HIVIUM SOLUTIONS - FZCO — Terms of Service

Hivium is a provider of managed technology services for business-to-business (B2B) organizations. The Services consist of the configuration, implementation, operation, maintenance and support of business software and automation, delivered under a monthly subscription model together with custom professional services where agreed.

The Services may include, depending on the plan and scope agreed with each Client: configuration and operation of customer relationship management (CRM) systems; marketing automation; workflow automation; software implementation and onboarding; ongoing platform operation; maintenance; and technical support.

The Services include a managed, human-supported component. Hivium is not a pure self-service software product; our team participates in setup, operation and support to the extent described in the applicable plan or order form.

For the avoidance of doubt, Hivium is a technology services provider. Hivium is NOT a payment processor, payment facilitator, money services business, electronic money or wallet provider, fintech, financial services provider, lender, marketplace, telecommunications carrier, social network, or reseller of third-party SaaS as a standalone product. Hivium does not hold, transmit, settle or process Client or end-customer funds, and does not provide financial, banking, investment or crypto-asset services of any kind.

The Services are offered exclusively to businesses and organizations acting in the course of their commercial, business or professional activity. They are not directed to, and may not be used by, consumers acting for personal, family or household purposes.

By entering into these Terms, you represent that you are a business duly organized and operating under the laws applicable to you, that the individual accepting these Terms has authority to bind the Client, and that you are not barred from receiving the Services under any applicable law, sanctions regime or export control.

Hivium may decline to provide, or may discontinue, the Services to any prospective or existing Client at its reasonable discretion, including where eligibility requirements are not met.

To receive the Services, the Client may be provided with, or asked to create, accounts and access credentials to Hivium-operated environments and to third-party platforms used to deliver the Services.

The Client is responsible for designating authorized users, for keeping credentials confidential, and for all activity that occurs under its accounts and those of its users. The Client must notify Hivium promptly of any suspected unauthorized access or security incident affecting its accounts.

The Client is responsible for the acts and omissions of its users, employees, contractors and agents who access the Services, as if they were the acts and omissions of the Client itself.

The specific scope, deliverables, service levels and timelines applicable to a Client are defined in the applicable plan description, order form, proposal or statement of work. Where those documents conflict with these Terms, the order-specific document controls for the matters it expressly addresses.

The Client is responsible for the data, content, contact lists, messaging, creative materials and configurations it provides or instructs Hivium to use, and for ensuring it has all necessary rights, consents and legal bases for them. The Client is solely responsible for its own compliance with all laws and regulations applicable to its business, industry and the jurisdictions in which it operates, including those relating to data protection and privacy, marketing and electronic communications, consumer protection, and the collection of consents from its own customers and contacts.

Where the Services are used to send communications through channels such as WhatsApp, SMS, email or similar, the Client is responsible for ensuring that its use complies with the applicable policies, terms and acceptable-use requirements of those channel and platform providers (for example, messaging-platform business policies, anti-spam and opt-in/opt-out requirements), and for obtaining and maintaining valid recipient consent. Hivium configures and operates these channels on the Client's behalf but does not warrant the Client's underlying compliance.

In delivering the Services, Hivium may process data on behalf of and under the documented instructions of the Client. The Client is the controller of its own and its customers' data and is responsible for the lawfulness of that data; Hivium acts as processor and implements reasonable technical and organizational measures designed to protect the data it processes for the Client.

The Client must provide timely cooperation, accurate information, decisions and approvals reasonably required for Hivium to perform the Services. Delays or inaccuracies attributable to the Client may affect timelines and outcomes.

The Services are provided on a recurring monthly subscription basis unless otherwise agreed. One-off setup or implementation fees may apply and will be set out in the applicable order form or proposal. Subscription fees are billed in advance for each billing period and are payable in accordance with the agreed payment terms. Unless otherwise stated, fees are exclusive of any applicable taxes, duties or levies, which are the responsibility of the Client.

In addition to subscription and setup fees, certain costs are usage-based and depend on third-party services and consumption — for example SMS, WhatsApp and other messaging, email volume, AI/automation credits, and third-party tools and platforms. These usage-based costs may be billed separately and may vary with actual usage. The Client is responsible for these costs.

Hivium does not handle, hold or process end-customer payments and does not act as a payment processor or financial intermediary. Where the Client needs to collect payments from its own customers, that is arranged by the Client directly with its own payment provider, and Hivium's role is limited to configuring or integrating tools at the Client's instruction.

Any billing inquiries or disputes are governed by the Refund Policy and must be submitted to billing@hivium.tech within the period stated in that policy. Except as provided in the Refund Policy or required by applicable law, fees are non-refundable. Hivium may update pricing and plan terms on prospective notice, effective from the next renewal period.

Delivery of the Services may rely on, or integrate with, third-party platforms, software, APIs and infrastructure. Use of such third-party services is subject to the respective third party's own terms, policies and pricing.

The Client is responsible for maintaining its own accounts, licenses, subscriptions and compliance with the terms of any third-party services that are operated under the Client's name or required for the Services, and for the fees charged directly by those third parties where applicable.

Hivium does not control and is not responsible for the availability, performance, changes, suspension or discontinuation of third-party services, nor for any acts or omissions of those third parties. Changes imposed by a third-party provider may affect the Services, and Hivium will use reasonable efforts to adapt where commercially feasible.

