SECTION 01
1. Master Services & SOW Scope
These Terms of Service ("Terms") constitute the legal framework governing enterprise services provided by Altapete Solutions (operating under Aim High Business Solutions, KSA CR-registered) to clients ("Client" or "Customer").
Each specific engagement is detailed in an mutually executed Statement of Work (SOW), Project Charter, or Purchase Order, specifying:
- Functional specifications, user tiers, and target database schemas (Oracle, Odoo, SAP, Custom Stack).
- Phased project milestones, delivery timelines, User Acceptance Testing (UAT) criteria, and sign-off protocols.
- Named Project Directors, Lead Technical Architects, and Client Steering Committee members.
SECTION 02
2. Intellectual Property & Deliverable Ownership
We believe in absolute transparency and clarity regarding software ownership:
Client Deliverables & Custom Code
Upon receipt of full payment for the corresponding milestone, the Client receives full ownership and title to all custom-developed modules, bespoke code, and workflow logic created specifically for their business.
Altapete Pre-Existing Frameworks
Altapete retains ownership of proprietary libraries, pre-built accelerators, boilerplate frameworks, and deployment automation scripts used to deliver the engagement. The Client receives a perpetual, royalty-free license to use these integrated components.
SECTION 03
3. Client Roles & System Access
Timely project execution relies on structured collaboration between both parties:
- Sandbox & API Access: Client shall provide Altapete engineers with necessary staging environments, non-production test databases, and API credentials in a timely manner.
- Designated Product Owner: Client shall appoint an authorized Project Sponsor empowered to approve architectural design documents, UAT completions, and milestone sign-offs.
- User Acceptance Testing (UAT): Client agrees to complete UAT cycles within the designated timeframe (typically 10 business days) to avoid project drift and schedule dislocation.
SECTION 04
4. Fees, Milestone Billing & VAT Compliance
All commercial terms adhere strictly to Saudi Arabian financial and invoicing statutes:
- Milestone Invoicing: Fees are invoiced upon completion and sign-off of pre-agreed milestone gates (e.g. Discovery & Architecture 20%, Configuration & Integration 40%, UAT & Data Migration 30%, Go-Live Hypercare 10%).
- Saudi Value-Added Tax (VAT): All invoices issued to Saudi resident entities are subject to statutory 15% VAT in compliance with ZATCA regulations and include full FATOORA-compliant Phase 2 cryptographic QR codes.
- Payment Terms: Invoices are payable within 30 calendar days of invoice presentation unless otherwise stipulated in the SOW.
SECTION 05
5. SLAs & Post-Go-Live Hypercare Warranty
Every production rollout delivered by Altapete is backed by an enterprise warranty and dedicated hypercare period:
Priority 1 (Critical Outage)
Complete core ERP / ZATCA clearance halted. Response within 1 hour; continuous engineering until restored.
Priority 2 (High Degradation)
Major module impaired with available workaround. Response within 4 hours; resolution target 24 hours.
Priority 3 (Routine Query)
Minor configuration question or general maintenance request. Response within 1 business day.
SECTION 06
6. Confidentiality & Non-Solicitation
Both parties agree that all business strategies, source codes, proprietary workflows, financial ledgers, and technical designs shared during the engagement constitute confidential information.
Neither party shall, during the term of engagement and for a period of twelve (12) months thereafter, directly or indirectly solicit for employment any key engineers, consultants, or directors of the other party without prior written consent.
SECTION 07
7. Limitation of Liability
To the maximum extent permitted by applicable Saudi Arabian law:
- Neither party shall be liable for indirect, incidental, punitive, or consequential damages, including loss of profits, data loss, or business interruption.
- Altapete's total aggregate liability arising out of or related to any SOW shall be strictly capped at the total professional fees received by Altapete under that specific SOW in the twelve (12) months preceding the claim.
SECTION 08
8. Governing Law & Commercial Jurisdiction
These Terms and any related Statements of Work shall be governed by and construed in accordance with the laws, royal decrees, and commercial regulations of the Kingdom of Saudi Arabia.
Any dispute arising out of or in connection with these Terms that cannot be amicably settled through executive negotiation within thirty (30) days shall be submitted to the exclusive jurisdiction of the Commercial Courts in Riyadh, Kingdom of Saudi Arabia.
