sixteen: Dispute Resolution and Judicial Jurisdiction
Article Seventeen: General and Final Provisions
Part Six: Signatures and Appendices
Signatures
Detailed Appendices


Data of the Contracting Parties
The First Party: Bayt Al-Hirafiyoun Information Technology Company – a closed joint stock company
Trade Name: ENTEK.AI
Commercial Registration (CR): [To be completed]
Registered Address: Riyadh – the Kingdom of Saudi Arabia
Email: [email protected]
Phone Number: +966 55 447 8567
Capacity in the Agreement: Owner and Operator of the ENTEK.AI Electronic Platform

The Second Party: [Supplier name]
Trade Name: [To be completed]
Commercial Registration (CR): [To be completed]
Registered Address: [To be completed]
Legal Representative: [To be completed]
Email: [To be completed]
Phone Number: [To be completed]
Capacity in the Agreement: Licensed Supplier of Petroleum and Energy Products

Each of them is individually referred to as the "Party" and collectively as the "Parties."


Preamble and Acknowledgments:
And in acknowledgment by the Parties of the following:

Acknowledgment of the First Party: That Bayt Al-Hirafiyoun Information Technology Company operates an advanced electronic platform under the trade name "ENTEK.AI," which aims to connect licensed suppliers with customers, whether individuals or companies, in the field of petroleum and energy products, petrochemicals, and others, in accordance with all the requirements and conditions issued by the Ministry of Energy in the Kingdom of Saudi Arabia and the relevant systems and regulations.

Acknowledgment of the Second Party: That the Supplier is duly licensed and authorized by the competent authorities in the Kingdom of Saudi Arabia to supply and trade in petroleum or energy products, and that it possesses all the licenses and permits necessary to lawfully and legitimately carry out this commercial activity.

Mutual Desire: The express and mutual desire of the Parties to organize the contractual and commercial relationship between them through this comprehensive and detailed Agreement, which clearly defines the rights and obligations of each Party, and ensures the achievement of the common interests of both Parties within a sound legal framework.

Compliance with Regulations: The full commitment of the Parties to all systems, regulations, and instructions issued by the competent government authorities in the Kingdom of Saudi Arabia, including the Ministry of Energy, the Ministry of Commerce, the General Authority of Zakat and Tax, and all other relevant supervisory authorities.

Nature of the Relationship: The express agreement that the relationship between the Parties is an electronic commercial intermediation relationship, and that the ENTEK.AI Platform acts as the technical and commercial intermediary between the Supplier and the end Customers, without being a party to the actual ownership, storage, or direct transport of the products.

The Parties have therefore agreed on the following provisions and conditions:

For the purposes of this Agreement and the interpretation of its provisions, the following terms and expressions shall bear the meanings specified below, unless the context requires otherwise:
Table of Basic Definitions
Term
Definition
The Platform
The integrated electronic system and the applications associated with it belonging to Bayt Al-Hirafiyoun Information Technology Company under the trade name "ENTEK.AI," including all software, updates, databases, technical interfaces, and related supporting services.
The Service
The integrated set of services provided by ENTEK.AI to the Supplier, including, without limitation: digital intermediation, electronic marketing, payment collection, technical support, technical integration, operations management tools, and consulting services, which depend primarily on the subscription package and the level of services covered by that subscription.
Commission
The financial consideration due to the ENTEK.AI Platform in return for providing the services to the Supplier or any benefits obtained by it as a result of entering into this Agreement, expressed as a percentage of the order value or a fixed lump sum specified in accordance with Appendix (A) attached to this Agreement.
The Order
Any purchase or supply request submitted by the Customer through the Platform to obtain products or services from the Supplier, including all the required details, specifications, quantities, and prices.
The Customer
Any natural or legal person who uses the Platform to request or purchase the products or services from the Supplier, whether an individual, a company, a governmental or private institution, or otherwise.
The Products
All petroleum and energy products or other products, and the services associated with them, that the Supplier supplies or provides to Customers through the Platform, in accordance with the applicable licenses and regulatory requirements.
The Executive Instrument
This Agreement, with all its articles and appendices, which, upon its signature and acknowledgment by the Parties, shall constitute an executive instrument directly enforceable before the execution circuits in the Kingdom of Saudi Arabia in accordance with the Saudi Enforcement Law.
The Financing Partner
Any financial or banking entity or financing company licensed by the Saudi Central Bank or the competent authorities, which cooperates with ENTEK.AI to provide financing and deferred payment solutions to Customers.
The Escrow Account
The dedicated and licensed bank account in which ENTEK.AI holds the amounts collected from Customers for the benefit of the Supplier, in order to ensure the safety and security of financial transactions.
Application Programming Interface (API)
The set of protocols, tools, and technical definitions that allow electronic integration and connection between the Supplier's systems and the Platform for the automatic exchange of data and information.
The Dashboard
The electronic interface dedicated to the Supplier on the Platform, which enables it to monitor and manage all of its commercial operations, including orders, inventory, shipping, collection, and financial reports.
Service Level Agreement
(SAL)
The detailed document attached as Appendix (B), which specifies the performance and quality standards required from both Parties, the performance measurement indicators, and the time and response obligations.
Personal Data
Any information relating to an identified or identifiable natural person, including the name, address, phone number, email, and financial and commercial information.
Cybersecurity
The set of procedures, technologies, and policies applied to protect electronic systems and data from cyber threats and attacks, in accordance with international standards such as ISO 27001.
Intellectual Property
All rights relating to inventions, trademarks, copyrights, trade secrets, and technical know-how owned by either of the Parties.
Force Majeure
Any event or circumstance beyond the reasonable control of either Party, including natural disasters, wars, civil unrest, government decisions, and epidemics.
Immediate Termination
Termination of the Agreement by either Party without prior notice in cases of material breach or fundamental violations specified in this Agreement.
Technical Integration
The process of electronic and technical linkage between the Supplier's systems and the Platform to ensure the automatic and synchronized flow of data and information.
Delay Penalty
The financial amount due from the Supplier in the event of delay in performing its obligations, in accordance with the schedule detailed in the Article on penalties and fines.
Non-Solicitation
The Supplier's obligation not to communicate directly with the Platform's Customers or attempt to solicit them to deal outside the framework of the Platform, during the term of the Agreement and for a specified period after its expiry.
Evaluation and Review
The performance and quality evaluation system applied on the Platform, which allows Customers to rate the Supplier's services, and allows ENTEK.AI to monitor and review the performance of suppliers.
Judicial Jurisdiction
The competent courts in the city of Riyadh, the Kingdom of Saudi Arabia, which shall have jurisdiction over any disputes that may arise from the interpretation or execution of this Agreement.
Update and Development
The continuous improvement and development processes carried out by ENTEK.AI on the Platform, including adding new features, improving performance, and updating security systems.
Regulatory Compliance
The commitment of the Parties to all systems, regulations, and instructions issued by the competent government authorities in the Kingdom of Saudi Arabia.

Specialized Technical Definitions:
Content Management System: The technical system that allows the Supplier to manage and update the information of its products and services on the Platform, including prices, specifications, and availability.

Electronic Payment Gateway: The licensed systems and services that enable Customers to complete payment transactions by various methods, including credit cards, bank transfer, and digital wallets.

Customer Relationship Management System (CRM): The integrated system that manages all interactions and relationships with Customers, and provides detailed analytics and reports on Customer behavior and preferences.

Supply Chain Management System: The tools and technologies used to track and monitor the supply and delivery operations from the Supplier to the end Customer.

Artificial Intelligence and Machine Learning: The advanced technologies used in the Platform to improve the user experience, analyze data, and predict trends and demand.
Financial and Accounting Definitions
Net Amount Due: The financial amount due to the Supplier after deducting the commission, fees, and applicable taxes from the total value of the completed orders.

Collection Cycle: The specified period of time for collecting payments from Customers and transferring them to the Supplier, which averages 15 days in accordance with ENTEK.AI's financial policy, unless otherwise expressly agreed.

Payment Cycle: The specified period of time for paying dues to suppliers, which averages 2.5 days in accordance with ENTEK.AI's financial policy, unless otherwise expressly agreed.

Paragraph One: Definition of the Scope of the Agreement
The activity of Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI) under this Agreement is limited to providing specialized digital and technical intermediation services, and it shall not, under any circumstances, engage in activities of direct ownership, actual storage, or physical transport of petroleum or energy products or others, unless expressly provided otherwise. The role of ENTEK.AI is clearly defined as a technical and commercial intermediary linking licensed Suppliers with end Customers through an advanced and integrated electronic platform.

The services provided by ENTEK.AI under this Agreement include the following:

First: Technical Intermediation Services

Providing a secure and advanced electronic platform that operates around the clock, every day of the week
Managing and operating the technical system for connecting Suppliers and Customers
Providing application programming interfaces (APIs) for integration with the Supplier's systems
Managing databases and commercial information
Providing advanced analytics and reporting tools

Second: Marketing and Promotion Services

Displaying and marketing the Supplier's products and services to targeted Customers
Managing digital marketing campaigns
Improving the visibility of the Supplier's products in search results
Providing advanced marketing tools and marketing analytics
Managing loyalty programs and promotional offers

Third: Financial Transaction Management Services

Collecting the value of orders from Customers through licensed and diverse payment channels
Managing bank escrow accounts to safeguard suppliers' funds
Issuing electronic invoices and managing accounting operations
Transferring financial dues to suppliers in accordance with the specified schedules
Managing refund operations and disputed amounts

Fourth: Support and Assistance Services

Providing specialized technical support to suppliers and Customers
Managing customer service and inquiries
Providing training and guidance to new suppliers
Managing complaints and commercial disputes
Providing technical and commercial consulting
Paragraph Two: The Nature of the Legal Relationship
The relationship between the Parties is considered a purely electronic commercial intermediation relationship, whereby ENTEK.AI acts as the technical and commercial intermediary between the Supplier and the end Customers. This relationship is characterized by the following features:

First: Independence of the Parties

The Supplier retains its full ownership of the products and services offered
ENTEK.AI retains its technical and administrative independence in operating the Platform
There is no employment relationship or legal partnership between the Parties
Each Party is separately responsible for its own regulatory and tax obligations

Second: Limits of Liability

ENTEK.AI is not responsible for the quality or safety of the products provided by the Supplier
The Supplier bears full responsibility for the conformity of its products with the specifications and standards
ENTEK.AI is not responsible for the Supplier's obligations towards the supervisory authorities
The Supplier is responsible for all licenses and permits necessary for its activity, including its obligations towards the end Customer or any other supervisory authorities.

Third: Nature of the Service

The service provided is a technical intermediation service and not a direct supply service
ENTEK.AI does not interfere in determining the prices or specifications of the products or in matching supply with demand.
The actual contractual relationship for the supply is between the Supplier and the end Customer
ENTEK.AI facilitates and manages the process of communication and contracting without being a party to it
Paragraph Three: Exclusive Obligations
The Supplier agrees to the following obligations under this Agreement:

First: Exclusivity in the Use of the Platform. The Supplier is categorically bound to use the ENTEK.AI Platform exclusively to receive and process all orders issued through it, and it may not, under any circumstances, divert these orders to other channels or deal with them outside the framework of the Platform. This obligation includes, without limitation:

Not using Customer information collected through the Platform in other channels
Not diverting orders to competing platforms or direct sales channels
Committing to process all orders through the systems and procedures specified on the Platform
Not creating alternative channels for communicating with the Platform's Customers

Second: Compliance with Policies and Procedures: The Supplier is bound to fully comply with all policies and procedures adopted on the Platform, including:

Pricing policies and promotional offers
Order processing and delivery procedures
Quality standards, customer service, and after-sales services
Return, exchange, and warranty policies
Security and protection procedures

Third: Full Legal Responsibility. The Supplier shall remain the sole legal owner of the goods and products, and shall bear full responsibility for them before all supervisory authorities and Customers, including:

Responsibility for the safety and quality of the products
Compliance with all regulatory and supervisory requirements
Handling complaints and legal claims
Bearing the consequences of any violations or breach of regulatory obligations
Warranty services, spare parts, and after-sales services.
Paragraph Four: Scope of the Services Provided by the Platform
The ENTEK.AI Platform provides a comprehensive and integrated set of technical and commercial intermediation services to the Supplier, which include, without limitation:

First: Basic Technical Services

Providing an advanced and secure electronic platform operating with an availability rate of not less than 99.5% annually
Managing the technical infrastructure, servers, and cloud systems
Providing backup and recovery systems for emergency situations
Continuously updating and maintaining the systems and software
Providing advanced monitoring and analysis tools

Second: Content and Product Management Services

An advanced content management system for displaying products and services
Tools for editing and updating information and prices
Inventory and availability management system
Advanced classification and search tools
Image and multimedia management system

Third: Digital Marketing Services

Targeted marketing campaigns across multiple channels
Search engine optimization (SEO) for the Supplier's products
Managing digital advertising and promotion
Marketing analytics and performance measurement
Loyalty and rewards programs for Customers

Fourth: Operations Management Services

Integrated order management system
Shipping and delivery tracking tools
Returns and exchanges management system
Customer service management tools
Rating and reviews system

Fifth: Financial and Accounting Services

Multi-channel payment management system
Electronic invoicing services compliant with Zakat and tax requirements
Management of escrow accounts and financial transfers
Detailed financial reports and profit analytics
Financing and deferred payment services in cooperation with financial partners

Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI), in its capacity as the First Party to this Contract, undertakes to provide a comprehensive and integrated set of services and obligations to the Second Party (the Supplier), in order to ensure the achievement of the Contract's objectives and to provide an optimal commercial environment for joint work. These obligations cover the technical, operational, financial, and legal aspects, and are set out in the following details:



Part One: Technical and Operational Obligations

First: Providing the Advanced Technical Platform

ENTEK.AI undertakes to provide an advanced and secure electronic platform operating around the clock, seven days a week (24/7), with an availability rate of not less than 99.5% annually. This obligation includes maintaining the advanced technical infrastructure that ensures optimal performance of the Platform at all times. In the event of any unplanned outage exceeding the permitted limit, ENTEK.AI undertakes to notify the user in accordance with the Service Level Agreement (SLA) attached as Appendix (B) to this Contract.

