2.1 What We Provide

RedCloud provides Participants with access to the services selected in the applicable Order Form. The Platform is a continuously evolving product. The two core service modules are:

• Trading Platform — Digital trade operations including ordering, inventory management, payment processing, and stock management.
• Intelligence Platform — AI and machine learning-powered analytics, forecasting, and trade intelligence derived from Platform activity.

RedCloud may add, modify, or retire Platform features and capabilities from time to time. Where any such change materially affects a Participant's access to the subscribed Services, RedCloud will provide reasonable prior written notice.

2.2 Service Availability & Service Credits

RedCloud will use commercially reasonable efforts to maintain Platform availability of 99.5% in any calendar month, excluding scheduled maintenance windows. Planned maintenance will be notified to Participants at least 48 hours in advance.

Where Platform availability falls below 99.5% in any calendar month (calculated excluding scheduled maintenance and circumstances beyond RedCloud's reasonable control), Participants may claim a service credit as follows:

99.0%–99.4% availability: Service credit equivalent to 5% of that month's Platform Usage Fee.

98.0%–98.9% availability: Service credit equivalent to 10% of that month's Platform Usage Fee.

Below 98.0% availability: Service credit equivalent to 20% of that month's Platform Usage Fee.

Service credits must be claimed within 30 days of the end of the affected month by written notice to RedCloud. Credits will be applied to the following month's invoice and are the Participant's sole and exclusive remedy for availability failures. Service credits are not redeemable for cash and do not affect either party's rights under Clause 7 (Liability). The maximum aggregate service credit in any calendar month shall not exceed 20% of that month's Platform Usage Fee.

2.3 Support

Technical support is provided via email and in-app channels. Response time targets: critical issues (platform unavailable) — 4 business hours; significant issues — 1 business day; general queries — 3 business days.

2.4 Onboarding & Identity Verification

Platform access is conditional upon successful completion of RedCloud's onboarding process, which includes identity and business verification procedures ("KYB Process"). RedCloud reserves the right to conduct, or instruct a third-party provider to conduct, such verification checks as RedCloud reasonably considers necessary, including but not limited to: verification of the Participant's legal entity, commercial registration, beneficial ownership, and compliance with applicable anti-money laundering and counter-terrorism financing regulations.

The Participant agrees to provide all information and documentation reasonably requested by RedCloud in connection with the KYB Process, including certified copies of commercial registration documents, proof of identity for authorised signatories and beneficial owners, and any other documentation required by applicable Saudi or international regulatory requirements.

RedCloud reserves the right to decline, suspend, or terminate access to the Platform where: (a) the Participant fails to complete the KYB Process within a reasonable time; (b) the KYB Process reveals information that, in RedCloud's reasonable judgement, presents an unacceptable risk; or (c) applicable law or regulation prohibits RedCloud from onboarding or continuing to service the Participant. RedCloud will not be liable for any loss arising from a decision made in good faith in accordance with this clause.

The collection and processing of personal data in connection with the KYB Process will be conducted in accordance with RedCloud's Privacy Policy and applicable data protection legislation, including the Saudi PDPL.

3.1 Participant Data Ownership

The Participant retains full ownership of all Raw Data contributed to the Platform. Nothing in these Terms transfers Raw Data ownership to RedCloud. Raw Data will never be sold as a standalone product to third parties, and will not be disclosed to third parties in identifiable form without the Participant's prior written consent.

3.2 Data Licence Grant

The Participant grants RedCloud a perpetual, irrevocable, worldwide, royalty-free licence to use, process, analyse, store, reproduce, combine, and commercialise Raw Data for the following purposes. The Participant warrants that it has all necessary rights, consents and authorisations under applicable law, including the Saudi Personal Data Protection Law (PDPL), to grant this licence in respect of any personal data contained within Raw Data:

• Providing, improving, and developing the Platform and Services;
• Generating Derived Intelligence and Aggregated Data;
• Training and improving AI and machine learning models;
• Creating analytics, forecasts, market intelligence, and commercial offerings; and
• Any other lawful commercial purpose consistent with RedCloud's platform business.

