Terms and Conditions

FortisSoftware Terms and Conditions

Last Updated: October 2025

PLEASE READ THESE TERMS CAREFULLY. This Agreement governsyour use of the Fortis Software and Services. By executing an Order Formreferencing these Terms, or by accessing or using the Software (including anyFree Trial), you agree to be bound by this Agreement.

This Software Terms and Conditions document (the"Terms"), together with the applicable Order Form and any documentsreferenced herein (including the Fortis Data Privacy Notice), forms a legallybinding agreement (the "Agreement") between:

Fortis MENA Digital Solutions LLC, a companyincorporated and registered in the UAE, with its registered office at in at OneCentral, The Offices, Dubai, United Arab Emirates S as further specified inyour Order Form and with company registration number 1376626("Fortis," "we," "us," or "our"), and

The entity identified as the customer in the applicableOrder Form ("Customer," "you," or "your").

If you are entering into this Agreement on behalf of acompany or other legal entity, you represent that you have the authority tobind such entity to this Agreement. If you do not have such authority, or ifyou do not agree with these Terms, you must not accept this Agreement and maynot use the Software.

1. DEFINITIONS

Capitalized terms used herein shall have the meanings setforth below or as defined elsewhere in this Agreement:

• "Account"     means the online account created by or for the Customer to access and     manage the Software.
• "Affiliate"     means any entity that directly or indirectly controls, is controlled by,     or is under common control with the subject entity. "Control,"     for purposes of this definition, means direct or indirect ownership or     control of more than 50% of the voting interests of the subject entity.
• "Agreement"     means these Terms, together with any applicable Order Form(s) and     documents incorporated by reference (like the Data Privacy Notice).
• "Confidential     Information" means all information disclosed by one party     ("Disclosing Party") to the other party ("Receiving     Party"), whether orally or in writing, designated as confidential or     that reasonably should be understood to be confidential given the nature     of the information and circumstances of disclosure. Fortis Confidential     Information includes the Software and Fortis Property; Customer     Confidential Information includes Customer Data. Exclusions include     information that is: (a) publicly known without breach of this Agreement;     (b) known to the Receiving Party prior to disclosure; (c) received from a     third party without breach of any obligation owed to the Disclosing Party;     or (d) independently developed by the Receiving Party.
• "Customer     Data" means all electronic data, information, or material     submitted by or for the Customer to the Software or collected and     processed by or for the Customer using the Software, excluding Fortis     Property.
• "Data     Privacy Notice" means Fortis's data privacy notice applicable to     the use of the Software and Website, available at Fortis Privacy Notice , as updated from time to time.
• "Documentation"     means the official user guides, manuals, and technical documentation     relating to the Software provided by Fortis.
• "Fees"     means the subscription fees and any other charges specified in the     applicable Order Form payable by Customer to Fortis.
• "Fortis     Property" means the Software, Documentation, Fortis's technology,     platforms, know-how, methodologies, algorithms, usage metrics related to     the Software, feedback provided by the Customer, and all associated     Intellectual Property Rights.
• "Free     Trial" means temporary access to the Software provided by Fortis     free of charge for evaluation purposes, as may be specified in an Order     Form or separate trial agreement.
• "Initial     Term" means the initial duration of the paid subscription     specified in the applicable Order Form.
• "Intellectual     Property Rights" means patents, utility models, rights to     inventions, copyright and related rights, trademarks and service marks,     business names and domain names, rights in get-up and trade dress,     goodwill and the right to sue for passing off or unfair competition, rights     in designs, database rights, rights to use, and protect the     confidentiality of, confidential information (including know-how and trade     secrets), and all other intellectual property rights, in each case whether     registered or unregistered and including all applications and rights to     apply for and be granted, renewals or extensions of, and rights to claim     priority from, such rights and all similar or equivalent rights or forms     of protection which subsist or will subsist now or in the future in any     part of the world.
• "Order     Form" means the Fortis ordering document(s) or online order     executed by both parties or confirmed by Fortis (including any issued for     a Renewal Term) that specify the Software subscription purchased, the     Subscription Term, the applicable Usage Metric(s) and quantities, Fees,     payment terms, and other commercial details, incorporating these Terms by     reference.
• "Personal     Data" means any information relating to an identified or     identifiable natural person, as defined under applicable UAE data     protection laws.
• "POS     Device" means a specific point-of-sale terminal or computing     device. If the Usage Metric specified in the Order Form is "per POS     Device", this term defines the licensed unit.
• "Renewal     Term" means each subsequent renewal period of the paid     subscription following the Initial Term or a previous Renewal Term.
• "Software"     means the Fortis point-of-sale (POS) and customer relationship management     (CRM) software platform provided as a service, including any related     components, APIs, updates, and modifications made available by Fortis     under this Agreement.
• "Subscription     Term" means the Initial Term together with all Renewal Terms     during which the Customer is authorized to use the Software under a paid     subscription.
• "Taxes"     means any taxes, levies, duties, or similar governmental assessments,     including value-added, sales, use, or withholding taxes, assessable by any     jurisdiction.
• "Usage     Metric(s)" means the unit(s) by which the Software license is     measured, quantified, and limited, as explicitly defined in the applicable     Order Form (e.g., per POS Device, per named user, per concurrent user, per     location, per transaction volume, etc.).

