Tameer Terms and Conditions of Use

1. Introduction and Acceptance of the Agreement

Bayanatech Information Technology Establishment provides Tameer as a digital platform for managing enterprise operations and connecting projects, customers, quotations, accounts, human resources, administrative communications, tasks, documents, and dashboards within a single work environment. This Agreement governs the Customer's and its Users' access to and use of the System.

If you accept this Agreement on behalf of an establishment, you represent that you have the legal authority to bind it. If you do not agree to any provision, you must not create an account or use the service.

2. Definitions

Bayanatech: Bayanatech Information Technology Establishment, the entity that operates and provides the Tameer System.

Tameer or the System: The cloud platform, its applications, interfaces, components, and current or future services provided by Bayanatech under the Tameer name.

Customer: The natural or legal person that subscribes to Tameer or enters into an agreement to benefit from it.

User: Any person authorized by the Customer to access the System, including the Account Administrator, employees, and external users when enabled.

Account Administrator: A User granted authority by the Customer to manage the subscription, Users, branches, settings, and permissions.

Customer Data: All information, files, records, and inputs uploaded to the System by the Customer or its Users or generated by them through the System.

Plan: The set of services, features, and usage limits specified in the quotation, subscription page, or specific agreement.

Related Services: Any service provided by a third party and integrated with Tameer, such as hosting, payment, messaging, email, maps, or government services.

3. Capacity to Contract and Authority

1. The User must have full legal capacity or be duly authorized by the Customer, and the information provided at subscription must be accurate and up to date.
2. An account may not be created using another person's identity, misleading information may not be provided, and the System may not be used if the account was previously suspended for a material breach unless Bayanatech agrees in writing to reactivate it.
3. Bayanatech may request reasonable documents to verify identity, status, authority, or the accuracy of the establishment's information before activation or during the subscription.

4. Account Creation and Management

1. The Customer is responsible for the accuracy of its account, establishment, branch, and User information and must update such information when it changes.
2. Usernames, passwords, and verification codes must be kept confidential. A single User account may not be shared among several persons when the Plan or tracking features require a separate account for each User.
3. Any action performed through an authenticated account is deemed to have been performed by the Customer or an authorized User unless the Customer immediately notifies Bayanatech of unauthorized access and the circumstances are established.
4. The Customer must revoke the access of any employee or contractor immediately when that person's relationship with the establishment ends or access is no longer required.
5. Additional verification methods may be enabled or required when necessary to protect the account or data.

5. Scope of Services

The services available to the Customer are determined by the Plan, quotation, or subscription agreement. Depending on activation, they may include customer and project management, quotations, invoicing, accounting, human resources, attendance, administrative communications, tasks, documents, reports, dashboards, and self-service applications.

Displaying a feature in promotional materials does not mean that it is included in every Plan. Third-party features and special regulatory requirements remain subject to technical and legal availability and to the Customer completing the required configuration and data.

6. License Granted

For the duration of the subscription and subject to payment of fees, Bayanatech grants the Customer a limited, non-exclusive, non-saleable, non-transferable, and non-sublicensable license to use Tameer for its internal business purposes within the number of Users and branches, features, and limits of the Plan. No ownership of the System, its source code, or any intellectual property right is transferred to the Customer.

1. The Customer must not resell, lease, or make the System available as a service to third parties without a written agreement with Bayanatech.
2. The Customer must not copy the System, modify its source code, decompile it, reverse engineer it, or attempt to access its non-public components.
3. The Customer must not circumvent technical restrictions, usage limits, permission mechanisms, or security controls.
4. The Customer must not remove trademarks or proprietary notices or attribute the service to another entity.