The technical Platform includes the following systems and components:

High-performance servers with multiple backup systems
Content delivery networks (CDN) to ensure optimal loading speed
Advanced protection and cybersecurity systems
Secured and encrypted databases for storing information
Application programming interfaces (APIs) for integration with external systems

Second: Management and Maintenance of Systems

ENTEK.AI assumes responsibility for the complete management and continuous maintenance of all technical systems associated with the Platform. This includes periodic software updates, the application of security enhancements, and continuous performance monitoring. It also undertakes to develop and add new features to the Platform based on market needs and the expectations of Suppliers and Customers.

Management and maintenance activities include:

Continuous monitoring of the performance of systems and networks
Periodic application of security and technical updates
Performing daily data backups
Testing recovery systems in emergency cases
Improving performance and analyzing operational data

Third: Providing the Advanced Dashboard

ENTEK.AI undertakes to make available to the Supplier an instant and advanced dashboard that enables it to monitor and manage all of its commercial operations directly and instantly. This dashboard includes comprehensive information on orders, inventory, shipping, collection, and detailed financial reports. It also provides advanced analytical tools to assist the Supplier in making well-considered commercial decisions.

The dashboard includes the following features:

Displaying new, pending, and completed orders in real time
Managing inventory and availability levels of products
Tracking the shipping and delivery status of orders
Detailed financial reports on sales and profits
Performance analytics and key performance indicators (KPIs)
Tools for communicating with Customers and managing inquiries

Fourth: Technical Integration with the Supplier's Systems

ENTEK.AI undertakes to enable full technical linkage (API Integration) with the Supplier's accounting and operational system, in order to ensure the automatic and synchronized flow of data between the systems. This integration aims to reduce human errors and increase operational efficiency. Should the Supplier refuse or delay the implementation of the technical integration requirements, ENTEK.AI shall have the right to impose additional integration fees in accordance with Appendix (C) attached to this Contract.

The technical integration covers the following aspects:

Linking inventory and product management systems
Synchronizing financial and accounting data
Integrating order management and shipping systems
Linking customer service and technical support systems
Exchanging analytical data and reports
Part Two: Financial and Collection Obligations
First: Management of Collection Operations

ENTEK.AI undertakes the collection of the value of all orders from Customers through licensed and diverse payment channels, including credit cards, bank transfers, digital wallets, and instant payment systems. ENTEK.AI ensures that all payment operations are carried out in accordance with the highest security and protection standards followed in the market, with full compliance with the requirements of the Saudi Central Bank and anti-money laundering systems.

Collection services include:

Providing multiple, secured payment gateways
Processing payments in real time
Managing refund operations and disputed amounts
Applying fraud detection and protection systems
Providing detailed reports on all financial transactions


Third: Transfer of Financial Dues

ENTEK.AI undertakes to transfer the net amounts due to the Supplier within a period not exceeding seven (14) business days from the date of completion of the order and confirmation of the Customer's receipt of the products or services and the collection of all amounts arising from the sale transaction. The net amount is calculated after deducting the commission due to ENTEK.AI and any regulatory or tax fees due in accordance with the applicable regulations. This obligation ensures a regular and predictable cash flow for the Supplier, which helps it manage its commercial operations efficiently.

Details of the transfer process:

Payment cycle rate: 14 days on average, in accordance with ENTEK.AI's financial policy
Immediate transfer of confirmed and completed amounts
Instant notifications to the Supplier upon each transfer
Detailed reports on transferred and deducted amounts
A rapid settlement mechanism for any financial disputes


Fourth: Management of Electronic Invoicing
To clarify the responsibilities between "ENTEK.AI" and the Supplier, the issuance of electronic invoices to Customers may be carried out through the Platform in the Supplier's name or through its own linked system, in compliance with the requirements of the General Authority of Zakat and Tax and the electronic invoicing system in the Kingdom of Saudi Arabia. If "ENTEK.AI" undertakes the issuance of invoices on behalf of the Supplier, it undertakes to provide all necessary details in accordance with the applicable regulations and instructions. If, however, the Supplier issues invoices manually, it must ensure that the invoice complies with the local laws and instructions specific to the destination country, so as to ensure clarity of procedures and avoid any ambiguity.
"ENTEK.AI" shall also issue its own commission invoice to the Supplier at the end of each monthly financial cycle, or as the application's management deems appropriate, while providing full details of the services rendered and the amounts due.
Invoicing services include:
Issuing electronic invoices compliant with the tax system
Managing taxes and government fees
Electronic archiving of all invoices and documents
Periodic tax reports for the Supplier
Specialized technical support for accounting and tax matters


Invoicing services include:

Issuing electronic invoices compliant with the tax system
Managing taxes and government fees
Electronic archiving of all invoices and documents
Periodic tax reports for the Supplier
Specialized technical support for accounting and tax matters
Part Three: Marketing and Promotional Obligations
First: Advanced Digital Marketing

ENTEK.AI undertakes to market the Supplier's products and services to targeted Customers through advanced and diverse marketing strategies. This includes digital advertising campaigns, search engine optimization, social media marketing, and content marketing. These efforts aim to increase awareness of the Supplier's products and improve conversion and sales rates, directly or indirectly.

Marketing strategies include:

Targeted advertising campaigns across multiple platforms
Improving product visibility in search results
Creating attractive and useful marketing content
Managing presence on social media
Analyzing marketing data and improving performance

Second: Management of Loyalty Programs and Offers

ENTEK.AI develops and manages loyalty and rewards programs for Customers, which contributes to increasing Customer retention rates and encouraging repeat purchases. It also manages promotional offers and seasonal discounts in coordination with the Supplier, which helps increase sales volume and improve commercial performance.

Loyalty programs include:

A reward points system for repeat Customers
Special offers for distinguished Customers
Referral and recommendation programs
Seasonal discounts and special occasions
Competitions and interactive events
Part Four: Service and Support Obligations
First: Distinguished Customer Service

ENTEK.AI undertakes to provide distinguished customer service available around the clock to handle all Customer inquiries and complaints related to the Supplier's products and services. The customer service team is continuously trained to handle all types of inquiries with high efficiency and professionalism, without this exempting the Supplier from its obligations toward the Customers and clients to play its supporting role in achieving excellence in support and in responding to inquiries.

Support services include:

Technical support available 24/7 through multiple channels
A specialized team to handle complaints and disputes
An advanced support ticketing system to track cases
A comprehensive knowledge base for frequently asked questions
Continuous training of the support team on the Supplier's products

Second: Management of Returns and Exchanges

ENTEK.AI undertakes the management of return and exchange operations in accordance with the policies agreed upon with the Supplier and in compliance with consumer protection regulations in the Kingdom of Saudi Arabia. This includes processing return requests, coordinating collection operations, and managing Customers' financial refund operations, by acting as a positive intermediary between the Customer and the Supplier to enable the Supplier to fulfill its obligations toward the Customer.

Return services include:

Rapid processing of return and exchange requests
Coordinating collection operations with shipping companies
Inspecting and evaluating returned products
Managing financial refund operations
Periodic reports on return rates and their causes
Part Five: Legal and Regulatory Obligations
First: Compliance with Regulations and Rules

ENTEK.AI undertakes full compliance with all relevant Saudi regulations and rules, including e-commerce regulations, data protection, anti-money laundering, and tax regulations. It also undertakes to obtain all licenses and permits necessary to operate the Platform.

Compliance includes:


Applying personal data protection standards
Complying with anti-money laundering regulations
Applying tax and zakat requirements
Adhering to consumer protection regulations

Second: Protection of the Supplier's Rights

ENTEK.AI undertakes to protect all of the Supplier's financial, commercial, and intellectual property rights, and not to use its commercial information or sensitive data for purposes that conflict with its interests. It also undertakes to maintain the confidentiality of all of the Supplier's commercial and financial information and not to disclose it to third parties without prior written consent.

Protection of rights includes:

Protecting sensitive commercial and financial information
Not using the Supplier's data for competitive purposes
Respecting the Supplier's intellectual property rights
Providing legal guarantees to protect commercial interests
Dealing transparently in all financial and commercial matters

The Second Party (the Supplier) undertakes a comprehensive set of technical, operational, commercial, and legal obligations that ensure the achievement of the objectives of this Contract and the provision of distinguished service to Customers through the ENTEK.AI Platform. These obligations form the legal and operational basis of the contractual relationship and set the required standards for performance and quality.
Part One: Regulatory and Legal Obligations
First: Licensing and Legal Accreditation

The Supplier undertakes an absolute obligation to provide a valid and certified copy of all licenses and permits issued by the Ministry of Energy or any other competent government authority in the Kingdom of Saudi Arabia, which legally entitle it to engage in the supply and trade of petroleum products or energy. It also undertakes to update these licenses immediately upon their renewal or amendment, and to notify ENTEK.AI immediately of any changes to its legal or regulatory status, and should it violate this, whether intentionally or inadvertently, it shall bear full legal responsibility before the competent authorities.

Licensing requirements include:

A Ministry of Energy license to supply petroleum products
Occupational safety and health permits
Quality certificates and conformity with international standards
Transport and storage licenses, if any
Any other permits required to practice the activity, to be acknowledged later

In the event any license or permit expires, or is withdrawn or suspended by the competent authorities, ENTEK.AI shall have the right to immediately suspend the Supplier's account and terminate the Contract without any financial or legal obligations toward the Supplier. The Supplier shall also bear full responsibility for any damages or losses that may result from failure to renew the licenses in a timely manner.

Second: Compliance with Standards and Requirements

The Supplier undertakes full compliance with all standards and requirements issued by the competent regulatory authorities, including standards of quality, safety, occupational health, and environmental protection. This obligation includes applying best practices at all stages of supply and delivery, and maintaining the highest quality standards in the products and services provided.

The required standards include:

Relevant international quality standards (ISO)
Occupational safety and health requirements
Environmental protection and sustainability requirements
Safe transport and storage standards
Requirements for handling hazardous materials
The local regulations and laws governing this service.

Third: Full Legal Responsibility

The Supplier shall bear full and absolute legal responsibility for all products and services it provides through the Platform, including responsibility for any damages or losses that may result from the use of these products or services. It shall also bear full responsibility for any regulatory violations, fines, or official reports issued against it as a result of a breach of any of the legal requirements relating to licensing, safety, pricing, or the terms of supply and delivery.

Responsibility includes:

Civil, criminal, and legal liability for the products
Bearing the costs of any legal claims from Customers
Paying the fines and government penalties it causes
Compensating ENTEK.AI for any moral or operational damages, by way of example and not limitation
Bearing the costs of any legal proceedings or investigations
Part Two: Technical and Operational Obligations
First: Mandatory Technical Integration

The Supplier undertakes an absolute obligation to implement all requirements of the electronic and technical integration with the ENTEK.AI Platform within a period not exceeding thirty (30) days from the date of official notice from ENTEK.AI. This integration includes linking the Supplier's accounting and operational systems with the Platform through dedicated application programming interfaces (APIs), and ensuring the automatic and synchronized flow of data.

Should the Supplier refuse or delay the implementation of the technical integration requirements, a daily penalty of two thousand (2,000) Saudi riyals shall be applied to it for each day of delay after the expiry of the specified grace period, until the integration is fully completed. ENTEK.AI shall also, in this case, have the right to impose additional integration fees in accordance with Appendix (C) attached to this Contract.

Integration requirements include:

Linking the inventory and product management system
Synchronizing financial and accounting data
Integrating order processing systems
Linking shipping and delivery tracking systems
Exchanging analytical data and reports

Second: Management of Products and Prices

The Supplier undertakes to upload and update all information on its products and services on the Platform accurately and continuously, including technical specifications, prices, availability levels, and any other relevant information. All published prices must be inclusive of applicable taxes and government fees, while complying with any special prices agreed upon with ENTEK.AI, if any.

Product management obligations include:

Updating information and prices instantly
Ensuring the accuracy of specifications and descriptions
Managing inventory and availability levels
Updating images and marketing materials
Complying with agreed pricing policies

Third: Quality and Performance Standards

The Supplier undertakes to maintain the highest quality standards in all products and services provided, and to ensure their conformity with the standard specifications and the environmental and safety requirements adopted in the Kingdom of Saudi Arabia. It also undertakes to achieve distinguished performance levels in customer service and in responding to their inquiries and requirements.

Quality standards include:

Conformity of products with the published specifications
Compliance with occupational safety and health standards
Applying quality systems adopted locally and internationally
Ensuring the safety of packaging and wrapping
Compliance with safe transport and storage standards
Part Three: Commercial and Service Obligations
First: Delivery and Fulfillment of Obligations

The Supplier undertakes to prepare and deliver all orders within the deadlines specified and agreed upon with Customers, while ensuring delivery quality and conformity of the products with the required specifications. In the event of a delay in delivery of more than forty-eight (6) hours from the specified deadline without acceptable justification, the Supplier shall be subject to a delay penalty calculated at one percent (1%) of the order value for each day of delay, up to a maximum of ten percent (10%) of the order value.