2. LICENSE GRANT AND USE OF SOFTWARE

• 2.1.     License Grant: Conditioned upon compliance with this Agreement and payment     of all applicable Fees, Fortis grants Customer a limited, non-exclusive,     non-transferable (except as permitted in Section 14.4), non-sublicensable,     revocable license during the Subscription Term (or Free Trial period) to     access and use the Software solely for Customer's internal business     operations, strictly in accordance with the Documentation and the Usage     Metrics specified in the applicable Order Form.
• 2.2.     License Scope and Usage Limits: Customer's access and use of the     Software is limited to the scope, quantities, and Usage Metrics specified     in the applicable Order Form. Usage exceeding these limits may require the     purchase of additional license capacity and incur additional Fees.
• 2.3.     Free Trial: If Fortis provides a Free Trial, Customer may use the Software     solely for internal evaluation purposes during the specified trial period,     subject to the terms of this Agreement. Free Trials are provided "AS     IS" without warranty or support. Data entered during a Free Trial may     be permanently deleted unless a paid subscription is purchased before the     trial ends. Fortis may terminate a Free Trial at any time for any reason.
• 2.4.     Use Restrictions: Customer shall not, directly or indirectly, and shall     not permit any third party to: (a) sublicense, sell, resell, rent, lease,     distribute, market, or otherwise commercially exploit the Software or make     it available to anyone other than authorized users within the defined     scope; (b) use the Software in violation of applicable laws or     regulations; (c) reverse engineer, decompile, disassemble, or otherwise     attempt to discover the source code, object code, or underlying structure,     ideas, or algorithms of the Software; (d) modify, translate, or create     derivative works based on the Software; (e) remove or obscure any     proprietary notices or labels on the Software or Documentation; (f) use     the Software to build a competitive product or service; (g) interfere with     or disrupt the integrity or performance of the Software or its     infrastructure; or (h) attempt to gain unauthorized access to the Software     or its related systems or networks.

3. ACCOUNT MANAGEMENT & SECURITY

• 3.1.     Account Registration: Customer must provide accurate, current, and     complete information during the Account registration process and keep its     Account information updated.
• 3.2.     Customer Responsibilities: Customer is responsible for: (a)     maintaining the confidentiality of its Account credentials; (b) all     activities that occur under its Account(s); (c) ensuring its users comply     with this Agreement; (d) promptly notifying Fortis of any unauthorized use     or security breach related to its Account. Fortis is not liable for losses     caused by Customer's failure to maintain the security of its Account     credentials.

4. FEES AND PAYMENT

• 4.1.     Fees: Customer shall pay all Fees specified in the relevant Order Form(s).     Fees are based on subscriptions purchased according to the Usage Metrics,     not actual usage, and are non-refundable except as expressly provided     herein. Subscription quantities purchased cannot be decreased during the     Subscription Term.
• 4.2.     Invoicing and Payment: Fees will be invoiced in advance and otherwise in     accordance with the applicable Order Form. Unless otherwise stated,     invoiced amounts are due net thirty (30) days from the invoice date.     Customer is responsible for providing complete and accurate billing and     contact information and notifying Fortis of any changes.
• 4.3.     Late Payments: Overdue Fees may accrue late interest at the rate of 1.5%     per month or the maximum rate permitted by law, whichever is lower.
• 4.4.     Suspension for Non-Payment: If Fees are overdue by more than [Number,     e.g., 15] days, Fortis may, after providing at least [Number, e.g., 7]     days' prior written notice, suspend Customer's access to the Software     until all overdue amounts are paid in full.
• 4.5.     Taxes: Fees are exclusive of Taxes. Customer is responsible for paying all     Taxes associated with its purchases. If Fortis is legally obligated to pay     or collect Taxes for which Customer is responsible, the amount will be     invoiced to and paid by Customer, unless Customer provides a valid tax     exemption certificate. If withholding Taxes are required by law, Customer     will pay such additional amounts as necessary so that the net amount     received by Fortis equals the Fees otherwise payable.