7. Acceptable and Prohibited Use

The Customer and its Users must use Tameer lawfully and professionally. In particular, the following are prohibited:

1. Uploading unlawful content, content that infringes the rights of others, malicious software, or commands intended to disrupt the service.
2. Using the System for fraud, impersonation, sending spam, or collecting data without a lawful basis.
3. Attempting penetration testing, security scanning, or access to another Customer's accounts or data without written authorization.
4. Using service resources at an unusual intensity that affects System stability or other Customers' use, without prejudice to normal professional use within the Plan.
5. Circumventing subscription fees, sharing login credentials, or creating fictitious accounts to exceed Plan limits.

8. Account Administrator and User Permissions

1. The Customer shall appoint one or more Account Administrators, who shall be responsible for granting, reviewing, and restricting permissions in accordance with the need-to-know principle.
2. Bayanatech is not responsible for the consequences of granting a User excessive permissions or failing to revoke them in a timely manner, unless the harm results from an established failure by Bayanatech to implement a correct setting within the System.
3. The Customer shall ensure that every User under its responsibility has reviewed the obligations applicable to that User. Breaches by such Users shall be treated as breaches by the Customer to the extent permitted by the System.
4. When linking an external customer, contractor, or employee account to self-service, the Customer must verify identity and define the scope of information accessible to that account.

9. Subscription, Plans, and Usage Limits

1. The subscription term begins on the date of contracting and agreement.
2. Plan limits concerning the number of Users or branches, capacity, features, or transactions shall apply as shown at subscription or stated in the specific agreement.
3. If the Customer exceeds the Plan limits, Bayanatech may notify the Customer to upgrade or purchase additional capacity and may restrict the creation of new data after a reasonable period without preventing the Customer from exporting existing data, unless security or law requires otherwise. The Customer may retrieve its data only during the subscription period.
4. A free trial or introductory period may be offered under different terms and limits and shall end automatically on its stated date unless converted into a paid subscription.

10. Fees, Invoicing, and Taxes

1. The Customer must pay fees when due using approved payment methods. Value-added tax and any other applicable statutory charges shall be added in accordance with applicable laws.
2. Prices, discounts, and Plan duration shall be as stated in the quotation, subscription page, or specific agreement. Previous prices and expired offers do not constitute an acquired right for the Customer.
3. If payment is delayed, Bayanatech may issue a payment demand and then suspend certain services or access after reasonable notice. Outstanding amounts remain payable, and the terms and conditions stated in the subscription agreement shall apply.
4. The Customer shall bear transfer fees or payment provider deductions not actually received by Bayanatech unless otherwise stated.
5. A fee increase shall not apply to a prepaid term but may apply upon renewal or purchase of an additional service, unless the change results directly from a tax, charge, or regulatory requirement.

11. Renewal, Cancellation, and Refunds

1. The subscription does not renew automatically unless this is clearly stated at purchase or in the agreement or the Customer enables automatic renewal.
2. The Customer may cancel renewal before the start of the next term through an available channel or by written request. Cancellation does not affect the Customer's right to use the service until the end of the paid term unless immediate termination is requested.
3. After the service is activated and Plan features are made available, fees are non-refundable unless a written offer or policy states otherwise or a refund is required by applicable law.
4. If Bayanatech permanently discontinues a paid service before the end of the term without providing a comparable alternative and the reason is not a breach by the Customer, Bayanatech shall refund the proportional amount of fees for the unused period.
5. Refunds do not include fees for services already performed, such as setup, training, consulting, or data migration, unless the specific agreement provides otherwise.

12. Account Suspension or Refusal of Service

An account or part of the service may be suspended to the extent necessary in the following circumstances:

1. Failure to pay an amount due after notice and the specified payment period.
2. A security risk, unauthorized use, or activity that threatens the System or the data of others.
3. A material breach of this Agreement that is not remedied within a reasonable period, if capable of remedy.
4. A binding request from a competent authority or the need to comply with a legal or regulatory requirement.
5. Serious indications of fraud or misuse, provided that the decision is reviewed and an appropriate means of communication is made available to the Customer whenever legally and securely possible.

Bayanatech shall endeavor to notify the Customer of the reason for suspension and the method of remediation unless prohibited by law or if notification may increase the security risk. Suspension resulting from the Customer's breach does not waive outstanding fees.