Delivery obligations include:

Complying with the specified delivery deadlines
Ensuring the quality and safety of delivered products
Providing shipment tracking service for Customers
Coordinating with accredited shipping companies
Notifying Customers in advance of any potential delay

Second: Customer Service and Technical Support

The Supplier undertakes to provide distinguished customer service and specialized technical support to Customers who deal with its products and services through the Platform. This includes rapid response to inquiries, resolving technical problems, and providing specialized guidance and advice on the safe and effective use of the products.

Support services include:

Responding to inquiries within a maximum of 24 hours
Providing specialized technical support
Resolving problems and complaints instantly
Providing technical guidance and instructions
Training and qualifying Customers when needed

Third: Management of Returns and Warranties

The Supplier undertakes to establish and apply a clear and reasonable policy for returns and warranties, in compliance with consumer protection regulations in the Kingdom of Saudi Arabia and adopted industry standards. It also undertakes to process all return and exchange requests quickly and fairly, and to bear the return costs in justified cases.

The returns policy includes:

Accepting returns within a reasonable period of time
Inspecting and evaluating returned products
Refunding amounts or replacing products depending on the case
Bearing the shipping costs for justified returns
Documenting all return and exchange operations
Stating the reasons for the return/exchange in case ENTEK.AI inquires about that
Recommending alternative products that are as close as possible to the requested product in case it is unavailable
Part Four: Security and Confidentiality Obligations
First: Protection of Data and Information

The Supplier undertakes to apply the highest security and protection standards for Customers' personal data and sensitive commercial information related to the Platform. This includes applying best cybersecurity practices in accordance with international standards such as ISO 27001 or its equivalent, and ensuring that no sensitive information is leaked or misused.

Security requirements include:

Applying advanced protection and encryption systems
Training employees on information security
Conducting periodic security risk assessments
Applying limited data access policies
Immediately reporting any security breaches

Second: Confidentiality and Secrecy

The Supplier undertakes an absolute obligation to regard all Customer data and commercial information related to the Platform as confidential and highly confidential information, and it is prohibited from disclosing it or sharing it with any third party without prior written consent from ENTEK.AI. This obligation continues during the term of the Contract and for a period of two years after its expiration for any reason whatsoever.

Confidentiality obligations include:

Not disclosing Customers' personal or commercial information
Protecting trade secrets and strategic information
Not using the information for competitive purposes
Applying confidentiality agreements with employees and contractors
Reporting any attempts to obtain confidential information
Part Five: Exclusivity and Restrictive Obligations
First: No Direct Contracting with Platform Customers

The Supplier undertakes an absolute and irrevocable obligation not to communicate with, contract with, or make any direct commercial offer to any Customer who has been served or dealt with through the ENTEK.AI Platform, whether during the term of this Contract or after its expiration for a period of not less than twelve (12) months. This obligation includes all forms of direct or indirect communication, including communication by telephone, email, social media, or any other means.

In the event of a breach of this clause, the Supplier shall be subject to an immediate penalty of two hundred fifty thousand (250,000) Saudi riyals for each instance of violation, in addition to compensation for the actual operational and commercial damages that ENTEK.AI may incur as a result of this breach. ENTEK.AI also reserves the right to claim additional compensation for actual damages and loss of expected profits.

Second: Exclusivity of the Electronic Channel

The Supplier acknowledges and agrees that the ENTEK.AI Platform is the exclusive and sole channel for handling any order received through it, and it may under no circumstances circumvent the Platform or attempt to entice Customers to deal outside its framework. Any breach of this obligation shall be considered a material and fundamental breach of the Contract and shall result in the immediate termination of the Contract and a penalty of not less than one hundred fifty thousand (150,000) Saudi riyals.

Third: No Direct Competition

The Supplier undertakes not to use any information, data, or expertise gained through dealing with the ENTEK.AI Platform in any direct or indirect competitive activities with the Platform. It also undertakes not to develop or participate in developing competing platforms or offer services similar to ENTEK.AI's services during the term of the Contract and for a period of six (6) months after its expiration.

Part One: Basic Contract Duration
The provisions of this contract shall be effective for a period of three (3) full Gregorian years from the date of its signing by the Parties, and this period is considered sufficient to achieve the shared commercial objectives and build a sustainable and productive business relationship. The contract shall come into effect from the date of actual signing by the authorized representatives of both Parties, or from the date the Supplier actually begins using the Platform, whichever is earlier.

During the basic contract term, both Parties shall fully enjoy the rights and obligations specified in this contract, and neither of them may terminate the contract before the expiry of the specified term except in the exceptional cases expressly stipulated in this contract, such as material breach of obligations, force majeure events, or explicit written consent from the other Party.
Part Two: Automatic Renewal
This contract shall be automatically renewed for similar periods, each of three (3) Gregorian years, unless one Party notifies the other Party in writing of its desire not to renew at least ninety (90) days before the expiry date of the basic term or any subsequent renewal term. This automatic renewal system aims to ensure the continuity of the business relationship and provide stability for both Parties in long-term planning.

The notice of non-renewal must be in writing and signed by the authorized representative of the sending Party, and sent via registered mail, approved email, or direct delivery with acknowledgment of receipt. If such notice is not submitted within the specified time, the contract shall be deemed automatically renewed under the same terms and conditions set out in the original contract.
Part Three: Amendment of Terms During the Term
ENTEK.AI shall have the right to amend the service terms, commission rates, or any other provisions of this contract during its term, in order to keep pace with technical, commercial, and regulatory developments in the market. ENTEK.AI must also notify the Supplier of any proposed amendments via registered email or through the electronic Platform at least thirty (30) days before the date the amendment takes effect.

The Supplier's continued use of the Platform and provision of services through it after the expiry of the specified notice period shall be deemed implicit and explicit acceptance of the proposed amendments. If the Supplier does not agree to the amendments, it shall have the right to terminate the contract by written notice within the thirty-day notice period specified, without bearing any penalties or additional financial obligations.
Part Four: Ordinary Termination of the Contract
Either Party may terminate this contract at the end of the basic term or any subsequent renewal term, by submitting written notice to the other Party at least ninety (90) days before the desired termination date. The notice must include the grounds for termination and the specified date of contract expiry.

In the event of ordinary termination of the contract, the Parties shall settle all mutual financial obligations up to the date of termination, including amounts owed to the Supplier and commissions owed to ENTEK.AI. The Supplier shall also complete all pending and confirmed orders up to the date of termination, while complying with all service and quality terms specified in the contract.
Part Five: Exceptional Termination
Either Party may terminate this contract before the expiry of the specified term in the following exceptional cases:

First: Material breach of obligations. If either Party materially breaches any of the basic obligations stipulated in this contract, the other Party shall have the right to terminate the contract after a written warning granting the breaching Party a thirty (30) day period to remedy the breach. If the breach is not remedied within the specified period, termination shall become automatically effective.

Second: Exceptional economic circumstances. In the event of material changes in economic or regulatory circumstances that render performance of the contract impossible or unreasonably burdensome for either Party, renegotiation of the contract terms or termination by mutual agreement may be requested.

Third: Material regulatory changes. In the event new regulations or rules are issued by the competent governmental authorities that render performance of the contract unlawful or impossible, either Party shall have the right to terminate the contract by immediate written notice without bearing any additional financial obligations.
Fourth: The occurrence of a force majeure event that prevents performance of this contract, for any reason classified as force majeure.
Part Six: Effects of Contract Expiry
Upon expiry of this contract for any reason whatsoever, the following effects shall arise:

First: Financial settlement. The Parties shall carry out a comprehensive financial settlement of all amounts due up to the expiry date, including amounts collected from Customers, commissions due, and expenses incurred. The settlement shall take place within a period not exceeding thirty (30) days from the contract expiry date.

Second: Completion of pending orders. The Supplier shall complete all confirmed and pending orders up to the contract expiry date, while complying with all specified quality and service standards. The Supplier may not cancel or refuse any confirmed orders on the pretext of contract expiry.

Third: Return of materials and information. Each Party shall return all materials, documents, and confidential information obtained from the other Party during the performance of the contract, and delete any electronic copies thereof from its systems and databases.

Fourth: Continuation of basic obligations. Certain basic obligations shall continue even after expiry of the contract, including confidentiality and non-disclosure obligations, non-direct contracting with the Platform's Customers, and non-use of commercial information for competitive purposes, for the periods specified in the related clauses.

Part One: Commission and Fee Structure
Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI) shall be entitled to a commission in consideration for the services provided to the Supplier through the Platform, and this commission shall be determined according to a tiered system that takes into account the sales volume, product type, and the level of services required. The following commission structure shall apply:

First: Basic commission on sales. The basic commission shall be calculated as a percentage of the total value of each completed order, and this percentage shall range between 3% and 25% depending on the product category and the Supplier's monthly sales volume. It shall be applied as shown on the Platform and as agreed upon at the time.


Second: Monthly subscription fees. In addition to the commission on sales, the Supplier shall pay monthly subscription fees to benefit from the Platform's services and advanced tools, according to the packages shown on the Platform and as agreed upon at the time:


Third: Additional technical service fees. For Suppliers who require specialized technical services such as Internet of Things (IoT) systems and monitoring and control tools, the following monthly fees shall apply:
Part Two: Commission Calculation and Deduction Mechanism
The commission due to ENTEK.AI shall be calculated on the basis of the net value of each completed order after deducting taxes and government fees, but before deducting any discounts or promotional offers the Supplier may provide to Customers. The commission shall be automatically deducted from the collected amount before it is transferred to the Supplier, in order to ensure ENTEK.AI receives its dues in a timely manner.


Part Three: Electronic Invoicing System
ENTEK.AI shall manage an integrated electronic invoicing system that complies with all requirements of the General Authority of Zakat and Tax in the Kingdom of Saudi Arabia, and this system shall include the issuance of two types of invoices:

First: Customer invoices. Customer invoices shall be issued in the name of the Supplier and through its accounting system linked to the Platform, or directly through ENTEK.AI's system in the absence of technical integration, or through the Supplier uploading the invoice to the Customer. These invoices shall include all information legally required, the responsibility for providing which rests with the Supplier, including:

Complete Supplier data (trade name, Commercial Registration (CR), tax number)
Customer data (name, address, tax number if any)
Details of the products or services provided
Prices, quantities, and total amounts
Details of applicable taxes and fees
Unique invoice number and date of issue
The QR Code required by law

Second: Commission invoices. ENTEK.AI shall issue its commission invoice to the Supplier at the end of each monthly financial cycle, and it shall include complete details of:

Total sales achieved during the month
Number of completed orders and the value of each
The commission calculated for each order and the monthly total
Subscription fees and additional service fees
Any discounts or adjustments applied
The net amount due to ENTEK.AI
Part Four: Commission and Taxes
All prices and amounts mentioned in this contract are specified in Saudi Riyal as the sole basic currency of dealing, and no other currency may be used except with the prior written consent of the Parties. All prices shall be inclusive of value added tax (VAT) at a rate of 15% or any other rate that may be determined by the competent authorities in the future.

Tax obligations:

The Supplier bears responsibility for the accuracy of the tax data provided to ENTEK.AI
The Supplier bears any tax differences or penalties resulting from inaccurate data
ENTEK.AI shall apply taxes in accordance with the information provided by the Supplier
ENTEK.AI shall have the right to request additional documents to verify the Supplier's tax status
Part Five: Financing Solutions and Advanced Payment Options
ENTEK.AI provides various financing solutions to Customers in cooperation with financing partners licensed by the Saudi Central Bank, in order to facilitate purchasing operations and increase sales volume for Suppliers. The Supplier agrees to enable ENTEK.AI to offer these options to Customers in accordance with the following terms:

First: Available financing plans
As they appear on the Platform

Second: Financing handling mechanism. When the Customer selects any of the available financing plans, the amount shall be deemed fully paid to the Supplier as soon as the financing partner transfers the full value to ENTEK.AI's escrow account. ENTEK.AI shall bear no responsibility for any delay by the financing partner in payment, as long as it has taken the usual follow-up and collection measures.

Part Six: Cash Flow and Liquidity Management
ENTEK.AI applies an advanced cash flow management system that ensures continuous liquidity for Suppliers while maintaining the Platform's financial stability. This system relies on the following criteria:

Customer collection cycle: 15 days on average, which is the expected period for collecting payments from Customers and confirming receipt of the products or services, unless otherwise agreed.

Supplier payment cycle: 2.5 days on average, which is the maximum period for transferring dues to Suppliers after confirmation of order completion.

Part One: General Return and Exchange Policy
The ENTEK.AI Platform applies a comprehensive and balanced return and exchange policy aimed at protecting Customers' rights while preserving the legitimate interests of Suppliers, in accordance with consumer protection regulations in the Kingdom of Saudi Arabia and the international standards adopted in e-commerce. This policy is characterized by clarity, transparency, and fairness in application.

Basic principles of the policy:

The return policy is based on basic principles that ensure a balance between the rights of all Parties. First, the Customer has the right to return any product within a specified period of time if it does not conform to the announced specifications or in the event of defects in manufacturing or delivery. Second, the Supplier bears responsibility for accepting returns in justified cases and bearing the shipping and handling costs. Third, ENTEK.AI shall act as a neutral intermediary in evaluating return requests and ensuring fair application of the policy.