As between the parties, Hivium retains all right, title and interest in and to its own methodologies, know-how, templates, tooling, configurations, software, documentation and any pre-existing or independently developed materials used to provide the Services, including improvements thereto.

The Client retains all right, title and interest in and to its own data, content and materials provided to Hivium ('Client Materials'). The Client grants Hivium a non-exclusive, worldwide license to use, host, process and configure Client Materials solely to provide, support and improve the Services for the Client during the term.

Unless otherwise agreed in writing, any deliverables specifically created for the Client are licensed (and not assigned) to the Client for use in connection with the Services. The Client may not copy, reverse-engineer, resell, sublicense or commercially exploit Hivium's underlying tooling, methodologies or platform configurations outside the scope of the Services.

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential ('Confidential Information'). Each party agrees to use the other's Confidential Information only to perform its obligations and exercise its rights under these Terms, and to protect it with at least the same degree of care it uses for its own confidential information.

Confidential Information does not include information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where required by law or competent authority, giving reasonable prior notice where lawfully permitted.

These confidentiality obligations survive termination for as long as the information remains confidential.

Hivium will use commercially reasonable efforts to make the Services available and to provide support in accordance with the applicable plan. Support channels, response targets and operating hours are as described in the applicable plan, order form or service description.

Hivium does not guarantee any specific level of uptime or availability except where a service level is expressly agreed in writing in an applicable order form or service-level agreement. The Services may be affected by scheduled maintenance, third-party dependencies, and events outside Hivium's reasonable control.

Hivium may perform maintenance, updates and changes to the Services and will use reasonable efforts to minimize disruption and to notify the Client of material changes in advance where practicable.

The Services are provided on an 'as is' and 'as available' basis. To the maximum extent permitted by applicable law, Hivium disclaims all warranties, conditions and representations of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

Hivium does not warrant that the Services will be uninterrupted, error-free, or that they will achieve any particular business result, revenue, conversion, deliverability or other outcome. Any forecasts, examples or expectations are illustrative only and not guarantees.

Hivium is designed and operated with security and good data-handling practices in mind, but does not make any representation of compliance with any specific law, framework or certification unless expressly agreed in writing.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profits, revenue, goodwill, business opportunity, or loss or corruption of data, arising out of or relating to the Services, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Hivium's total aggregate liability arising out of or relating to these Terms and the Services will not exceed the total fees paid by the Client to Hivium for the Services in the twelve (12) months immediately preceding the event giving rise to the liability.

Hivium is not liable for losses arising from the Client's own content, instructions, configurations or non-compliance, from the acts, omissions, outages or policy changes of third-party providers, or from the Client's failure to comply with the policies of messaging or communication channels. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

Hivium may suspend the Services, in whole or in part, where the Client fails to pay amounts when due, where required to protect the security or integrity of the Services or third-party platforms, where the Client breaches these Terms or the acceptable-use requirements of channels or third parties, or where required by law or by a third-party provider.

Either party may terminate the subscription at the end of the then-current billing period with reasonable prior notice as set out in the applicable plan or order form, unless a fixed term has been agreed. Either party may terminate for material breach not cured within a reasonable period after written notice.

On termination, the Client's right to use the Services ends, outstanding fees become due, and Hivium will, upon written request made within a reasonable period and subject to applicable law, make Client Materials available for export before deletion in the ordinary course. Provisions that by their nature should survive (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnity and governing law) survive termination.

The Client will defend, indemnify and hold harmless Hivium and its affiliates, directors, officers, employees and agents from and against any third-party claims, demands, proceedings, losses, damages, liabilities, costs and reasonable expenses (including reasonable legal fees) arising out of or relating to: the Client Materials, data, content, contact lists or instructions provided to Hivium; the Client's use of the Services in breach of these Terms or applicable law; the Client's communications sent through messaging, SMS, email or similar channels and any failure to obtain valid recipient consent or to comply with the policies of those channel and platform providers; or any infringement or misappropriation of third-party rights by the Client.

Hivium will promptly notify the Client of any claim subject to indemnification, allow the Client to control the defense and settlement (provided that no settlement imposes any obligation or admission on Hivium without its prior written consent), and provide reasonable cooperation at the Client's expense.

This indemnity is in addition to, and does not limit, any other rights or remedies available to Hivium under these Terms or applicable law.

Hivium may update these Terms from time to time to reflect changes in the Services, legal requirements or business practices. Material changes will be communicated by reasonable means, such as posting an updated version at https://hivium.tech or notifying the Client directly.

Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If the Client does not agree to a material change, its remedy is to stop using the Services in accordance with the termination provisions above.

These Terms and any dispute or claim arising out of or in connection with them or the Services are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict-of-laws principles.

The parties submit to the jurisdiction of the competent courts of Dubai, United Arab Emirates, in respect of any dispute arising out of or relating to these Terms, subject to any mandatory provisions of applicable law and to any dispute-resolution mechanism the parties may separately agree in writing.

HIVIUM SOLUTIONS - FZCO, DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates. Trade License No. 75569. Registration No. 73822.

Legal inquiries: legal@hivium.tech. Support: support@hivium.tech. Billing: billing@hivium.tech. Website: https://hivium.tech.