13. Customer Data and Ownership

1. Customer Data remains owned by the Customer or its respective owners according to its nature. Bayanatech does not acquire ownership of content entered by the Customer into the System.
2. The Customer grants Bayanatech limited authorization to host, back up, process, display, and transfer its data to the extent necessary to provide, secure, and support the service and comply with applicable laws.
3. The Customer is responsible for the lawfulness and accuracy of its data collection and for its rights to upload, process, and share such data through Tameer.
4. Bayanatech may use aggregated or anonymized statistical data to improve performance, understand usage, and prepare general indicators, provided that such data cannot identify the Customer or any particular individual.
5. The System provides tools to export available categories of data. The Customer is responsible for downloading the copies it requires before the end of its subscription on the expiry date stated in the agreement.

14. Personal Data and Privacy

Bayanatech processes personal data in accordance with the applicable laws of the Kingdom of Saudi Arabia, including the Personal Data Protection Law and its implementing regulations, and in accordance with the published Privacy Policy. The Privacy Policy supplements and does not replace this Agreement.

1. Bayanatech acts as a controller for account creation, invoicing, communications, operations, and security data for which it determines the purposes of processing. It generally acts as a processor for personal data uploaded by the Customer concerning its employees, customers, or other parties in order to carry out the Customer's instructions through the System.
2. As controller of the data of its personnel and other parties, the Customer must provide legally required notices, obtain necessary consents or lawful bases, define permissions, and respond to data subject rights.
3. When using attendance, geolocation, biometric device integration, or self-service features, the Customer must inform employees of the nature and purpose of processing and must not collect data beyond what is legitimately necessary.
4. Bayanatech may engage subprocessors to provide hosting, communications, support, or technical services, provided that it selects parties offering appropriate safeguards and binds them to confidentiality and protection in accordance with applicable requirements.

15. Confidentiality

Each party must protect the other party's confidential information, use it only to perform the contractual relationship, and disclose it only to employees or contractors who need access and are bound by confidentiality, or when disclosure is required by law or by an order of a competent authority.

Confidential information does not include information that became publicly available without breach, was lawfully known to the receiving party before receipt, was independently developed, or was obtained from a third party entitled to disclose it.

16. Information Security and Backup

1. Bayanatech applies reasonable technical and organizational measures appropriate to the nature of the service to protect data against unauthorized access, alteration, loss, or disclosure.
2. Backups are performed according to periodic operational arrangements. However, backups are not a substitute for the Customer retaining exportable copies of material records in accordance with its legal and operational requirements.
3. The Customer must secure its devices, network, and accounts, keep its security contact details updated, and notify Bayanatech immediately upon discovering an incident or suspected account misuse.
4. Bayanatech shall cooperate, to the extent required, in incident investigations and legally required notifications, while avoiding disclosure of details that could weaken service security or the rights of other Customers.
5. Responsibility for backup rests with the Customer. The System provides backup and data export tools, and Bayanatech does not retain any backup copies for Customers.

17. Hosting, Availability, and Maintenance

Bayanatech shall exercise reasonable professional care to make Tameer available and stable. The service may nevertheless be temporarily unavailable due to maintenance, updates, communication failures, infrastructure providers, or circumstances beyond reasonable control. Tameer is not an emergency service or a service whose interruption is expected to endanger life or safety.

1. The subscribing entity shall be notified of planned maintenance that may have a material effect whenever notification is reasonably practicable.
2. Incidents shall be handled according to their impact, priority, and the support channel included in the Plan or agreement.
3. No commitment to a specific availability percentage or response time applies unless expressly stated in a written service level agreement.