Return time periods:

The time periods allowed for return differ according to the type and nature of the product, taking into account the technical and operational characteristics of each category of petroleum and energy products:

Liquid petroleum products cannot be returned
Energy equipment and devices: 14 days from the date of delivery, with the possibility of initial inspection and testing to decide whether or not it can be returned.
Consulting and technical services: 1 day from the date the service begins to be provided, in the event of non-conformity with the agreed specifications
Customized or made-to-order products: cannot be returned except in the case of manufacturing defects or non-conformity with specifications
And/or any products or services whose return mechanism appears on the Platform prior to the ordering process shall prevail over what is contained in this contract
Part Two: Return Request Processing Procedures
ENTEK.AI follows specific and organized procedures for processing return requests, with the aim of ensuring speed and accuracy in handling these requests and achieving satisfaction for all parties concerned.

Stage One: Submitting the Return Request

The Customer shall submit the return request through the electronic Platform or the mobile phone application, providing the following information and documents:

The original order number and date of purchase
The reason for return with full details, with complete packaging and accessories
Photographs of the product in the event of visible defects
Receipt of delivery or any other related documents

Stage Two: Initial Evaluation

ENTEK.AI shall review the return request within 72 hours of its submission, and this review shall include:

Verifying the validity of the information provided
Reviewing the return policy specific to the product type
Ensuring that the time and technical conditions are met
Communicating with the Supplier to obtain its initial approval

Stage Three: Technical Inspection and Evaluation

In the event of initial approval of the return request, arrangements shall be made to receive the product from the Customer and conduct a comprehensive technical inspection that includes:

Inspecting the physical condition of the product and all its accessories, packaging, and attachments.
Testing the basic functions and conformity with specifications
Evaluating the extent of the product's use and its conformity with the return conditions
Preparing a detailed technical report on the condition of the product

Stage Four: Making the Final Decision

Based on the results of the technical inspection and condition evaluation, one of the following decisions shall be made:

Approval of full return: full refund of the amount to the Customer
Approval of partial return: refund of part of the amount depending on the condition of the product
Rejection of the return: in the event the conditions are not met or in cases of misuse
Offering an exchange: providing a replacement product instead of a financial refund
Part Three: Commercial Dispute Resolution Mechanism
ENTEK.AI applies a graduated system for resolving commercial disputes that may arise between Suppliers and Customers, with the aim of achieving fair and prompt solutions without the need to resort to lengthy and costly judicial proceedings.

Level One: Direct Amicable Resolution

The Parties (the Supplier and the Customer) are encouraged to attempt to resolve the dispute directly and amicably within a period of 7 days from the arising of the dispute, with the following support and facilities provided by ENTEK.AI:

Providing a secure and monitored communication channel between the Parties
Providing information and documents related to the dispute
Providing initial technical and legal consultation
Recording and documenting all attempts and temporary agreements

Level Two: Specialized Mediation

In the event the direct amicable resolution fails, ENTEK.AI shall intervene as a neutral and specialized mediator to resolve the dispute, and this stage shall include:

Appointing a specialized team of legal and technical experts
Conducting a comprehensive investigation into the causes and circumstances of the dispute
Engaging external experts when needed
Offering balanced and fair solution proposals
Preparing a settlement agreement binding on the Parties

Level Three: Institutional Arbitration

If mediation does not succeed in resolving the dispute, recourse shall be had to institutional arbitration in accordance with the following procedures:

Selecting a specialized arbitrator from a list approved by the Saudi Chamber of Commerce
Determining the place and time of the arbitration sessions
Submitting pleadings and evidence from both Parties
Issuing a final and binding arbitration award
Enforcing the arbitration award through the available mechanisms
Part Four: Compensation and Financial Penalties
ENTEK.AI applies a specific system of compensation and financial penalties in cases of breach of return obligations or causing unjustified disputes, in order to ensure compliance with the adopted policies and protect the rights of all Parties.

Supplier penalties:

Refusal of a justified return: 5,000 Riyals per case + compensation to the Customer
Delay in processing the return: 500 Riyals per day of delay
Providing misleading information: 10,000 Riyals + processing costs
Failure to cooperate in dispute resolution: 2,000 Riyals + mediation costs
Or as shown on the website.

Customer compensation:

Full return: 100% of the product's value + shipping costs
Partial return: a percentage of the value depending on the condition of the product
Compensation for damages: according to technical and legal assessment
Compensation for delay: 1% of the order value per day of delay, provided it does not exceed 20% of the value of the proven damage
Part Five: Exceptions and Special Cases
The return policy includes specific exceptions for special cases that require treatment different from the ordinary procedures, taking into account the nature of petroleum and energy products and the risks associated with them.

Non-returnable products:

Consumed or mixed petroleum products
Equipment customized or modified at the Customer's request
Expired products or products damaged by the Customer's act
Services that have been fully performed and conform to specifications
Products of a customized nature based on the Customer's need.
Solution products that include a product and one or more services, in the event any one of them has been performed.

Emergency cases:

Accidents and natural disasters
Sudden governmental decisions
Technical problems beyond control
Exceptional economic circumstances

Special procedures for hazardous products:

Applying strict safety protocols
Engaging experts specialized in safe handling
Coordinating with the competent regulatory authorities
Applying safe transport and storage standards

Part One: Advanced Accounting Integration System
ENTEK.AI undertakes to provide an advanced and sophisticated accounting integration system that links the ENTEK.AI Platform with the Supplier's accounting and financial systems, with the aim of achieving full data synchronization, reducing human errors, and increasing operational efficiency. This system supports all accounting systems common in the Saudi and global markets, and complies with the requirements of the General Authority of Zakat and Tax.

Basic system components:

The accounting integration system consists of several advanced technical components that work harmoniously to ensure the smooth and secure flow of data. First, dedicated application programming interfaces (APIs) that allow the secure exchange of financial and accounting data between the various systems. Second, an automatic synchronization system that ensures real-time data updating across all linked systems. Third, verification and reconciliation tools that detect any discrepancy or errors in the data and immediately alert users.

Synchronized data:

The accounting integration includes the synchronization of all basic financial and commercial data, including:

Sales and purchase invoices with all their details
Debit and credit account movements
Details of taxes and government fees
Inventory and cost movements
Periodic financial and accounting reports
Customer and Supplier data
Payment and collection transactions

Security and protection standards:

The system applies the highest security and protection standards to ensure the safety of sensitive financial data, including advanced encryption of data during transmission and storage, multi-factor authentication systems, monitoring of access and permissions, and logging of all operations and changes for audit and review purposes.
Part Two: Advanced Inventory Management Tools
ENTEK.AI provides a comprehensive set of advanced inventory management tools that help the Supplier improve the efficiency of its operations, reduce costs, and increase the level of service provided to Customers. These tools use artificial intelligence and machine learning techniques to provide accurate forecasts and intelligent recommendations.

Smart inventory tracking system:

The system provides accurate and detailed tracking of all inventory movements, including incoming and outgoing quantities, current availability levels, quantities reserved for confirmed orders, and quantities available for sale. It also provides immediate alerts when inventory drops to critical levels or when products are approaching their expiry date.

Forecasting and planning tools:

It uses advanced algorithms to analyze historical data and demand patterns to provide forecasts as accurate as possible, and based on current data, to predict future demand, which helps the Supplier optimally plan purchasing and production. These forecasts take into account seasonal factors, market trends, and special events. These forecasts are to be taken as the best guidance, without any acknowledgment of their certain accuracy given their speculative nature.

Multi-location management:

For Suppliers who manage inventory in multiple locations, the system provides advanced tools for managing and coordinating inventory across all locations, including optimizing distribution, reducing transportation costs, and ensuring the availability of products in the appropriate places.
Part Three: Smart Analytics and Reporting Platform
ENTEK.AI provides an advanced analytics platform that transforms raw data into actionable insights, helping the Supplier make informed decisions and continuously improve its business performance.

Interactive dashboards:

It provides interactive and customized dashboards that display key performance indicators (KPIs) in a clear and understandable visual manner. These indicators include sales volume, growth rates, profitability levels, customer satisfaction, and operational efficiency.

Advanced financial reports:

Detailed financial reports are generated automatically in accordance with Saudi and international accounting standards, including income statements, balance sheets, cash flow statements, and profitability reports by product, Customer, and time period.

Customer and market analytics:

It provides in-depth analytics of Customer behavior and preferences, market trends, and new business opportunities. These analytics help the Supplier develop more effective marketing strategies and improve its commercial offerings.
Part Four: Integrated Digital Marketing Tools
ENTEK.AI provides a comprehensive set of digital marketing tools that help the Supplier reach new Customers, increase its sales, and strengthen its presence in the market.

Advertising campaign management:

It enables the Supplier to create and manage targeted advertising campaigns across multiple platforms, including search engines, social media, and specialized websites. These tools use artificial intelligence techniques to improve audience targeting and increase conversion rates, whether directly or indirectly.

Search engine optimization (SEO):

It applies advanced techniques to improve the appearance of the Supplier's products in organic search results, which increases free and organic reach to potential Customers. These techniques include content optimization, keywords, links, and other technical factors.

Marketing content management:

It provides advanced tools for creating and managing marketing content, including texts, images, video clips, and infographics. It also offers ready-made and customized templates for various types of content and marketing campaigns.
Part Five: Customer Relationship Management (CRM) System
The integrated customer relationship management system provides comprehensive tools for managing all interactions with Customers and improving the level of service provided to them.

Unified customer database:

It gathers all Customer information in a unified and organized database, including personal data, purchase history, preferences, previous interactions, and satisfaction level. This information helps provide a more customized and effective service.

Multi-channel communication tools:

It supports multiple communication channels with Customers, including email, text messages, phone calls, and live chat. All these interactions are recorded and tracked to ensure the continuity and quality of service.

Complaints and inquiries management system:

It provides an advanced system for managing Customer complaints and inquiries, including classifying cases by priority, distributing them to the specialized teams, tracking the processing status, and ensuring response within the specified times.
Part Six: Security and Monitoring Tools
ENTEK.AI applies advanced security and monitoring systems to protect data and systems from cyber threats and ensure business continuity.

Round-the-clock systems monitoring:

Monitoring systems operate around the clock to track the performance of all systems and services, and to detect any problems or potential threats at an early stage. In the event any malfunction is discovered, immediate alerts are sent to the specialized technical teams to take the necessary actions.

Backup and recovery systems:

A comprehensive backup strategy is applied that ensures all important data is stored in multiple, secure locations. It also provides rapid recovery systems that can restart services in the shortest possible time in the event of any emergency.

Audit and compliance:

It maintains detailed records of all operations and changes that occur in the systems, which facilitates internal and external audit processes and ensures compliance with regulatory and legal requirements.

Part One: The Graduated Penalty System
ENTEK.AI applies a graduated and fair system of penalties and fines aimed at ensuring compliance with the provisions of this contract and achieving the highest standards of quality and service. This system takes into account the nature of the violation, its degree of severity, and its recurrence, while providing opportunities for correction and improvement before the maximum penalties are applied.

Principles of the system:

The penalty system is based on the principles of fairness, proportionality, and transparency, whereby the fine is proportionate to the size of the violation and its impact on Customers and the Platform. The system also provides mechanisms for appeal and review to ensure that unfair or unjustified penalties are not applied.

Classification by severity:

Violations are classified into three main categories:

Minor violations: have a limited effect on the Customer experience
Medium violations: affect the quality of service or the reputation of the Platform
Serious violations: threaten the safety of Customers or harm fundamental interests
Part Two: Detailed Schedule of Fines
Type of violation
Detailed description
Fine or action
Recurrence
Delay in delivery
Delay in delivering the order by more than 48 hours past the specified date without an acceptable justification
1% of the order value per day of delay, up to a maximum of 10%
First warning: written warning
Second: doubled fine
Third: temporary suspension
Cancellation of a confirmed order
The Supplier's cancellation of a confirmed and paid order without an acceptable legal or technical justification
SAR 5,000 + full compensation of the Customer + additional costs
First: basic fine
Second: doubled fine

Third: contract review
Repeated negative ratings
Receiving a rating of less than 3 stars in 5 consecutive orders
Temporary suspension of the account until an approved corrective plan is submitted
Monthly performance evaluation
Mandatory improvement plan

Intensified monitoring
Violation of public safety or of general and special regulations and instructions.
Violation of safety conditions or the requirements of the Ministry of Energy or the regulatory authorities
SAR 100,000 + the right of immediate termination + notification of the competent authorities
Immediate and final
No second chance

Termination of the contract
Refusal of technical integration
Refusal or delay in implementing the technical integration requirements after the specified deadline has expired
SAR 2,000 for each day of delay until full completion
Final warning after 30 days
Doubled fine after 60 days

Termination of the contract after 90 days
Violation of the non-solicitation clause
Direct communication with Platform Customers or attempting to solicit them outside the framework of the Platform
SAR 250,000 per Customer + compensation for damages + permanent ban
Immediate and final
Legal action

Additional compensation
Leakage of information
Disclosure or leakage of Customer information or the Platform's trade secrets
SAR 500,000 + compensation for damages + legal action
Immediate and final
Legal prosecution

Comprehensive compensation
Misleading information
Providing false or misleading information about products, services, or legal status
SAR 50,000 + immediate correction + intensified monitoring
First warning
Doubled fine

Termination of the contract
Low quality
Providing products or services that do not match the announced or agreed specifications
SAR 10,000 + replacement of the product + compensation of the Customer
Improvement plan
Quality monitoring

Periodic audit
Non-responsiveness
Failure to respond to Customer inquiries or support requests within the specified deadlines
SAR 1,000 per case + mandatory training
Improvement of the support system
Increase of resources

Performance monitoring
Pricing violation
Applying prices different from those agreed upon or announced on the Platform
SAR 25,000 + immediate correction + policy review
Price audit
Automated monitoring system

Prior approvals

Part Three: Clause on Non-Direct Contracting with Platform Customers (Enhanced Clause)
This clause is considered one of the most important protective clauses in the contract, and it aims to protect the technical and marketing investments made by ENTEK.AI in building a strong and diverse customer base.