3.3 RedCloud's Ownership of Derived Intelligence

All Derived Intelligence and Aggregated Data created by RedCloud — including demand models, pricing signals, forecasts, market intelligence, inventory predictions, behavioural patterns, recommendation outputs, and all related algorithms and analytical products — is the exclusive intellectual property of RedCloud. RedCloud created it. RedCloud owns it. RedCloud decides how it is used, licensed, and commercialised. These rights are perpetual and irrevocable and survive termination.

3.4 No Permission Required

RedCloud does not require the consent of any Participant to commercialise, license, or build products upon Derived Intelligence or Aggregated Data. Derived Intelligence is created by RedCloud through its own processing and modelling capability — it is RedCloud's original intellectual work, not a reproduction of any individual Participant's Raw Data.

3.5 Post-Termination Data Rights

Upon termination: (a) the Participant retains all rights to its Raw Data and may request a copy within 30 days; (b) RedCloud retains all rights to Derived Intelligence and Aggregated Data and may continue to use and commercialise these indefinitely.

3.6 Data Security, Privacy & Breach Notification

RedCloud maintains ISO 27001-certified information security management. Personal data is processed in compliance with the Saudi Personal Data Protection Law (PDPL) and, where applicable, UK GDPR. In the event of a personal data breach affecting Participant data, RedCloud will notify the Participant without undue delay and, in any event, within 72 hours of becoming aware of the breach, providing reasonable details of the nature of the breach, the data affected, and the remediation steps being taken. A Data Processing Addendum setting out technical and organisational security measures is available on request.

4.1 Tier Structure

The Participant's pricing tier is determined by their Consolidated SKU Unit volume through the Platform over a rolling 12-month period, as set out in the Order Form. Tier upgrades apply from the next billing cycle following written confirmation by RedCloud. Tier downgrades require a full 12-month measurement period before taking effect.

4.2 Fee Structure

Fees comprise two components, each as specified in the signed Order Form:

(a) Annual Subscription Fee: A fixed annual fee payable at the commencement of each contract year. The Annual Subscription Fee covers initial setup, onboarding, integration, and baseline operational expenses. This fee is recurring and applies in every year of the Term unless otherwise varied by written agreement.

(b) Platform Usage Fees: A percentage of revenue processed through the Platform, calculated monthly and invoiced in arrears, at the rate applicable to the Participant's tier and Participant Type as set out in the Order Form.

The specific amounts, rates, and tier applicable to a Participant are those set out in the signed Order Form and are fixed for the Initial Term unless varied by written agreement of both parties.

4.2a Participant Types and Pricing Models

RedCloud operates two pricing models corresponding to two Participant Types. The applicable pricing model for each Participant is specified in the Order Form. Pricing models may differ in rate levels, tier structures, and the availability of the Year 1 Offset Mechanism described in Clause 4.2b. All specific rates and amounts are set out in the applicable Order Form. In the event of any change to rates or commercial terms, a new Order Form shall be required, duly signed by both parties.

4.2b Year 1 Offset Mechanism (Distributor Participants only)

Where specified in the Order Form, the Annual Subscription Fee for Year 1 of the Agreement is fully recoverable and will be offset against Platform Usage Fees generated through the Trading Layer within the first three (3) months of the Commencement Date. If the cumulative Platform Usage Fees generated in the first three months equal or exceed the Annual Subscription Fee, the Annual Subscription Fee for Year 1 shall be netted off in full against those fees, effectively making the onboarding investment neutral for that year.

For the avoidance of doubt: (i) this offset applies to Year 1 only; (ii) from Year 2 onwards the Annual Subscription Fee is payable in full without offset; (iii) if cumulative Platform Usage Fees in the first three months are less than the Annual Subscription Fee, only the amount generated shall be offset and the balance remains payable; and (iv) the offset applies to Trading Layer fees only.

4.3 Payment Terms

The Upfront Fee is payable within 14 days of the Order Form Commencement Date. Platform Usage Fees are invoiced monthly in arrears and due within 30 days of invoice (the Due Date). Late payments accrue interest at 2% per month on the outstanding balance from the Due Date until payment in full.