18. Technical Support and Updates

1. Support includes handling inquiries and incidents relating to standard use of the System through the channels and during the hours specified for the Plan.
2. Unless agreed otherwise, support does not include entering Customer Data, reviewing it for accounting or legal purposes, configuring local networks and devices, or developing custom integrations.
3. Bayanatech may update, improve, and repair interfaces and features. The location of certain commands or the method of performing them may change while, as far as reasonably possible, preserving the material functions of the paid Plan.
4. Experimental features may be made available before completion and are provided as is. They may be modified or discontinued and must not be relied on for a material operation unless Bayanatech states that they are ready for production use.

19. Integrations and Third-Party Services

Tameer may integrate with services or platforms operated by third parties, such as payment, messaging, email, maps, storage, or government services. Such services are subject to their owners' terms and policies, and an integration may be affected by changes to their interfaces, decisions, or availability.

1. When the Customer activates an integration, it authorizes Bayanatech to send the necessary data to the related service within the scope of the function selected by the Customer.
2. The Customer is responsible for third-party fees, accounts, keys, and the accuracy of its settings unless expressly included in the subscription agreement.
3. Bayanatech does not guarantee the continued availability of an external service it does not operate but shall seek to address the impact of a change or provide a reasonable alternative when possible.

20. Electronic Invoicing and Professional and Legal Obligations

Tameer is a technical tool that assists with business management. Its use does not replace an accountant, tax adviser, or legal adviser and does not transfer the Customer's legal obligations to Bayanatech.

1. The Customer is responsible for correctly entering establishment details, tax number, branches, prefixes, tax rates, accounts, and entries and for reviewing documents before approving, posting, or submitting them.
2. The Customer must comply with requirements issued by the Zakat, Tax and Customs Authority and other relevant authorities, including registration, integration, record retention, and handling notices or rejection cases when applicable.
3. The accuracy of reports and indicators depends on the accuracy and completeness of entered data and on the approval, posting, and permission procedures defined by the Customer.
4. Bayanatech is not responsible for fines or claims resulting from inaccurate data, Customer delay, use of an unsuitable setting, or disregard of a visible warning, unless the direct cause is an established defect in the service that Bayanatech failed to remedy in accordance with its written obligations.

21. Intellectual Property Rights

Bayanatech or its licensors own all rights in Tameer, its source code, design, rules, interfaces, documentation, guides, trademarks, and content provided by it, including improvements and updates, except for Customer Data and content. The subscription grants no right other than the limited license stated in this Agreement.

The Customer retains its rights in its name, logo, and content. If the Customer supplies Bayanatech with materials to configure templates or reports, it represents that it has the right to use them and grants Bayanatech a license to the extent necessary to fulfill the request.

22. Feedback and Suggestions

If the Customer provides a general suggestion to improve Tameer, Bayanatech may use and develop the idea without financial obligation, provided that this does not disclose the Customer's confidential information or appropriate its content or proprietary rights. This provision does not prevent the parties from entering into a separate agreement for Customer-funded custom development.

23. Warranties and Disclaimer

Bayanatech provides the service according to the Plan and published specifications and with reasonable professional care. However, to the extent permitted by applicable law, it does not warrant that the service will be entirely error-free or uninterrupted, suitable for every Customer-specific internal process, or produce accurate results when inputs, settings, or permissions are inaccurate.

Reports, alerts, or indicators generated by the System do not constitute independent professional advice. The Customer must conduct the necessary reviews before making financial, employment, contractual, or regulatory decisions.

24. Limitation of Liability

1. Neither party is liable for indirect or consequential loss, including loss of profit, business interruption, or loss of opportunity, unless such exclusion is prohibited by applicable law.
2. Except in cases of fraud, willful misconduct, gross negligence, breach of confidentiality or data protection, or rights that cannot be waived, Bayanatech's total liability for claims arising from the service shall not exceed the subscription fees paid by the Customer during the twelve months preceding the event giving rise to the claim.
3. The preceding limitation does not apply to amounts due to Bayanatech and does not limit either party's obligation to cease a breach, return data, or comply with a judicial or regulatory order.
4. The affected party must take reasonable steps to mitigate loss and notify the other party without undue delay.