Comprehensive definition of the violation:

Violation of this clause includes any form of direct or indirect communication with Platform Customers for the purpose of contracting or trading outside the framework of the Platform, including:

Direct telephone communication with Customers to offer products or services
Sending direct promotional emails or text messages
Communication via social media for commercial purposes
Offering price quotes or special discounts outside the Platform
Creating alternative sales channels targeting Platform Customers
Using Customer information obtained from the Platform for external marketing purposes
Cooperating with intermediaries or distributors to reach Platform Customers
Participating in exhibitions or events for the purpose of soliciting Platform Customers

The time period of the prohibition:

This prohibition applies throughout the entire term of the contract, and continues for an additional period of twelve (12) months after the termination of the contract for any reason whatsoever. This additional period is necessary to protect long-term investments and to ensure that the Supplier does not exploit the relationships it built through the Platform.

Detection and monitoring mechanism:

ENTEK.AI applies an advanced system for monitoring and detecting violations of this clause, which includes:

Monitoring the Supplier's activities on social media
Tracking the Supplier's marketing and advertising activities
A system of reports from Customers about any direct communication attempts
Monitoring the Supplier's websites and other platforms
Analyzing sales and customer patterns to detect any suspicious deviations

Fines and intensified penalties:

Basic fine: SAR 250,000 for each Customer contacted directly
Compensation for damages: additional compensation for actual damages and loss of expected profits
Escalating fine: doubling of the fine with each additional violation
Immediate termination: ENTEK.AI's right to terminate the contract immediately without prior notice
Permanent ban: prohibiting the Supplier from dealing with the Platform in the future
Legal action: the right to resort to the judiciary to collect full compensation
Part Four: Clause on Exclusivity of the Electronic Channel (Enhanced Clause)
This clause aims to ensure that all orders received through the ENTEK.AI Platform are handled exclusively through the Platform, without any attempt to circumvent it or divert it to other channels.

Exclusivity obligations:

The Supplier undertakes an absolute obligation to the following:

Processing all orders received from the Platform exclusively through it
Not diverting any order to competing platforms or direct sales channels
Not using order information for external marketing purposes
Complying with the Platform's prices and terms for all orders received from it

Monitoring and verification mechanism:

ENTEK.AI uses advanced technologies to monitor the Supplier's compliance with this clause, including:

Tracking unique order identifiers across all systems
Monitoring the Supplier's activities on other platforms
Analyzing patterns of prices and offers presented
A system of reports from Customers about any alternative offers
Periodic review of sales and operations records

Penalties and sanctions:

Immediate fine: SAR 150,000 for each proven circumvention incident
Account suspension: temporary or permanent suspension of the Supplier's account on the Platform
Confiscation of dues: withholding amounts due to the Supplier as a guarantee for the fines
Immediate termination: terminating the contract immediately without any obligations on the part of ENTEK.AI
Future prohibition: prohibiting the Supplier from applying to work with the Platform in the future
Part Five: Clause on Legal Liability for Official Violations
The Supplier bears full and absolute responsibility for all official and regulatory violations that may be issued against it by the competent government authorities, and undertakes to protect ENTEK.AI from any consequences or damages that may result from these violations.

Scope of liability:

The Supplier's liability includes all violations related to (by way of example, not limitation):

Government licenses and permits
Occupational safety and health standards
Environmental and sustainability requirements
Quality and conformity regulations
Tax and zakat laws
Labor and workers' regulations
Consumer protection laws
Commercial fraud control regulations

Compensation obligations:

The Supplier undertakes to compensate ENTEK.AI for:

All financial fines and violations
Costs of legal proceedings and legal fees
Moral and operational damages
Loss of profits and business opportunities
Costs of rehabilitation and reputation building
Any other compensation that may be claimed by the competent authorities

Protection procedures:

In the event any official violation is issued against the Supplier:

Immediate notification to ENTEK.AI of the details of the violation
Submission of an immediate action plan to address the violation
Bearing all costs and financial consequences
Full cooperation with ENTEK.AI in defense proceedings
Providing additional guarantees to prevent recurrence of the violation

Part One: General Framework for Cybersecurity
Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI) and the Supplier undertake to apply the highest internationally recognized cybersecurity standards to protect data, systems, and sensitive information from all types of cyber threats. This policy is based on global best practices and recognized international standards, including the ISO 27001 standard for information security management systems, the NIST Cybersecurity Framework, and the requirements of the National Cybersecurity Authority in the Kingdom of Saudi Arabia.

Strategic objectives of cybersecurity:

The cybersecurity policy aims to achieve a set of fundamental strategic objectives that ensure comprehensive protection of digital and information assets. First, ensuring the confidentiality of information (Confidentiality) by preventing unauthorized access to sensitive data and confidential business information. Second, maintaining the integrity of data (Integrity) and ensuring it is not modified or tampered with by unauthorized parties. Third, ensuring the availability of services (Availability) and the ability to access them at all required times without interruption or disruption.

Scope of application:

The cybersecurity policy covers all systems, applications, data, networks, and devices used in operating the ENTEK.AI Platform, including cloud systems, databases, mobile phone applications, application programming interfaces, electronic payment systems, and all systems connected or integrated with the Platform. It also covers all employees, contractors, partners, and suppliers who have access to any of these systems or data. ENTEK.AI's role is limited exclusively to the security matters that are its own, as the Supplier is solely responsible for the security and soundness of all its procedures, operations, and privacy with respect to its own side, including any compensation that may result from any affected stakeholder being impacted by this security shortcoming.

Fundamental principles:

The cybersecurity policy is based on a set of fundamental principles that guide all security decisions and procedures. The principle of Defense in Depth, which relies on applying multiple levels of protection instead of relying on a single security solution. The Principle of Least Privilege, which ensures that users are granted the lowest level of privileges necessary to perform their tasks. The principle of Security by Design, which integrates security considerations into all stages of system development and operation.
Part Two: Identity and Access Management
ENTEK.AI applies an advanced Identity and Access Management (IAM) system that ensures that only the right people have the right access to the right resources at the right times and for the right reasons.

Multi-factor authentication system:

The Multi-Factor Authentication (MFA) system is applied to all sensitive accounts and systems, which requires users to provide two or more different authentication factors. The first factor is something the user knows (a password), the second factor is something the user possesses (a mobile phone or a security token), and the third factor is something that identifies the user (a fingerprint or facial recognition). This system significantly reduces the risk of account breaches even in the event that passwords are leaked.

Management of permissions and roles:

The Role-Based Access Control (RBAC) model is applied, which determines user permissions based on their job roles and responsibilities. Each role contains a specific set of permissions that allow the user to access only the resources and functions necessary to perform their tasks. These permissions are reviewed and updated periodically to ensure they are consistent with current requirements and do not include excessive or unnecessary permissions.

Monitoring and logging of activities:

All access and usage activities for systems and data are logged and monitored continuously and in detail. This includes recording successful and failed login attempts, operations performed, files used, and changes made to the system. These logs are analyzed using artificial intelligence and machine learning tools to detect suspicious patterns and potential threats in real time.
Part Three: Data Protection and Encryption
ENTEK.AI applies a comprehensive data protection strategy that includes advanced encryption, security classification of data, and management of the data lifecycle from creation to secure deletion.

Advanced encryption:

Encryption is applied to all sensitive data both at rest and in transit using internationally recognized encryption algorithms such as AES-256 for stored data and TLS 1.3 for data transmitted over the network. Encryption keys are managed using an advanced Key Management System that ensures the secure generation, distribution, rotation, and revocation of keys in accordance with security best practices. Database-level encryption and Application-Level Encryption are also applied to ensure multi-layered protection.

Security classification of data:

All data is classified according to its level of sensitivity and commercial importance into four main categories: Public data, which can be shared without restrictions; Internal data, designated for internal use only; Confidential data, which requires special protection; and Top Secret data, which requires the highest levels of protection. Each of these categories has specific protection and handling procedures that correspond to the level of sensitivity and the risks associated with it.

Backup and recovery:

A comprehensive backup strategy is applied following the 3-2-1 rule (three copies, two different media, one copy off-site) to ensure the ability to recover data in the event of any emergency or disaster. Backups are performed automatically and regularly, with periodic testing of recovery operations to confirm the soundness and effectiveness of the system. All backup copies are encrypted and protected at the same level of security applied to the original data.
Part Four: Network and Infrastructure Security
ENTEK.AI applies a comprehensive set of network and infrastructure security measures to protect systems from external and internal threats.

Advanced firewalls:

Next-Generation Firewalls are deployed at all entry and exit points of the network, which inspect and filter all incoming and outgoing data traffic according to specific, continuously updated security policies. These firewalls support Deep Packet Inspection, application detection and control, an Intrusion Prevention System, and protection against malicious software.

Virtual Private Networks (VPN):

Secure connections are provided for employees and partners through Virtual Private Networks (VPN) that use strong encryption protocols and advanced authentication mechanisms. This ensures that all remote connections are protected and encrypted, and prevents eavesdropping or tampering with data during transmission over public networks.

Network monitoring and threat detection:

A comprehensive network monitoring system operating around the clock is applied to detect suspicious activities and potential threats. This system uses artificial intelligence and machine learning techniques to analyze data traffic patterns and detect deviations and abnormal behaviors. In the event any threat is discovered, immediate alerts are sent to the cybersecurity team to take the necessary action.
Part Five: Management of Security Vulnerabilities and Updates
ENTEK.AI applies a comprehensive program for managing security vulnerabilities aimed at the early detection of weaknesses in systems and addressing them before attackers are able to exploit them.

Periodic vulnerability scanning:

A comprehensive and periodic scan of all systems, applications, and networks is conducted to detect potential security vulnerabilities using advanced, continuously updated scanning tools. This scan covers known vulnerabilities in operating systems and applications, security configuration errors, and weaknesses in the network. Discovered vulnerabilities are classified according to their level of severity and the priority for addressing them.

Management of security updates:

Security updates and patches are applied regularly and in an organized manner according to a specific schedule that takes into account the level of severity and the importance of the system. Critical updates are applied immediately, while other updates are scheduled and applied during designated maintenance windows to minimize the impact on operational processes.

Penetration testing:

Periodic Penetration Testing is conducted by independent, certified cybersecurity experts to simulate real attacks and discover weaknesses that traditional scanning tools may not reveal. These tests cover the testing of networks, applications, systems, and processes, and provide detailed recommendations for improving the security posture.
Part Six: Response to Security Incidents
ENTEK.AI applies a comprehensive plan for responding to security incidents that ensures swift and effective handling of any security threats or breaches that may occur.

Incident response team:

A specialized Computer Security Incident Response Team (CSIRT) is formed, comprising experts in various fields of cybersecurity, technology, and law. This team is available around the clock and trained to handle various types of security incidents according to specific, tested procedures.

Containment and remediation procedures:

In the event a security incident is discovered, immediate containment procedures are activated to prevent the spread of the threat and reduce potential damage. This includes isolating affected systems, shutting down services at risk, and activating alternative systems to ensure business continuity. After containment, a detailed analysis of the incident is conducted to understand its nature, scope, and impact, and then the necessary procedures for remediation and recovery are applied.

Documentation and learning:

All security incidents are documented in detail, including causes, impacts, actions taken, and lessons learned. This information is used to improve security procedures, prevent similar incidents in the future, and develop response plans and train teams to handle different scenarios.

Part One: The Legal Framework for Data Protection
ENTEK.AI and the Supplier undertake to fully comply with all local and international laws and regulations relating to the protection of personal data and privacy, including the Personal Data Protection Law (PDPL) in the Kingdom of Saudi Arabia, the European General Data Protection Regulation (GDPR) when dealing with the data of European citizens, and any other relevant laws in the countries to which the Platform's services may extend.

Definition of Personal Data:

Personal data includes any information relating to an identified or identifiable natural person, including, without limitation: full name, national ID or residency (Iqama) number, date of birth, residential or business address, phone numbers, email addresses, financial and banking information, geographic location data, health information, biometric data, and any other information through which a person's identity can be determined, directly or indirectly.

Principles of Data Processing:

All personal data shall be processed in accordance with the following fundamental principles: lawfulness, fairness and transparency in processing; purpose limitation, restricting processing to specified and legitimate purposes; data minimization, such that data is adequate, relevant and limited to what is necessary; accuracy of data and updating it when needed; defining the data retention period; and security in processing through the application of appropriate technical and organizational measures.

Legal Basis for Processing:

The legal basis for processing personal data shall be clearly determined for each type of processing, which may be the consent of the data subject, the necessity of performing the contract, compliance with a legal obligation, protection of vital interests, performance of a task carried out in the public interest, or the legitimate interests of the data controller or a third party.
Part Two: Rights of Data Subjects
ENTEK.AI and the Supplier guarantee the respect and protection of all rights of personal data subjects and the provision of the necessary mechanisms for exercising these rights easily and effectively.

