Master Service Agreement

1. Parties & Introduction

These Terms are entered into by and between:

These Terms govern the overall commercial and legal relationship between PLANET and Customer for the purchase of PLANET products and technical support services.

2. Structure of the Agreement

2.1 Relationship to Other Documents

This Agreement consists of:

• These Terms (the general legal and commercial terms)
• One or more Order Forms or Purchase Orders (“Orders”) specifying the products and/or services purchased, pricing, and quantities
• The Technical Support Service Level Agreement (“SLA”), available at www.planet.com.sa/sla, defining support tiers, response times, and support methodology
• Any other exhibits, schedules, or statements of work referenced or attached from time to time

Each of the above is incorporated into this Agreement by reference and forms a single, integrated agreement between the Parties.

2.2 Order of Precedence

In the event of a conflict between these documents, the following order of precedence applies, from highest to lowest: (1) these Terms; (2) the applicable Order Form; (3) the SLA; (4) any other referenced exhibit or schedule. Notwithstanding the above, the SLA governs exclusively on matters of technical support scope, response times, and support hours, except where these Terms expressly address liability, term, or termination relating to such support.

2.3 Entire Agreement

This Agreement, together with all Orders and exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to that subject matter.

3. Products and Services

Customer may purchase PLANET hardware and software products under one or more Orders. Each Order becomes binding upon written acceptance by PLANET and forms part of this Agreement.

Customer may purchase technical support services under one of the three tiers (Basic, Advanced, Premium) described in the SLA. Support services are provided subject to the scope, exclusions, response times, and limitations set out in the SLA. Each support subscription Order has its own term, typically 12 months, and renews as specified in that Order, independent of the term of this Agreement.

Changes to quantities, products, or services under an active Order require written agreement between the Parties (email confirmation is acceptable).

4. Term and Termination

This Agreement commences on the Effective Date and remains in effect on an ongoing basis, governing the Parties’ overall relationship, until terminated as provided in this Section. This Agreement does not itself expire on a fixed date; individual support subscriptions and product Orders each carry their own term and renewal cycle, independent of the continuation of this Agreement itself.

Either Party may terminate this Agreement for convenience by providing 60 days’ written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within 30 days of written notice, becomes insolvent, or fails to make payment within 30 days of a due date following written notice of non-payment.

Customer may additionally terminate the support services portion of this Agreement under the termination right described in SLA Section 11 (SLA Remedies), if PLANET fails to meet its response time commitments in three or more instances within a calendar month.

Upon termination or expiration: all outstanding payment obligations become immediately due; Customer’s right to submit new support requests ends, except for support already purchased and unexpired; and each Party will return or destroy the other Party’s Confidential Information upon request.

5. Fees and Payment

Fees for products and support services are set out in the applicable Order or in PLANET’s then-current price list. Invoices are due within 30 days of the invoice date (“Net 30”), unless otherwise agreed in writing. Amounts not paid when due may accrue late payment charges of 1.5% per month (or the maximum rate permitted by applicable law, if lower), and PLANET may suspend support services for accounts more than 30 days past due, following written notice. Fees are exclusive of applicable taxes, including VAT, which Customer is responsible for unless a valid exemption applies.

6. Intellectual Property

Each Party retains all right, title, and interest in its own pre-existing intellectual property. Nothing in this Agreement transfers ownership of PLANET’s products, software, firmware, trademarks, or documentation to Customer. Subject to Customer’s compliance with this Agreement and payment of applicable fees, PLANET grants Customer a non-exclusive, non-transferable license to use PLANET software and firmware solely in connection with the PLANET hardware products it is licensed for.

7. Confidentiality

“Confidential Information” means any non-public information disclosed by either Party that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Each Party will use the other’s Confidential Information only to perform its obligations under this Agreement, protect it with reasonable care, and not disclose it to third parties except to those with a need to know who are bound by confidentiality obligations at least as protective as this Agreement. These obligations survive termination of this Agreement for 3 years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

8. Warranties

PLANET products are covered by the applicable manufacturer’s warranty described in the product documentation and referenced in the SLA. Support services are provided in accordance with the scope and commitments described in the SLA.

9. Limitation of Liability

To the extent permitted by applicable law, neither Party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, arising out of or related to this Agreement. Except for the carve-outs below, each Party’s total aggregate liability arising out of or related to this Agreement is limited to the total fees paid or payable by Customer under the applicable Order in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to: a Party’s indemnification obligations; breach of confidentiality obligations; a Party’s gross negligence or willful misconduct; or damages that cannot be limited or excluded under applicable law.

10. Indemnification

PLANET will defend Customer against third-party claims alleging that PLANET’s products, as delivered and used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will indemnify Customer for damages finally awarded, subject to Customer promptly notifying PLANET and cooperating in its defense. This does not apply to claims arising from modification of the product by anyone other than PLANET, combination with non-PLANET hardware or software, or use outside its intended purpose.

Customer will defend and indemnify PLANET against third-party claims arising from Customer’s misuse of PLANET products, violation of this Agreement, or violation of applicable law.

11. Data Protection

To the extent PLANET processes personal data on Customer’s behalf in the course of providing support services (for example, contact details of Customer’s authorized technical contacts), PLANET will process such data solely to perform its obligations under this Agreement and in accordance with applicable data protection laws in the Kingdom of Saudi Arabia, including the Personal Data Protection Law (PDPL). PLANET maintains reasonable administrative, technical, and physical safeguards to protect such data.

12. Compliance with Laws

Each Party will comply with all applicable laws and regulations in connection with its performance under this Agreement. Customer acknowledges that PLANET products may be subject to export control laws and agrees not to export, re-export, or transfer any PLANET product in violation of such laws. Each Party represents that it has not offered or given, and will not offer or give, any improper payment or benefit in violation of applicable anti-corruption laws.

13. Force Majeure

Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, pandemics, or labor disputes, provided the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the impact.

14. General Provisions

Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all its assets.

Notices

Notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or courier. Notices to PLANET should be addressed to: Aitilaf Alshoula Trading Company, Attn: Info, Building No. 6785, Ali bin Abi Talib Street, Al Sharafeyah District, Jeddah 23216-2633, Kingdom of Saudi Arabia, Email: support@planet.com.sa. Routine operational communication (support requests, billing inquiries, escalations) should continue to use the channels described in the SLA and does not need to follow this formal notice procedure.

Amendments

This Agreement may only be amended by a written document signed by authorized representatives of both Parties, except that PLANET may update the SLA in accordance with its own amendment terms (30 days’ written notice for material changes), and may update these Terms from time to time, with the “Last Updated” date above reflecting the most recent revision.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Kingdom of Saudi Arabia. The Parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, disputes will be finally settled by arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with its rules then in effect. The seat of arbitration will be Riyadh, Kingdom of Saudi Arabia, and proceedings will be conducted in English.

Language

This Agreement is executed in English, which is the governing language for all purposes under this Agreement.