Terms of Service

By accessing or using the Service, the individual accepting these Terms represents and warrants that they have the authority to bind the organisation on whose behalf they are acting (“Customer”) and that the organisation agrees to these Terms. If you do not have such authority, or if the organisation does not agree to these Terms, you must not use the Service.

These Terms should be read alongside our Privacy Policy, which is incorporated by reference. In the event of any conflict between these Terms and any order form or statement of work, the order form shall take precedence for commercial terms, and these Terms shall govern all other matters.

Rotherine is a software-as-a-service (“SaaS”) platform providing supply-chain intelligence, risk monitoring, and operational analytics to business customers. The Service includes:

• Real-time supply-chain risk monitoring and disruption alerting
• Supplier visibility, reliability scoring, and dependency mapping
• Live shipment tracking and customs clearance monitoring
• AI-powered scenario analysis and resilience scoring (see Section 9)
• Operational analytics, custom reports, and data export
• GCC labour, workforce, and regulatory change monitoring (Kingdom of Saudi Arabia, UAE, Qatar, Kuwait, Bahrain, and Oman)

Rotherine reserves the right to modify, enhance, or discontinue features of the Service at any time. Where a material feature is discontinued, Rotherine will provide at least 30 days’ notice via email or the platform.

3.1 Eligibility

The Service is available exclusively to registered businesses and their authorised employees. Individual consumers may not subscribe. The Customer must be a legally constituted organisation with a valid commercial registration (where applicable under Saudi law).

3.2 Account Credentials

The Customer is responsible for maintaining the confidentiality of account credentials and for all activities conducted under the account. The Customer must promptly notify Rotherine of any suspected unauthorised access at legal@rotherine.com. Rotherine shall not be liable for losses arising from unauthorised access resulting from the Customer’s failure to maintain credential security.

3.3 Authorised Users

The Customer may permit its employees and contractors to access the Service as authorised users within the limits of the subscribed plan. The Customer is responsible for ensuring all authorised users comply with these Terms and accepts liability for their use of the Service. Account credentials may not be shared between individuals or transferred to third parties outside the Customer’s organisation.

4.1 Subscription Plans

Access to the Service is provided on a subscription basis, as specified in the applicable order form or pricing page at the time of purchase. Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Section 11.

4.2 Fees and Invoicing

Subscription fees are charged in advance for the applicable billing period (monthly or annual). All fees are stated exclusive of value-added tax (“VAT”). Saudi VAT at the applicable rate (currently 15%) will be added to all invoices issued to Customers with a Saudi VAT registration number or place of supply in the Kingdom of Saudi Arabia, in accordance with the VAT Implementing Regulations issued by ZATCA. VAT invoices compliant with ZATCA e-invoicing (Fatoorah) requirements will be issued on request.

4.3 Payment Processing

Payments are processed by Stripe, Inc. By subscribing, the Customer authorises Rotherine (via Stripe) to charge the nominated payment method for the applicable fees. In the event of a failed payment, Rotherine will notify the Customer and provide a grace period of 7 calendar days. Access may be suspended if payment is not received within that period.

4.4 Price Changes

Rotherine may adjust subscription fees at any time with at least 30 days’ notice. Price changes will take effect from the next renewal date after the notice period. Continued use after the effective date constitutes acceptance of the revised fees.

4.5 Refunds

Fees are non-refundable except as required by applicable Saudi law or as expressly agreed in an order form. In cases of service unavailability attributable to Rotherine that exceed the availability commitment in the applicable SLA, Customers may be eligible for service credits as set out in the applicable SLA.

The Customer agrees not to use the Service, and to ensure authorised users do not use the Service, for any of the following purposes:

• Uploading or transmitting content that is unlawful, fraudulent, defamatory, or that infringes third-party intellectual property rights
• Attempting to gain unauthorised access to the Service, other Customers’ data, or Rotherine’s systems
• Reverse engineering, decompiling, or disassembling any part of the Service
• Reselling, sublicensing, or providing access to the Service to third parties without Rotherine’s prior written consent
• Using the Service in a manner that violates any applicable Saudi law, regulation, or government order, including those issued by ZATCA, SDAIA, or the Ministry of Commerce
• Introducing malware, viruses, or other harmful code into the Service
• Scraping, crawling, or using automated tools to extract data from the Service beyond what is permitted by the API terms
• Using the Service to support or facilitate any activity related to money laundering, terrorism financing, or sanctions violations

Rotherine reserves the right to suspend or terminate access immediately for material violations of this Section without prejudice to any other remedies available.

6.1 Rotherine IP

All intellectual property rights in the Service, including the platform software, algorithms, data models, risk-scoring methodologies, user interface, and Rotherine-generated content, are owned exclusively by Rotherine or its licensors. These Terms do not transfer any ownership of Rotherine’s intellectual property to the Customer. The Customer is granted a limited, non-exclusive, non-transferable licence to access and use the Service solely for the Customer’s internal business purposes during the subscription term.

6.2 Customer Feedback

If the Customer provides feedback, suggestions, or ideas about the Service, Rotherine may use such feedback without restriction or compensation, and the Customer waives any intellectual property rights in that feedback to the extent permitted by law.

The Customer retains all ownership and intellectual property rights in the data, content, and information uploaded to or generated within the Customer’s workspace (“Customer Data”). This includes supplier records, shipment data, contracts, inventory information, purchase orders, and any documents uploaded to the Service.