The Right to Information and Transparency:

Data subjects have the right to obtain clear and understandable information about how their personal data is processed, including the purpose of processing, the categories of data processed, the recipients or categories of recipients of the data, the data retention period, and their rights with respect to the data. This information is provided through the detailed privacy policy that is readily available on the Platform.

The Right of Access:

Data subjects have the right to obtain confirmation as to whether their personal data is being processed, and, where it is being processed, to obtain a copy of the personal data undergoing processing and additional information about the processing. Access requests shall be responded to within a period not exceeding 30 days from the date of the request.

The Right to Rectification:

Data subjects have the right to request the correction of inaccurate or incomplete personal data. The requested corrections shall be carried out without undue delay, and all parties with whom the data has been shared shall be notified of the corrections made.

The Right to Erasure (the Right to be Forgotten):

Data subjects have the right to request the erasure of their personal data in certain circumstances, such as the data no longer being necessary for the original purposes, withdrawal of consent, or unlawful processing. Each erasure request shall be carefully assessed and carried out once the legal and administrative conditions are met.

The Right to Restriction of Processing:

Data subjects have the right to request the restriction of the processing of their personal data in certain circumstances, such as contesting the accuracy of the data or objecting to the processing. During the restriction period, the data shall be retained without being processed, except with the consent of the data subject or for specified legal purposes.

The Right to Data Portability:

Data subjects have the right to receive their personal data in a structured, commonly used and machine-readable format, and to transmit this data to another controller without hindrance, where the processing is based on consent or on a contract and is carried out by automated means.
Part Three: Technical and Organizational Security Measures
ENTEK.AI and the Supplier shall apply technical and organizational security measures that are appropriate and proportionate to the level of risk, to ensure the protection of personal data from unauthorized or unlawful processing and from accidental loss, destruction or damage.

Technical Measures:

Technical measures include encrypting personal data during transmission and storage using strong, approved encryption algorithms; applying strong, multi-factor authentication systems; managing access and permissions based on the principle of least privilege; monitoring and logging all access and processing activities; applying intrusion detection systems and protection against malicious software; and performing regular backups and testing recovery procedures.

Organizational Measures:

Organizational measures include establishing clear policies and procedures for data protection; training all employees and contractors on data protection and privacy requirements; appointing a qualified and trained data protection officer; conducting periodic risk assessments and data protection impact assessments; applying the principle of privacy by design and privacy by default in all new systems and processes; and establishing procedures for handling and reporting data breaches.

Management of Contractors and Third Parties:

It shall be ensured that all contractors and third parties dealing with personal data apply appropriate protection measures that comply with the requirements of this Contract and the applicable laws. Data processing agreements shall be concluded with all sub-processors specifying their obligations and responsibilities in protecting data.
Part Four: Reporting of Data Breaches
ENTEK.AI and the Supplier shall apply clear and specific procedures for detecting personal data breaches, reporting them, and dealing with them quickly and effectively.

Definition of a Data Breach:

A personal data breach is defined as any security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.

Detection and Reporting Procedures:

In the event that a breach of personal data is discovered, immediate response procedures shall be activated, including containing the breach and preventing its spread, assessing the scope of the breach and its potential impact on data subjects, and documenting all details relating to the breach. The breach shall be reported to the competent supervisory authority within 72 hours of its discovery, unless it is unlikely that the breach will result in a risk to the rights and freedoms of natural persons.

Notification of Data Subjects:

If the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons, the data subjects affected by the breach shall be notified without undue delay. The notification shall include a clear description of the nature of the breach, the contact information of the data protection officer, a description of the likely consequences of the breach, and a description of the measures taken or proposed to address the breach and mitigate its possible adverse effects.
Part Five: International Data Transfer
ENTEK.AI and the Supplier shall apply strict controls against the transfer of personal data outside the Kingdom of Saudi Arabia, to ensure the continuation of appropriate protection of the data.

Conditions for International Transfer:

Personal data shall not be transferred to countries or international organizations outside the Kingdom except in the following cases: the existence of a decision by the competent authority that the country or international organization ensures an appropriate level of protection; the application of appropriate safeguards such as binding corporate rules or approved standard contractual clauses; or the existence of specific exceptions such as the explicit consent of the data subject or the necessity of performing the contract.

Required Safeguards:

When personal data is transferred internationally, additional safeguards shall be applied, including concluding data transfer agreements specifying the recipient's data protection obligations, applying additional technical security measures such as advanced encryption, periodically monitoring and reviewing the recipient's data protection practices, and ensuring the rights of data subjects to exercise their rights even after the transfer.

Part One: Definition and Classification of Intellectual Property
Intellectual property rights under this Contract include all moral and financial rights relating to intellectual, technical and commercial creations, including, without limitation: Copyright, Trademarks, Patents, Industrial Designs, Trade Secrets, databases, software and source codes, designs and interfaces, digital content, and specialized technical know-how.

ENTEK.AI's Intellectual Property:

Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI) retains full and exclusive ownership of all intellectual property elements relating to the ENTEK.AI Platform, including the Platform's name, logo and visual identity, all software, applications and source codes, databases and their structures and organization, operating and artificial intelligence algorithms, user interfaces and designs, marketing and educational content, technical documentation and guides, and any future developments or improvements to these elements.

The Supplier's Intellectual Property:

The Supplier retains full ownership of all intellectual property elements it owns prior to the conclusion of this Contract or that it develops independently outside the scope of cooperation with ENTEK.AI, including its products, services, trademark, trade secrets and specialized technical know-how. It also retains the intellectual property rights to the content it creates specifically for its products on the Platform, such as descriptions, images and technical specifications, provided that they do not conflict with ENTEK.AI's rights in the Platform itself.

Joint and Developed Ownership:

Any intellectual property developed jointly between ENTEK.AI and the Supplier during the period of cooperation, or resulting from the merger or integration of the technologies of the two Parties, shall be subject to a joint ownership agreement that is negotiated separately and documented in writing. This agreement determines each Party's rights to use, develop, market and license the jointly owned property.
Part Two: Usage Licenses and Authorizations
Each Party grants the other specific and limited licenses to use certain elements of its intellectual property in a manner that serves the purposes of this Contract and achieves its commercial objectives.

ENTEK.AI's License to the Supplier:

ENTEK.AI grants the Supplier a non-exclusive license, limited in time to the term of the Contract, to use specific elements of the ENTEK.AI Platform, including the Application Programming Interfaces (APIs) necessary for technical integration, inventory and order management tools, the customer relationship management system, analytics and reporting tools, and training and educational materials. This license is conditional upon full compliance with the provisions of this Contract and does not include the right to sublicense or transfer to third parties without ENTEK.AI's prior written consent.

The Supplier's License to ENTEK.AI:

The Supplier grants ENTEK.AI a non-exclusive license to use the information and content relating to its products and services on the Platform, including product descriptions, images, technical specifications and prices, for the purposes of display, marketing and sale through the Platform. It also grants a license to use its trademark and logo in the appropriate context for marketing and promoting its products on the Platform throughout the term of validity of the provisions of this Contract.

Restrictions on Use:

All licenses granted under this Contract are limited to the specified purpose and do not include the right to modify, develop, reverse engineer, or create derivative works without the express consent of the rights owner. Nor do they include the right to use the intellectual property for competitive purposes or in other projects outside the scope of this Contract.
Part Three: Protection of Trade Secrets and Confidential Information
The Parties undertake to protect the trade secrets and confidential information they obtain through cooperation under this Contract, and not to disclose them or use them for unauthorized purposes.

Definition of Confidential Information:

Confidential information includes any technical, commercial, financial or operational information that is not available to the public and has actual or potential commercial value, including, for example: algorithms and source codes, customer lists and their data, pricing and marketing strategies, financial and commercial data, future development plans, specialized technical know-how, and any other information expressly designated as confidential by the owning Party.

Confidentiality Obligations:

Each Party undertakes the following with respect to the other Party's confidential information: not disclosing the confidential information to any third party without prior written consent; using the confidential information only for the purposes specified in this Contract; applying the same level of protection used to protect its own confidential information, and at a minimum a reasonable level of protection; restricting access to the confidential information to employees and contractors who need it to perform their duties only; and returning or destroying all confidential information upon termination of the Contract or upon request.

Exceptions:

The confidentiality obligations do not apply to information that: was known to the receiving Party before its disclosure; became available to the public without a breach by the receiving Party; was lawfully obtained from a third party without an obligation of confidentiality; was developed independently without use of the confidential information; or whose disclosure is required by a judicial or legal order.

Duration of the Obligation:

The confidentiality obligations shall continue for a period of five (5) years after the termination of this Contract, or for a longer period if the nature of the information requires longer protection, or until the information lawfully becomes available to the public.
Part Four: Intellectual Property Protection Procedures
The Parties shall cooperate in implementing effective procedures to protect intellectual property rights from infringement or unauthorized use.

Monitoring and Detection:

Each Party shall apply appropriate monitoring systems to detect any potential infringement of intellectual property rights, including monitoring the internet, social media and other commercial platforms to search for unauthorized use of trademarks, content or technologies. In the event any infringement is discovered, the other Party shall be notified immediately and provided with all available information and evidence.

Legal Procedures:

In the event of an infringement of intellectual property rights, the aggrieved Party shall have the right to take all appropriate legal action to protect its rights, including sending cease and desist notices, filing complaints with electronic platforms, filing lawsuits to obtain injunctions and damages, and cooperating with the competent authorities in the case of criminal infringements.

Mutual Cooperation:

The Parties undertake to cooperate fully in protecting the jointly owned intellectual property rights or those related to the cooperation, including providing testimony and evidence, participating in legal proceedings, and bearing costs in proportion to the interest in the protected rights.
Part Five: Dealing with Intellectual Property Infringements
The Parties shall apply clear and specific procedures for dealing with intellectual property infringement claims that may be raised against either of them or against the Platform.

Notification Procedures:

Upon receiving any notice or claim of infringement of intellectual property rights, the receiving Party undertakes to notify the other Party immediately and to provide a complete copy of the notice or claim. The claim shall be jointly assessed to determine the extent of its validity and the appropriate procedures for responding to it.

Defense and Compensation:

Each Party shall bear responsibility for defending its own intellectual property rights and compensating the other Party for any damages resulting from the infringement of these rights. In the case of joint ownership, the responsibilities for defense and compensation shall be distributed in proportion to each Party's share in the ownership.

Alternative Procedures:

In the event an infringement of a third party's rights is established, the aggrieved Party shall have the right to choose one of the following measures: obtaining a license from the rights owner to continue use, modifying or replacing the infringing materials with non-infringing materials, or ceasing use of the infringing materials if the other options are not available or practical.

Part One: Technical Compliance Standards
The Supplier undertakes to fully comply with all technical standards and specifications set by ENTEK.AI, which aim to ensure seamless integration with the Platform and the delivery of an outstanding and consistent user experience. These standards include technical integration requirements, performance and responsiveness standards, security and protection protocols, and data and content quality standards.

Requirements for Integration with Application Programming Interfaces:

The Supplier must implement full integration with all required Application Programming Interfaces (APIs), including the product and inventory management interface, the order and payment processing interface, the customer management and communication interface, the reporting and analytics interface, and any additional interfaces that may be developed in the future. The integration must be compatible with the latest versions of the interfaces and support all required functions without errors or interruption.

Performance and Responsiveness Standards:

The Supplier undertakes to achieve specific performance standards, including a response time of less than 3 seconds for all basic operations, service availability of at least 99.5% monthly, a transaction success rate higher than 99%, and the ability to handle high loads during peak periods. These standards are continuously monitored, with periodic performance reports provided.

Compliance with International Standards:

All systems and processes must be compliant with relevant international standards, including ISO standards for quality and information security, World Wide Web standards (W3C), approved security protocols, and accessibility standards for persons with disabilities. This compliance ensures interoperability, reliability and security.
Part Two: Operational and Procedural Compliance
The Supplier undertakes to apply specific, approved operational procedures that ensure efficiency, quality and consistency in the delivery of services through the Platform.

Order Management Procedures:

Specific order processing procedures must be followed, including immediate confirmation of the order within 60 minutes of receipt, verifying product availability and updating inventory status, accurately determining the expected delivery date, coordinating with approved shipping companies, and providing the Customer with regular updates on the order status. Any deviation from these procedures requires the prior approval of ENTEK.AI.

Customer Service Standards:

The Supplier undertakes to provide outstanding customer service, including responding to inquiries within a maximum of 4 hours, providing specialized technical support for technical products, handling complaints professionally and promptly, and providing suitable and satisfactory solutions to Customers. The quality of customer service is evaluated periodically through satisfaction surveys and reviews.

Quality and Conformity Management:

The Supplier shall apply a comprehensive quality management system that ensures the conformity of all products and services with the declared specifications and required standards. This includes quality inspection before shipping, documenting all processes and procedures, training employees on quality standards, and the continuous improvement of processes based on feedback and analytics.
Part Three: Compliance with Regulatory and Legal Requirements
The Supplier bears full responsibility for complying with all laws, regulations and regulatory requirements applicable in the Kingdom of Saudi Arabia and any other countries to which its services may extend.

Licenses and Permits:

The Supplier must obtain all licenses and permits necessary to carry on its commercial activity, including the Commercial Registration (CR), the tax number, Ministry of Energy licenses for petroleum products, permits from the Saudi Standards, Metrology and Quality Organization, and any other licenses required according to the nature of the activity. These licenses must be renewed on their due dates, and ENTEK.AI must be notified of any changes.