4.3a Service Continuity, Degradation and Suspension for Non-Payment

If the Participant fails to pay any undisputed invoice within the agreed payment terms, the following graduated enforcement measures shall apply:

(a) Grace Period: The Services shall continue in full for a period of up to fifteen (15) calendar days following the Due Date.

(b) Progressive Service Degradation: Following the expiry of the Grace Period, RedCloud reserves the right, without liability, to progressively reduce or restrict non-core functionalities of the Services, including but not limited to analytics, reporting, integrations, and transaction processing capabilities.

(c) Restricted Access: If payment remains outstanding for a further period of ten (10) calendar days following the commencement of service degradation under (b) above, RedCloud may restrict access to core Platform features, including transaction execution and user access, while maintaining limited administrative access for data retrieval purposes.

(d) Suspension: If the Participant fails to cure the non-payment within thirty (30) days from the original Due Date, RedCloud may suspend the Services in whole or in part.

(e) Termination and Data Handling: If the outstanding amounts remain unpaid for sixty (60) days from the date of suspension under (d) above, RedCloud may terminate the Agreement and may delete Participant data in accordance with its data retention policies.

(f) No Liability: RedCloud shall not be liable for any loss of business, data, or operational disruption arising from the enforcement of this clause, provided that RedCloud has followed the graduated process set out above. This clause shall not apply where the Participant is disputing an invoice reasonably and in good faith and has notified RedCloud of the dispute in writing within fourteen (14) days of receipt of the invoice.

4.4 Taxes

All fees are exclusive of applicable taxes. The Participant is responsible for Saudi VAT (currently 15%) and any other applicable taxes, duties, or levies arising from the supply of Services in the Kingdom of Saudi Arabia. Where RedCloud is required by law to collect and remit taxes, these will be added to invoices as a separate line item. Each party is responsible for its own income and corporation taxes.

5.1 RedCloud IP

RedCloud owns all Intellectual Property Rights in and to: the Platform; all software, algorithms, and models underlying the Platform; all Derived Intelligence; all Aggregated Data; and all documentation and materials provided by RedCloud. The Participant acquires no ownership rights in any of the foregoing.

5.2 Licence to Use

RedCloud grants the Participant a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Term for the Participant's internal business operations only.

5.3 Restrictions

The Participant must not: reverse-engineer any part of the Platform; create derivative works from RedCloud's Derived Intelligence; use the Platform to build a competing product; or misrepresent RedCloud in connection with their use of the Platform.

Each party agrees to keep the other's confidential information strictly confidential, not disclose it to third parties without consent, and use it only for performing this Agreement. These obligations survive termination for five years. Standard exceptions apply for information that is publicly available, already known, independently developed, or required to be disclosed by law.

7.1 Limitation of Liability

To the maximum extent permitted by applicable law: (a) neither party is liable for indirect, consequential, special, or punitive damages, including loss of profit, loss of data, or loss of business opportunity; and (b) RedCloud's total aggregate liability to the Participant shall not exceed the total Fees paid by the Participant in the 12 months immediately preceding the event giving rise to the claim. Nothing in these Terms limits either party's liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded by applicable law.

7.2 Indemnity

Each party indemnifies the other against third-party claims arising from that party's breach of this Agreement, infringement of third-party IP, or negligence. The Participant additionally indemnifies RedCloud against claims arising from inaccurate, unlawful, or improperly consented Raw Data.

7.3 Force Majeure

Neither party is in breach for failures caused by circumstances beyond their reasonable control, provided they give prompt notice and take reasonable steps to mitigate.

8.1 Term & Renewal

The Agreement commences on the Order Form Commencement Date and continues for the Initial Term. It auto-renews for successive 12-month periods unless either party gives 60 days' written notice prior to expiry.

8.2 Termination for Convenience

Either party may terminate on 90 days' written notice. Upfront Fees are non-refundable. Outstanding Fees for services rendered remain payable.

8.3 Termination for Cause

Either party may terminate immediately if the other: commits an unremedied material breach (30 days' notice to remedy); becomes insolvent; or if continued performance would violate law.