25. Indemnification for Third-Party Claims

The Customer shall be responsible for reasonable third-party claims and costs brought against Bayanatech due to content unlawfully uploaded by the Customer, infringement of third-party rights, processing instructions that violate applicable law, or intentional use of the service for fraud or harm, provided that the Customer is notified of the claim, allowed to participate in the defense and settlement, and Bayanatech does not admit the Customer's liability without its consent unless legally required.

Bayanatech shall be responsible for claims proven to arise directly from Tameer, as provided by Bayanatech, infringing a third party's intellectual property right. Bayanatech may then modify or replace the affected part or terminate the affected service and refund the proportional amount for the unused period.

26. Term, Termination, and Effects of Termination

1. This Agreement remains effective while the Customer has an active account or subscription and ends upon expiry and non-renewal of the subscription, by mutual agreement, or in accordance with the termination circumstances stated herein.
2. Either party may terminate this Agreement for a material breach that the breaching party fails to remedy within fifteen days after notice. Immediate termination is permitted if the breach cannot be remedied, continued service is legally prohibited, or a serious security risk exists.
3. Upon termination, the right of use ends. Outstanding fees and obligations that by their nature survive termination remain in effect, including confidentiality, ownership, limitation of liability, and dispute resolution.
4. Account information, invoices, audit logs, or any data required to be retained by law or because of an existing dispute may be retained and then destroyed when the legal basis for retention ends.

27. Amendments to the Service or Agreement and Notices

1. Bayanatech may amend this Agreement for operational, legal, regulatory, or security reasons. It shall publish the date of amendment and, whenever reasonably possible, notify the Customer of material changes through the System or by email a reasonable period before they take effect.
2. Amendments required to comply with a law or decision of a competent authority take effect on the date required by that requirement, even if advance notice is not possible.
3. If a non-mandatory material amendment adversely affects the Customer's rights during a paid term, the Customer may object within fifteen days after notice. The parties shall cooperate to address the effect or terminate the affected portion and settle unused fees where appropriate.
4. Notices shall be sent to the registered email address or mobile number or through an in-System notification. The Customer is responsible for updating and reviewing its contact information.

28. Force Majeure

Neither party is liable for delay or failure beyond its reasonable control, including disasters, widespread communication or power outages, cloud service failures, broad cyberattacks, government decisions, or civil disturbances, provided that reasonable efforts are made to limit the effect and resume performance. Force majeure does not relieve the Customer from paying fees for a service actually made available before the event.

29. General Provisions

1. This Agreement, together with the quotation or subscription agreement, the Privacy Policy, and any written addendum, constitutes the entire agreement between the parties concerning its subject matter.
2. A party's delay in exercising a right does not constitute a waiver. A waiver is effective only if made in writing and issued by a person with authority.
3. If a provision is held invalid or unenforceable, it shall be excluded to the extent necessary, the remainder of the Agreement shall remain effective, and the excluded provision shall be replaced by a lawful provision that most closely achieves its intended purpose.
4. The Customer may not assign the subscription or transfer the account to another entity without Bayanatech's consent. Bayanatech may assign this Agreement to a legal successor or as part of a reorganization or sale of business, while preserving the Customer's material rights.
5. Headings are included for convenience and do not affect interpretation. If a translation is provided, the Arabic version shall prevail unless the parties agree otherwise in writing.

30. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Kingdom of Saudi Arabia. If a dispute arises, the parties shall exchange written notice setting out its details and seek an amicable resolution within thirty days. If no resolution is reached, the competent Saudi court shall have territorial and subject-matter jurisdiction, without prejudice to any mandatory jurisdiction required by law.

31. Contact

For inquiries concerning this Agreement, an account, or the service, contact Bayanatech Information Technology Establishment at info@bayanatech.com.sa, through the approved support channels within Tameer, or through the contact details published at www.bayanatech.com.sa.

End of the Terms and Conditions of Use