5. TERM, RENEWAL, AND TERMINATION

• 5.1.     Initial Subscription Term: The Initial Term of the paid subscription is     specified in the Order Form.
• 5.2.     Renewal Following Free Trial: If Customer starts with a Free Trial, the     Agreement shall automatically convert into a paid subscription for an     Initial Term (as defined in the corresponding Order Form, or if not     specified, for one year) upon the expiration of the Free Trial period,     unless either Party gives the other written notice of non-renewal at least     thirty (30) days prior to the end of the Free Trial term. Such renewal is     subject to the Fees specified in the Order Form or Fortis's then-current list     prices.
• 5.3.     Renewal of Paid Subscription Term: Following the Initial Term or any     Renewal Term, the applicable Software subscription under this Agreement     shall automatically renew for a subsequent period equal to the preceding     term (each a "Renewal Term"). Fortis will provide the Customer     with prior written notice at least thirty (30) days before the start date     of such Renewal Term. Any such renewal shall be against the     then-applicable list price or the Fee quoted by Fortis in the Order Form     issued by Fortis for such Renewal Term. The Initial Term and all Renewal     Terms are collectively the "Subscription Term".
• 5.4.     Termination for Cause: Either party may terminate this Agreement for     cause: (a) upon thirty (30) days' written notice of a material breach if     such breach remains uncured at the expiration of such period; or (b)     immediately if the other party becomes insolvent, files for bankruptcy, or     undergoes a similar proceeding. Fortis may also terminate for cause if     Fees remain unpaid [Number, e.g., 30] days after the due date.
• 5.5.     Effect of Termination: Upon termination or expiration: (a) all licenses     granted hereunder terminate immediately; (b) Customer must cease all use     of the Software; (c) Customer must pay any unpaid Fees accrued prior to     termination; (d) each party will, upon request, return or destroy the     other's Confidential Information. Fortis may delete Customer Data     according to its data retention policies after termination.
• 5.6.     Survival: Sections 1, 4, 5.5, 5.6, 8, 9, 10, 11.2, 12, 13, and 14 shall     survive termination or expiration of this Agreement.

6. SERVICE AVAILABILITY AND SUPPORT

• 6.1.     Availability: Fortis will use commercially reasonable efforts to make the     Software available 24/7, except for: (a) planned downtime (with advance     notice where practicable); (b) emergency maintenance; or (c)     unavailability caused by factors beyond Fortis's reasonable control (Force     Majeure Events, see Section 14.9).
• 6.2.     Support: Fortis provides standard technical support during Monday to     Saturday 9 AM - 9 PM UAE via designated channels (support@fortis.world and     dedicated chat (Whatsapp) at +971 52-480-5486. Response time targets may     be communicated but are not guaranteed unless specified in a separate     Service Level Agreement (SLA), if purchased. Support excludes issues     arising from Customer's misuse or non-Fortis systems.
• 6.3.     Downtime Disclaimer: Customer acknowledges potential interruptions and     agrees Fortis is not liable for losses resulting from downtime, except as     expressly provided in an applicable SLA.

7. CUSTOMER DATA AND RESPONSIBILITIES

• 7.1.     Customer Data Ownership: Customer retains all ownership rights in and to     Customer Data.
• 7.2.     License to Fortis: Customer grants Fortis and its Affiliates a     worldwide, limited-term, royalty-free license to host, copy, transmit,     display, and process Customer Data, and to sublicense these rights to its     third-party service providers, solely as necessary to provide, maintain,     and improve the Software and related services in accordance with this     Agreement and the Data Privacy Notice.
• 7.3.     Customer Responsibilities: Customer is solely responsible for: (a)     the accuracy, quality, legality, and integrity of Customer Data; (b)     ensuring Customer Data and its use of the Software comply with all     applicable laws, regulations (including data privacy laws), and     third-party rights; (c) obtaining all necessary consents and permissions     for Fortis to process Customer Data as contemplated herein; (d)     implementing and maintaining backups of Customer Data.

8. DATA PRIVACY

Fortis's handling of Personal Data is described in the DataPrivacy Notice at Fortis Privacy Notice  Both parties agree to comply with applicabledata protection laws, including the UAE PDPL, concerning the processing ofPersonal Data under this Agreement. Customer confirms it has the necessaryrights to permit Fortis to process Personal Data contained within Customer Dataaccording to this Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

• 9.1.     Fortis Property: Fortis owns all right, title, and interest, including all     Intellectual Property Rights, in and to the Fortis Property. No rights are     granted to Customer hereunder other than the limited license expressly set     forth in Section 2.1.
• 9.2.     Feedback: If Customer provides any suggestions, ideas, enhancement     requests, or other feedback ("Feedback") to Fortis, Customer     grants Fortis a perpetual, irrevocable, worldwide, royalty-free, fully     paid-up license to use, incorporate, and exploit such Feedback for any     purpose without restriction or obligation.