Tax and Zakat Compliance:

The Supplier undertakes to fully comply with all tax and Zakat requirements, including registering for value added tax (VAT), filing returns on their due dates, paying tax and Zakat dues, and cooperating with the General Authority of Zakat and Tax in any reviews or audits. Any tax violations may affect the Supplier's relationship with the Platform.

Compliance with Labor Laws:

The Supplier shall apply all applicable labor laws, including regulated employment contracts, working and rest hours, wages and benefits, occupational safety and health, and workers' rights. It also undertakes not to employ workers in violation of labor regulations and to ensure that all employees obtain the necessary visas and permits.
Part Four: Compliance Monitoring and Continuous Evaluation
ENTEK.AI shall apply a comprehensive system for monitoring the Supplier's compliance with all technical, operational and legal requirements, with periodic performance evaluation and the taking of corrective actions when needed.

Automated Monitoring Tools:

ENTEK.AI uses advanced technical monitoring tools to track the Supplier's performance in real time, including monitoring response times, success and failure rates, the quality of data submitted, and compliance with security protocols. These tools generate automatic reports and alerts in the event any deviations from the required standards are detected.

Periodic Evaluations:

Comprehensive periodic evaluations of the Supplier's performance shall be conducted every three months, including reviewing technical, operational and legal compliance, analyzing key performance indicators, assessing customer satisfaction, and reviewing any problems or challenges faced by the Supplier. The results of these evaluations are used to develop improvement and development plans.

Corrective Actions:

In the event any non-compliance or deviation from the required standards is discovered, the Supplier shall be notified immediately and requested to submit a corrective action plan within 48 hours. The corrective actions must be implemented within the specified period; otherwise, the penalties or sanctions stipulated in the Contract may be applied. In cases of repeated or serious non-compliance, ENTEK.AI shall have the right to terminate the Contract immediately.

Part One: The Right of Audit and Review
ENTEK.AI retains the absolute right to conduct a comprehensive audit and periodic review of all of the Supplier's operations and activities relating to the performance of this Contract, in order to ensure full compliance with all of the specified provisions, terms and standards.

Scope of the Audit:

The audit includes all aspects related to the Supplier's performance, including the technical systems and software used, order processing and inventory management procedures, financial and accounting transaction records, customer files and communications with them, security and data protection procedures, compliance with legal and regulatory requirements, and any other aspects relevant to the performance of the Contract.

Audit Procedures:

The audit shall be conducted by a specialized team from ENTEK.AI or by approved external auditors, and includes reviewing documents and records, examining systems and processes, conducting interviews with relevant employees, and testing samples of transactions and operations. The auditors shall have the right to access all relevant information and documents and to receive the Supplier's full cooperation.

Timing and Notification:

ENTEK.AI shall have the right to conduct the audit at any time during normal business hours, with prior notice of not less than 48 hours for a routine audit, or without prior notice in cases of emergency or suspicion of serious violations. The Supplier must provide all necessary facilities to the auditors and ensure their access to all required information.
Part Two: Audit Reports and Follow-up
Detailed reports on the audit results shall be prepared and submitted to the Supplier, together with a clear action plan for addressing any weaknesses or violations discovered.

Content of the Report:

The audit report includes a comprehensive assessment of the Supplier's performance in all audited aspects, identifying strengths and weaknesses, noting any violations or deviations from the required standards, assessing the level of risk associated with each violation, and specific recommendations for improvement and development. It also includes a timetable for implementing the required corrective actions.

Response and Corrective Actions:

The Supplier must respond to the audit report within 7 days of its receipt, submitting a detailed action plan to address all points raised in the report. The corrective actions must be implemented within the specified time limits, with periodic progress reports submitted to ENTEK.AI. In the event of a failure to respond or a delay in implementation, ENTEK.AI shall have the right to apply the appropriate sanctions.

Follow-up and Verification:

ENTEK.AI shall follow up on the implementation of the corrective actions and verify their effectiveness through follow-up visits or additional audits. In the event the actions are not implemented satisfactorily, ENTEK.AI shall have the right to take additional measures, including intensifying monitoring, applying additional penalties, or terminating the Contract in serious cases.

Part One: Distribution of Responsibilities Between the Parties
Legal responsibilities are distributed between Bayt Al-Hirafiyoun Information Technology Company (ENTEK.AI) and the Supplier in a clear and specific manner, such that each Party bears full responsibility for the aspects that fall within the scope of its control and specialization, while ensuring mutual protection from liabilities arising from the acts or negligence of the other Party.

ENTEK.AI's Responsibilities:

ENTEK.AI bears full responsibility for operating and maintaining the electronic Platform and all technical systems associated with it, including servers, networks, databases and applications. It also bears responsibility for protecting the data of Customers and Suppliers stored on the Platform, ensuring the security of financial transactions and electronic payment, and providing technical support to Suppliers and Customers with respect to the use of the Platform. ENTEK.AI's responsibilities also include managing the Platform's marketing and promotion activities, ensuring compliance with the laws and regulations relating to e-commerce and consumer protection, and managing relationships with regulatory and governmental bodies with respect to operating the Platform.

The Supplier's Responsibilities:

The Supplier bears full responsibility for the quality and conformity of the products and services it provides through the Platform, including ensuring their conformity with the declared specifications and required standards, and their safety and fitness for the intended use. It also bears responsibility for obtaining all licenses and permits necessary to carry on its commercial activity, complying with all laws and regulations applicable in its field of specialization, and managing inventory and ensuring the availability of the products advertised on the Platform. The scope of the Supplier's responsibility also includes providing technical support and after-sales services to Customers, handling complaints and claims relating to its products, and ensuring delivery on the specified dates and with the required quality, and all matters relating to privacy and cybersecurity.

Joint Responsibilities:

ENTEK.AI and the Supplier share certain responsibilities that require continuous cooperation and coordination, including ensuring an outstanding and consistent customer experience, preserving the reputation of the Platform and the trademark, and dealing with emergencies and crises that may affect operations. They also share responsibility for compliance with security and protection standards, applying best practices in customer service, and the continuous improvement of the processes and services provided.
Part Two: Limits of Financial Liability
This Part specifies the maximum limits of financial liability for each Party, with the aim of providing clarity and predictability in dealing with potential claims and compensation.

Maximum Limit of Liability:

The total financial liability of each Party towards the other Party, regardless of the cause or nature of the claim, shall be limited to an amount not exceeding the total amounts paid or payable under this Contract during the twelve months preceding the date the claim arose, or the amount of one million Saudi Riyals, whichever is greater. This limit includes all types of damages and losses, including direct, indirect and consequential damages and loss of profits.

Exceptions to the Limits of Liability:

The limits of liability mentioned above do not apply to the following cases: damages resulting from gross negligence or willful misconduct, infringement of intellectual property rights, breach of confidentiality and privacy obligations, bodily injury or death, liabilities resulting from violation of laws and regulations, and indemnification obligations expressly stipulated in the Contract. In these cases, liability shall be unlimited, and the aggrieved Party shall have the right to claim full compensation for all actual damages.

Insurance and Protection:

Each Party undertakes to obtain appropriate insurance coverage, including insurance against professional and general liability, errors and omissions insurance, and cybersecurity insurance, with a minimum of two million Saudi Riyals per incident and five million Saudi Riyals in total annually. This insurance coverage must remain in effect throughout the term of the Contract and for an additional two years after its termination, with insurance certificates provided to the other Party upon request.
Part Three: Claims and Compensation Procedures
This Part specifies the procedures to be followed when claims or disputes arise relating to liability and compensation, with the aim of ensuring fair and prompt handling of these matters.

Notification Procedures:

The Party wishing to submit a claim must notify the other Party in writing within a period not exceeding 30 days from the date it becomes aware of the incident or the alleged damage. The notice must include a detailed description of the incident and the alleged damages, the legal basis for the claim, the amount claimed with appropriate justification, and all available supporting documents and evidence. Failure to comply with this time limit may result in forfeiture of the right to claim, except in cases of force majeure or exceptional circumstances.

Investigation and Assessment:

Upon receiving the claim notice, the claimed-against Party shall conduct a comprehensive investigation into the incident and the alleged damages, in cooperation with the claiming Party when necessary. The investigation includes collecting relevant evidence and documents, conducting interviews with witnesses and concerned parties, and engaging independent experts when needed. The investigation must be completed and a written response to the claim provided within 60 days from the date of receipt of the notice, with the possibility of extending this period by agreement of the Parties in complex cases.

Settlement and Alternative Solutions:

The Parties are encouraged to seek an amicable settlement of claims through direct negotiations or mediation, before resorting to formal legal proceedings. If a settlement is agreed upon, it shall be documented in writing and become binding on both Parties. If the Parties are unable to reach a settlement within 90 days from the date of the initial notice, either of them shall have the right to resort to arbitration or the judiciary in accordance with the dispute resolution provisions stipulated in this Contract.
Part Four: Mutual Indemnification and Protection
This Part regulates the mutual indemnification obligations between the Parties, such that each Party protects the other from claims and damages arising from its acts or negligence.

ENTEK.AI's Indemnification Obligations:

ENTEK.AI undertakes to indemnify the Supplier and protect it from all claims, lawsuits, damages, losses and costs (including reasonable attorneys' fees) arising out of or relating to the following: errors or defects in the operation of the electronic Platform or the technical systems associated with it; ENTEK.AI's infringement of the intellectual property rights of third parties in relation to the Platform; ENTEK.AI's breach of confidentiality or data protection obligations; damages resulting from the negligence or misconduct of ENTEK.AI's employees or contractors; and any violation by ENTEK.AI of the provisions of this Contract or the applicable laws.

The Supplier's Indemnification Obligations:

The Supplier undertakes to indemnify ENTEK.AI and protect it from all claims, lawsuits, damages, losses and costs arising out of or relating to the following: defects or problems in the products or services provided by the Supplier; the Supplier's infringement of the intellectual property rights of third parties; the Supplier's non-compliance with the laws and regulations applicable in its field of activity; damages resulting from the negligence or misconduct of the Supplier or its employees or contractors; the Supplier's breach of confidentiality obligations or the non-solicitation obligation; and any violation by the Supplier of the provisions of this Contract.

Indemnification Procedures:

Upon receiving notice of a claim from a third party, the Party seeking indemnification must notify the other Party immediately and provide all relevant information and documents. The Party obligated to indemnify shall have the right to assume the defense of the claim or participate in it, with the other Party undertaking to cooperate fully and provide all required assistance. The protected Party may not accept any settlement or admit liability without the prior written consent of the Party obligated to indemnify.
Part Five: Force Majeure and Suspension of Liability
This Part specifies the circumstances that may lead to the suspension or mitigation of liability due to events beyond the control of the Parties.

Definition of Force Majeure:

Force majeure events include any event or circumstance beyond the reasonable control of the affected Party that cannot be foreseen or avoided with reasonable care, including, without limitation: natural disasters such as earthquakes, floods and storms; wars, armed conflicts and terrorism; epidemics and health pandemics; sudden government decisions and regulatory changes; widespread strikes and labor unrest; interruption of essential services such as electricity and communications; and large-scale cyberattacks affecting essential infrastructure.

Effects of Force Majeure:

In the event of force majeure, the obligations of the affected Party that the event renders impossible or impractical to perform shall be suspended, without this being considered a breach of the Contract. Liability for delay or non-performance directly resulting from the force majeure event shall also be suspended. However, other obligations not affected by the event shall continue, and the affected Party must make all reasonable efforts to minimize the impact of the event and continue performing its obligations to the best extent possible under the circumstances.

Procedures for Dealing with Force Majeure:

The Party affected by the force majeure event must notify the other Party in writing as soon as possible, providing details of the event and its expected impact on the performance of obligations. Periodic updates on the development of the situation and the efforts made to mitigate the impact must also be provided. If the force majeure event continues for more than 90 consecutive days, either Party shall have the right to terminate the Contract upon 30 days' written notice, without this giving rise to any indemnification obligations, except for obligations due before the date of termination.

Clause One: The Graduated Approach to Dispute Resolution
The Parties shall follow a graduated and organized approach to resolving disputes that may arise between them, with the aim of achieving fair, swift, and cost-effective solutions, while preserving the positive business relationship between the Parties to the extent possible.

Stage One: Direct Negotiation:

Upon the arising of any dispute or disagreement between the Parties, each of them shall be obligated to first seek to resolve the dispute through direct negotiation and amicable discussions. These negotiations must be conducted in good faith and in a spirit of cooperation, with the appointment of authorized representatives from both Parties who have full authority to negotiate and reach an agreement. This stage shall continue for a period of 30 days from the date of the written notice of the dispute, and may be extended by agreement of the Parties if there are positive indications of reaching a resolution.

Stage Two: Specialized Mediation:

If direct negotiation fails to resolve the dispute within the specified period, the Parties shall move to the mediation stage through a neutral and specialized mediator selected by mutual agreement from the list of mediators accredited with the Riyadh Center for Commercial Arbitration or any other accredited mediation institution. The Parties shall bear the costs of mediation equally, unless they agree on a different distribution. The mediation stage shall continue for a period of 60 days from the date of the mediator's appointment, and may be extended by agreement of all Parties concerned.

Stage Three: Binding Arbitration:

In the event mediation fails to achieve a settlement satisfactory to the Parties, binding arbitration shall be resorted to as a final means of resolving the dispute. Arbitration shall be conducted in accordance with the arbitration rules in effect at the Riyadh Center for Commercial Arbitration, or any other accredited international arbitration institution agreed upon by the Parties. The arbitration decision shall be final and binding on the Parties, and may be enforced before the competent courts in the Kingdom of Saudi Arabia or any other country as needed.
Clause Two: Arbitration Rules and Procedures
This Clause governs the detailed procedures of arbitration, ensuring fairness, transparency, and efficiency in the dispute resolution process.