8.4 Survival

Clauses 3.3 (Derived Intelligence), 3.5 (Post-Termination), 5 (IP), 6 (Confidentiality), 7 (Liability), and 9 (Governing Law) survive termination.

9.1 Governing Law

This Agreement will be exclusively governed by and construed under the laws of the Kingdom of Saudi Arabia.

9.2 Saudi Arabian Compliance

Both parties acknowledge their obligations to comply with applicable Saudi Arabian laws in connection with activities in the Kingdom, including the Saudi E-Transactions Law (Royal Decree No. M/18, 1428H), the Personal Data Protection Law (PDPL, Royal Decree No. M/19, 1443H), and applicable ZATCA VAT regulations. The Participant is solely responsible for ensuring its own compliance with applicable Saudi commercial, tax, and licensing requirements.

9.3 Dispute Resolution

Any dispute, controversy or claim arising out of or relating to this Agreement, or a breach, termination or invalidity thereof ("Dispute") shall be settled through friendly consultation between the parties. If no settlement is reached within twenty (20) calendar days of commencement of such consultation, or such other date as mutually agreed, the Dispute shall be submitted for resolution as follows:

(a) Mediation: The Dispute shall first be submitted to mediation administered by the Saudi Center for Commercial Arbitration ("SCCA") in accordance with its Mediation Rules.

(b) Commercial Court (disputes ≤ USD 5,000,000): If settlement is not reached within 45 days after service of a written request for mediation, any unresolved Dispute with a value equal to or less than USD 5,000,000 shall be resolved by litigation before the commercial courts of Dammam, Saudi Arabia.

(c) SCCA Arbitration (disputes > USD 5,000,000): If the value of the Dispute equals or exceeds USD 5,000,001, the Dispute shall be settled by arbitration administered by the SCCA in accordance with its Arbitration Rules. Arbitration shall be conducted in English and shall take place in Riyadh, Saudi Arabia. Any arbitration award shall be final and binding on both parties.

9.4 Language

These Terms are in English. The English version is authoritative for interpretation and dispute resolution purposes. RedCloud will provide a certified Arabic translation upon request; in any conflict between the English and Arabic versions, the English version shall prevail.

10.1 Entire Agreement

This Agreement (Order Form + these Terms) is the complete agreement between the parties and supersedes all prior arrangements on this subject.

10.2 Amendments

RedCloud may update these Terms from time to time. Participants will be notified of material changes with at least 30 days' notice. Continued use of the Platform constitutes acceptance. Amendments to individual Order Forms require written agreement from both parties.

10.3 No Assignment

Neither party shall assign this Agreement or subcontract the subject matter thereof to any third party without the prior written consent of the other party. Any purported assignment or subcontracting in breach of this clause shall be void and of no effect. For the avoidance of doubt, this clause is intended to prevent any Participant from transferring or sub-licensing access to the Platform to any affiliated distributor, retailer, or third-party channel partner without RedCloud's express written consent.

10.4 Digital Signatures

Electronic signatures are valid and legally binding under the Saudi E-Transactions Law (Royal Decree No. M/18, 1428H).

10.5 Severability & Waiver

Invalid provisions are severed without affecting the rest of the Agreement. Failure to enforce a provision is not a waiver of it.

10.6 Notices

Notices must be in writing, delivered by email (with receipt confirmation), courier, or registered post to the addresses in the Order Form.

10.6a Audit Rights

RedCloud reserves the right, on reasonable written notice of not less than 10 business days, to audit or appoint an independent third party to audit the Participant's records solely to verify the accuracy of reported Consolidated SKU Unit volumes and Platform revenue used to calculate Fees. Any such audit shall be conducted at RedCloud's cost unless a discrepancy of more than 5% is identified, in which case the Participant shall bear the reasonable costs of the audit.

10.7a Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement, including the UK Bribery Act 2010, applicable anti-corruption and anti-money laundering laws, and all applicable export control regulations. Neither party shall offer, give, or receive any bribe, kickback, or improper payment in connection with this Agreement.

10.7 Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.