10. CONFIDENTIALITY

• 10.1.     Obligation: Each Receiving Party agrees to: (a) protect the Disclosing     Party's Confidential Information using the same degree of care it uses for     its own similar information (but no less than reasonable care); (b) not     use Confidential Information for any purpose outside the scope of this     Agreement; (c) limit access to Confidential Information to its employees,     contractors, and agents who need access for purposes consistent with this     Agreement and are bound by confidentiality obligations no less restrictive     than those herein.
• 10.2.     Compelled Disclosure: A Receiving Party may disclose Confidential     Information if legally compelled, provided it gives the Disclosing Party     prior notice (where legally permitted) and reasonable assistance, at the     Disclosing Party's cost, to contest or limit the disclosure.

11. WARRANTIES AND DISCLAIMERS

• 11.1.     Mutual Warranties: Each party warrants it has the legal power and     authority to enter into this Agreement.
• 11.2.     DISCLAIMERS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ALL     RELATED SERVICES ARE PROVIDED "AS IS" AND "AS     AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT     PERMITTED BY LAW, FORTIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,     IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,     WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,     AND NON-INFRINGEMENT. FORTIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE     ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET CUSTOMER'S REQUIREMENTS, OR     THAT DATA WILL BE ACCURATE OR RELIABLE. CUSTOMER ACKNOWLEDGES THAT FORTIS     DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,     INCLUDING THE INTERNET, AND THAT THE SOFTWARE MAY BE SUBJECT TO     LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH     FACILITIES.

12. INDEMNIFICATION

• 12.1.     By Fortis: Fortis will defend Customer against third-party claims alleging     that Customer's use of the Software (as permitted herein) infringes a     UAE-registered patent or copyright and will pay damages finally awarded or     settlement amounts approved by Fortis. This obligation does not apply if     the claim arises from: (a) use in combination with non-Fortis     products/services; (b) modifications not made by Fortis; (c) Customer's     breach of this Agreement; (d) use of a non-current version if infringement     could be avoided by using the current version. If an infringement claim     occurs, Fortis may (at its option): (i) procure the right for Customer to     continue using the Software; (ii) replace or modify it to be     non-infringing; or (iii) terminate the subscription and refund prepaid,     unused Fees.
• 12.2.     By Customer: Customer will defend Fortis against third-party claims     arising from: (a) Customer Data (including infringement or privacy     violations); (b) Customer's use of the Software in violation of this     Agreement or applicable law; or (c) Customer's products or services     offered using the Software. Customer will pay damages finally awarded or     settlement amounts approved by Customer.
• 12.3.     Procedure: The indemnified party must promptly notify the indemnifying     party of the claim, grant sole control over defense and settlement, and     provide reasonable cooperation.

13. LIMITATION OF LIABILITY

• 13.1.     EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE     FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY INDIRECT,     SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER     CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY,     EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 13.2.     LIMITATION OF DIRECT DAMAGES: EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS,     EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS     AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO     FORTIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT     GIVING RISE TO THE CLAIM.
• 13.3.     EXCLUSIONS: THE LIMITATIONS IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY TO:     (a) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (b) LIABILITY     ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c)     LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (d) LIABILITY     FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR (e) ANY LIABILITY THAT     CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