Formation of the Arbitral Tribunal:

The arbitral tribunal shall be formed of a single arbitrator for disputes whose value is less than one million Saudi riyals, or of three arbitrators for larger or more complex disputes. In the case of arbitration by a single arbitrator, the arbitrator shall be selected by mutual agreement between the Parties from the list of accredited arbitrators. In the case of arbitration by three arbitrators, each Party shall appoint one arbitrator, and the two appointed arbitrators shall select the third arbitrator, who shall chair the tribunal. All arbitrators must be qualified and specialized in commercial law and technology law, with no less than 10 years of experience in commercial arbitration.

Language and Applicable Law:

Arbitration proceedings shall be conducted in Arabic, with the possibility of using English for technical documents or specialized expert opinions when necessary. Saudi law shall apply to the dispute, including the Saudi Arbitration Law and related commercial regulations, taking into account the general principles of international commercial law in matters not regulated in detail by local law. In the event of any conflict between the Arabic and English languages, the Arabic shall prevail.

Procedures and Timelines:

The arbitration proceedings must be completed within a period not exceeding 12 months from the date of formation of the arbitral tribunal, except in exceptional cases requiring an extension with the agreement of the Parties or by decision of the arbitral tribunal. The procedures include the submission of pleadings and evidence, hearing sessions, examination of witnesses and experts, and final deliberations. Each Party has the right to engage lawyers and legal and technical advisors, and to submit all evidence and documents relevant to the dispute.
Clause Three: Judicial Jurisdiction and Applicable Law
This Clause determines the competent judicial jurisdiction in the event recourse to the courts is needed, and the law applicable to the Contract and the disputes arising therefrom.

Judicial Jurisdiction:

The commercial courts in the city of Riyadh, Kingdom of Saudi Arabia, shall have jurisdiction to hear all disputes arising from or related to this Contract, in cases not subject to arbitration or requiring judicial intervention to enforce arbitration decisions or to take interim or precautionary measures. The Parties waive any objection to this jurisdiction and agree to submit to the authority of these courts.

Applicable Law:

This Contract and all obligations and rights arising therefrom shall be subject to Saudi law, including the commercial and civil regulations and the technology, telecommunications, and data protection regulations. In matters not regulated in detail by Saudi law, reference shall be made to the general principles of international commercial law and internationally recognized commercial practices, taking into account the provisions of Islamic Sharia as the principal source of legislation in the Kingdom.

Enforcement of Judgments and Decisions:

All arbitration awards and court judgments issued pursuant to this Contract shall be enforceable in the Kingdom of Saudi Arabia and in any other country in accordance with the applicable international conventions. The Parties undertake to cooperate fully in enforcing these awards and judgments, and not to take any actions that obstruct or delay enforcement.
Clause Four: Interim and Precautionary Measures
This Clause regulates the possibility of taking interim or precautionary measures to protect the rights of the Parties during the course of the dispute resolution proceedings.

Types of Interim Measures:

Either Party has the right to request interim or precautionary measures from the competent court or the arbitral tribunal, as the case may be, to protect its rights and interests during the course of the dispute resolution proceedings. These measures include, for example: orders prohibiting disposal of assets or funds, orders suspending the implementation of certain actions that may cause irreparable harm, orders to preserve evidence and documents, orders to continue providing essential services, and any other measures necessary to prevent the escalation of the dispute or harm to the aggrieved Party.

Conditions for Granting Interim Measures:

Interim measures shall be granted based on the availability of the following conditions: the existence of a prima facie right for the applicant, the existence of a real and imminent risk of serious and irreparable harm occurring, the insufficiency of financial compensation to remedy the potential harm, and a balance of interests in favor of granting the interim measure. The applicant must provide an appropriate financial guarantee to cover the damages that may be incurred by the other Party as a result of the interim measure, in the event it is later established that the applicant was not entitled to it.

Duration and Cancellation of Interim Measures:

Interim measures shall remain in effect until a final decision is issued in the dispute, or until the Parties agree to cancel them, or until the court or the arbitral tribunal decides to cancel or amend them based on changed circumstances. The Party affected by the interim measure has the right to request its review or cancellation at any time if the circumstances that justified granting the measure have changed.
Clause Five: Costs and Fees
This Clause determines how the costs of dispute resolution proceedings and legal fees are allocated between the Parties.

Arbitration Costs:

Arbitration costs include the arbitrators' fees, the arbitration institution's administrative fees, the costs of hearing rooms and logistical services, the fees of experts and translators, and any other costs directly related to the arbitration proceedings. Each Party shall bear its own costs (lawyers' and advisors' fees) unless the arbitral tribunal decides otherwise. Shared costs shall be allocated between the Parties according to the decision of the arbitral tribunal, taking into account the outcome of the arbitration and the extent of each Party's success in its claims.

The "Loser Pays" Principle:

In the event of the complete success of one of the Parties in the arbitration or litigation, that Party shall have the right to claim reasonable compensation for the legal fees and legal costs it has incurred, provided that these costs are reasonable and proportionate to the nature and size of the dispute. In the event of partial success, costs shall be allocated in proportion to the rate of success of each Party in its claims.

Financial Guarantees:

The arbitral tribunal or the competent court has the right to request the provision of financial guarantees from either Party to cover the expected costs of the dispute resolution proceedings, especially in cases where one of the Parties is not resident in the Kingdom or is facing financial difficulties. These guarantees are intended to ensure the seriousness of the proceedings and to prevent their use as a means of delay or harm to the other Party.

Clause One: Amendment and Updating
None of the provisions of this Contract may be amended except by the express written consent of both Parties, signed by their legally authorized representatives. Any oral or implied amendment shall be considered void and non-binding. Any amendment must be clearly in writing and must specify the amended articles and clauses, stating the reasons and justifications for the amendment. Amendments shall become effective from the date of their signing by the Parties, unless the amendment specifies a different effective date.
Clause Two: Waiver of Rights
The failure of either Party to exercise any of its rights set forth in this Contract, or its delay in exercising such right, shall not be considered a waiver of the right. Likewise, the waiver of a particular right on a specific occasion shall not be considered a waiver of the same right on other occasions or a waiver of other rights. Any waiver of rights must be express, in writing, and signed by the waiving Party.
Clause Three: Severability
If any provision of this Contract is found to be unlawful, unenforceable, or void under the applicable law, this shall not affect the validity and enforceability of the remaining provisions of the Contract. In this case, the invalid provision shall be replaced with a valid and enforceable provision that achieves the same original purpose and intent in the closest possible manner.
Clause Four: Entire Agreement
This Contract, including all appendices and attachments referred to herein, constitutes the entire and final agreement between the Parties with respect to the subject matter of the Contract, and supersedes all prior agreements, understandings, and negotiations, whether oral or written. No agreement or understanding outside the scope of this written Contract may be invoked.
Clause Five: Notices and Correspondence
All notices and correspondence required or permitted under this Contract must be in writing and sent to the addresses specified below, or to any other address of which the other Party is notified in writing. Notices shall be deemed received on the following dates: immediately if delivered by hand with a receipt of delivery, on the following day if sent by express mail, and after three business days if sent by registered ordinary mail.

ENTEK.AI Address: Bayt Al-Hirafiyoun Information Technology Company - Closed Joint Stock Company, Riyadh, Kingdom of Saudi Arabia Email: [email protected] Phone: +966 55 447 8567

Supplier Address: [To be completed at signing]
Clause Six: Signing and Execution
This Contract shall become effective and binding on the Parties from the date of its signing by their legally authorized representatives. Each Party must provide proof of the authority and authorization of the signatory on its behalf. This Contract is drawn up in two original copies, each Party retaining one copy, both having the same legal force.


Signatures
The First Party: Bayt Al-Hirafiyoun Information Technology Company - Closed Joint Stock Company

Name: ___________________ Title: Chief Executive Officer Signature: ___________________ Date: ___________________

The Second Party: [Supplier name]

Name: ___________________ Title: ___________________ Signature: ___________________ Date: ___________________

Witnesses:

Witness One: Name: ___________________ Signature: ___________________ Date: ___________________

Witness Two: Name: ___________________ Signature: ___________________ Date: ___________________


Detailed Appendices
Appendix (A): Detailed Commission and Fee Schedule
Table One: Commission Structure According to Monthly Sales Volume


Table Two: Monthly Subscription Fees for Suppliers

Table Three: Additional Technical Service Fees (IoT and Monitoring Systems)

 Table Four: Special Transaction Fees

Table Five: Volume and Loyalty Discounts



Appendix (B): Comprehensive Service Level Agreement (SLA)
Section One: Key Performance Indicators
1. Platform Availability

Required Level: 99.5% monthly
Acceptable Response Time: less than 3 seconds for core pages
API Response Time: less than 500 milliseconds
Scheduled Maintenance Window: 4 hours per month maximum
Advance Notice for Maintenance: at least 48 hours

2. Order Processing

Order Confirmation: within 15 minutes of receipt
Inventory Status Update: instant (less than one minute)
Delivery Notification: within one hour of actual delivery
Payment Processing: within 24 hours of confirmation
Transfer of Dues to the Supplier: within 2.5 days of order completion

3. Technical Support

Response to Critical Issues: within one hour
Response to Ordinary Issues: within 4 hours
Response to General Inquiries: within 24 hours
Resolution of Critical Issues: within 4 hours
Resolution of Ordinary Issues: within 24 hours
Section Two: Tiered Service Levels
Tier One: Basic Services

Platform Availability: 99.0%
Response Time: less than 5 seconds
Support: within 8 hours
Reports: weekly
Backup: daily

Tier Two: Advanced Services

Platform Availability: 99.5%
Response Time: less than 3 seconds
Support: within 4 hours
Reports: daily
Backup: every 6 hours

Tier Three: Premium Services

Platform Availability: 99.9%
Response Time: less than 2 seconds
Support: within one hour
Reports: instant
Backup: every hour
Section Three: Escalation and Compensation Procedures
Escalation Levels:

Level One: Technical Support Team (0-2 hours)
Level Two: Technical Support Manager (2-4 hours)
Level Three: Operations Manager (4-8 hours)
Level Four: Senior Management (8+ hours)

Compensation Mechanism for Failure to Meet the SLA:

Availability dropping below 99.5%: 5% discount on monthly fees
Availability dropping below 99.0%: 10% discount on monthly fees
Availability dropping below 98.0%: 25% discount on monthly fees
Complete outage exceeding 4 hours: 50% discount on monthly fees


Section Three: Integration and Testing Standards
1. Response Standards:

All API calls must respond within 500ms
The success rate must be higher than 99.9%
Support a rate of at least 1000 requests per minute

2. Data Standards:

All data must be in JSON format
Dates in ISO 8601 format
Currency in Saudi Riyal (SAR)
UTF-8 encoding for all text

3. Testing Procedures:

Unit Testing: 90% code coverage
Integration Testing: all API interfaces
Performance Testing: under various loads
Security Testing: vulnerability scanning


Appendix (D): Discount and Promotional Offers Policy
Section One: Permitted Types of Discounts
1. Quantity Discounts:

2. Loyalty Discounts:

3. Seasonal Discounts:

Section Two: Terms and Controls for Discounts
1. General Terms:

More than one discount may not be combined in the same order
Discounts do not apply to fees and taxes
Prior approval must be obtained for discounts exceeding 20%
Discounts are valid only for products available in stock

2. Approval Mechanism:

Discounts up to 10%: automatic approval
Discounts of 10-20%: Sales Manager approval
Discounts of 20-30%: Operations Manager approval
Discounts exceeding 30%: Senior Management approval


Appendix (E): List of Prohibited and Restricted Products
Section One: Products Permanently Prohibited
1. Hazardous Materials:

Explosives and explosive materials
Radioactive and nuclear materials
Toxic gases and hazardous chemicals
Harmful biological materials

2. Illegal Products:

Drugs and narcotic substances
Weapons and ammunition
Counterfeit or forged products
Pornographic materials
Section Two: Restricted Products (Requiring Special Licenses)
1. Petroleum Products:

Fuel and petroleum derivatives (Ministry of Energy license)
Industrial gases (Saudi Standards Organization license)
Industrial chemicals (Ministry of Industry license)

2. Specialized Equipment:

Telecommunications equipment (Communications Authority license)
Medical devices (Ministry of Health license)
Aviation equipment (Civil Aviation license)


Appendix (F): Detailed Cybersecurity and Data Protection Policy
Section One: Technical Security Procedures
1. Data Encryption:

Data in transit: TLS 1.3
Data at rest: AES-256
Passwords: bcrypt with salt
Keys: rotated every 90 days

2. Authentication and Authorization:

Two-factor authentication mandatory
Password expiration every 90 days
Account lockout after 5 failed attempts
Permissions review every 30 days
Section Two: Data Protection Procedures
1. Data Classification:

Public: available to everyone
Internal: for employees only
Confidential: for a specific team
Highly Confidential: for senior management

2. Backup:

Daily backups for critical data
Weekly backups for ordinary data
Restoration testing monthly
Secure offsite storage
Section Three: Incident Response Plan
1. Response Team:

Incident Coordinator
Technical Security Expert
Communications Officer
Legal Counsel

2. Response Procedures:

Detection and Analysis (0-1 hour)
Containment and Isolation (1-4 hours)
Eradication and Recovery (4-24 hours)
Lessons Learned and Improvement (24-72 hours)