14. THIRD-PARTY PAYMENT PROVIDER DEPENDENCIES &REQUIREMENTS

• 14.1.     Acknowledgement of Dependency: Customer acknowledges and agrees that     certain features or functionalities of the Software, particularly those     enabling or related to the processing of electronic payments, payment     acceptance, transaction settlement, or related financial services     ("Payment Features"), may integrate with, rely upon, or require     access to systems, networks, applications, or services provided by     independent third-party payment service providers, payment gateways,     acquiring banks, or similar financial institutions (collectively,     "PSPs").
• 14.2.     PSP Terms and Compliance: Access to and continuous use of such Payment     Features through the Software is strictly contingent upon the Customer:     Establishing and maintaining, where necessary, a direct contractual     relationship, account, and good standing with the relevant PSP(s) chosen     or required for the desired Payment Features; and Fully adhering to all     applicable agreements, terms of service, policies, operational procedures,     technical requirements, and compliance mandates imposed by such PSP(s).
• 14.3.     PSP Onboarding and Verification: Customer understands that compliance with     PSP requirements typically includes, without limitation, undergoing and     successfully completing mandatory verification processes such as Know Your     Customer (KYC), Know Your Business (KYB), Anti-Money Laundering (AML)     checks, business underwriting reviews, security assessments, and any other     onboarding or ongoing due diligence procedures required by the PSP, its     partners, or applicable financial laws and regulations.
• 14.4.     Customer Responsibility & Fortis Disclaimer: Customer is solely     responsible for understanding, agreeing to, and complying with all     requirements of its chosen or required PSP(s). Fortis is not a party to     any agreement between the Customer and any PSP. Fortis makes no     representations, warranties, or endorsements regarding any PSP or its     services and expressly disclaims all liability and responsibility for the     acts, omissions, performance, availability, security, compliance     processes, fees, or data handling practices of any PSP. Any issues related     solely to the PSP's services or requirements must be resolved directly     between the Customer and the PSP.
• 14.5.     Impact of Non-Compliance: Failure by the Customer to establish or maintain     its necessary relationship(s) with PSPs, or failure to comply with any PSP     requirements (including onboarding, compliance, or technical mandates),     may prevent or disrupt the Customer's ability to access or utilize the     related Payment Features within the Software. Fortis shall have no     liability whatsoever for any inability of the Customer to use Payment     Features due to such circumstances originating from the PSP or the Customer's     non-compliance with PSP requirements.

15. OTHER THIRD-PARTY INTEGRATIONS

Customer acknowledges that the Software may contain featuresor functionalities that integrate with or rely on third-party platforms orservices (e.g., for loyalty programs). Customer's use of these integratedfeatures constitutes its consent to the transmission of Customer Data to suchthird parties as required for the features to operate. Fortis is notresponsible for the data handling practices, performance, or availability ofany such third-party services. Any issues arising from a third-party service mustbe resolved directly between the Customer and the applicable third-partyprovider.

16. GENERAL PROVISIONS

• 16.1.     Governing Law & Jurisdiction: This Agreement is governed by the     Federal Laws of the United Arab Emirates as applied in the Emirate of     Dubai. The parties irrevocably submit to the exclusive jurisdiction of the     Courts of Dubai, UAE for any disputes arising hereunder.
• 16.2.     Notices: Notices must be in writing and sent to the addresses on the Order     Form (for Customer) or to Fortis's registered address as provided on your     Order Form and/or Fortis’ website with a copy to legal@fortis.world  (attn. Fortis Legal Department). Notices     are deemed given upon personal delivery, five days after sending by     certified mail, or one day after sending by reputable overnight courier or     confirmed email (except for notices of termination or indemnity claims,     which require confirmed delivery).
• 16.3.     Relationship: The parties are independent contractors. Nothing herein     creates a partnership, joint venture, agency, or employment relationship.
• 16.4.     Assignment: Neither party may assign this Agreement without the other's     prior written consent (not unreasonably withheld), except Fortis may     assign it without consent to an Affiliate or in connection with a merger,     acquisition, or sale of substantially all its assets.
• 16.5.     Entire Agreement: This Agreement constitutes the entire agreement between     the parties regarding its subject matter and supersedes all prior     communications, representations, or agreements, oral or written. Any     conflicting or additional terms in purchase orders or other Customer     documents are void.
• 16.6.     Amendments: Fortis may modify these Terms by providing Customer at least     thirty (30) days' notice (e.g., via email or in-app notification).     Modifications become effective upon the start of the next Renewal Term     following notice. If Customer objects to material changes, its sole remedy     is to not renew the subscription. Except as stated herein, other     amendments require a written instrument signed by both parties.
• 16.7.     Waiver: No failure or delay by either party to exercise any right     constitutes a waiver of that right. Waivers must be in writing.
• 16.8.     Severability: If any provision is held invalid or unenforceable, the     remaining provisions remain in full force and effect. The invalid     provision will be modified to the extent necessary to render it     enforceable while preserving the parties' original intent.
• 16.9.     Force Majeure: Neither party is liable for delay or failure to perform     (excluding payment obligations) due to causes beyond its reasonable     control, such as acts of God, government actions, natural disasters,     pandemics, cyber-attacks, or internet service failures ("Force     Majeure Event").
• 16.10.     Publicity: Fortis may use Customer's name and logo in its standard     marketing materials and customer lists, subject to Customer's reasonable     brand guidelines provided in writing.
• 16.11.     Compliance with Laws: Each party agrees to comply with all applicable laws     and regulations in its performance of this Agreement.
• 16.12.     Execution: This Agreement may be executed electronically and in     counterparts. Electronic signatures shall be deemed valid and binding in     accordance with applicable UAE laws

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