The Customer grants Rotherine a limited licence to process Customer Data solely to provide the Service, including to transmit relevant data to sub-processors as described in the Privacy Policy. Rotherine does not claim ownership of Customer Data, does not use Customer Data for training AI models, and will not disclose Customer Data to third parties except as required to deliver the Service or as required by law.

Upon termination of the subscription, the Customer may export their data via the platform’s export tools for a period of 90 days. After 90 days, Customer Data will be permanently deleted from Rotherine’s systems, subject to the financial record-keeping requirements described in the Privacy Policy.

Each party agrees to keep confidential the other party’s non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information includes, but is not limited to, Customer Data, Rotherine’s technical documentation, pricing, and business plans. The receiving party shall use the disclosing party’s confidential information only to perform its obligations under these Terms and shall not disclose it to any third party without prior written consent, except to employees or contractors who need to know it and are bound by obligations no less restrictive than these Terms.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party without restriction; (c) is independently developed by the receiving party; or (d) must be disclosed by applicable law or court order, provided the receiving party gives prompt notice to allow the other party to seek a protective order.

The Service includes AI-powered analysis features that use Anthropic’s Claude API to generate supply-chain insights, risk assessments, scenario simulations, and strategic recommendations (collectively, “AI Outputs”).

AI Outputs are advisory only.They are intended to assist the Customer’s decision-making, not to replace it. AI Outputs do not constitute financial advice, legal advice, investment advice, or regulatory guidance. The Customer must independently verify AI Outputs before relying on them for material business decisions and should seek qualified professional advice where appropriate.

Rotherine does not warrant the accuracy, completeness, or fitness for purpose of AI Outputs. AI models may produce outputs that are incorrect, incomplete, or based on outdated information. Rotherine shall not be liable for any loss, damage, or regulatory consequence arising from the Customer’s reliance on AI Outputs.

10.1 Availability

Rotherine targets a monthly uptime of 99.5% for the core platform, excluding scheduled maintenance windows (for which at least 24 hours’ notice will be provided) and events beyond Rotherine’s reasonable control (including third-party infrastructure failures, AWS/Supabase outages, or force majeure events).

10.2 Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY SAUDI LAW, ROTHERINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. ROTHERINE DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROTHERINE’S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO ROTHERINE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ROTHERINE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR REPUTATIONAL HARM, EVEN IF ROTHERINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under mandatory Saudi law.

The Customer agrees to indemnify, defend, and hold harmless Rotherine and its officers, directors, employees, and agents from and against any claims, losses, damages, penalties, and costs (including reasonable legal fees) arising from: (a) the Customer’s breach of these Terms; (b) the Customer’s violation of applicable law; (c) the Customer Data infringing third-party intellectual property rights; or (d) the Customer’s wilful misconduct or gross negligence.

13.1 Term

These Terms commence on the date of account registration or execution of the applicable order form and continue until the subscription is terminated in accordance with this Section.

13.2 Termination by Customer

The Customer may cancel their subscription at any time via the platform settings or by contacting legal@rotherine.com. Cancellation takes effect at the end of the then-current billing period. No refund will be issued for the remaining period, except as required by Saudi law.

13.3 Termination by Rotherine

Rotherine may suspend or terminate the Customer’s account: (a) immediately for material breach of these Terms, including non-payment or violation of Section 5; (b) with 30 days’ notice for any reason; or (c) immediately if required to do so by applicable law or a government order.

13.4 Effect of Termination

Upon termination, the Customer’s licence to access the Service ceases. Customer Data remains available for export for 90 days following termination, after which it will be permanently deleted. Sections 7 (Data Ownership), 8 (Confidentiality), 9 (AI Limitations), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and 15 (Dispute Resolution) survive termination.

These Terms are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, including the System of Civil Transactions (Royal Decree No. M/191 of 1444H), the E-Commerce Law (Royal Decree No. M/126 of 1441H), and applicable regulations issued by the Ministry of Commerce and the Communications, Space, and Technology Commission (CST).

For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this agreement.

15.1 Good-Faith Negotiation

The parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. The party raising the dispute must provide written notice specifying the nature of the dispute. The parties shall have 30 days from receipt of such notice to resolve the dispute by negotiation.

15.2 Arbitration

If the dispute is not resolved through negotiation within the 30-day period, it shall be finally resolved by binding arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with its rules in force at the time of the dispute. The seat of arbitration shall be Riyadh, Kingdom of Saudi Arabia. The language of the arbitration shall be Arabic, with English as a working language by agreement.

15.3 Courts

Nothing in this Section prevents either party from seeking urgent injunctive or interim relief from a competent Saudi court pending the outcome of arbitration.

The Service integrates with or relies on third-party services including Stripe (payments), Anthropic (AI analysis), Resend (email), and Supabase/AWS (infrastructure). These third parties operate under their own terms and privacy policies. Rotherine is not responsible for the availability, accuracy, or performance of third-party services. Customers’ use of third-party services through the platform is subject to those services’ own terms.

Third-party data sources used to generate risk signals (including port data, geopolitical news feeds, and regulatory publications) are provided for informational purposes only. Rotherine does not guarantee the accuracy or completeness of third-party data.

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions, agreements, or representations.

17.2 Amendments

Rotherine may amend these Terms at any time with at least 14 days’ notice via email or in-platform notification. Continued use of the Service after the effective date of the amendment constitutes acceptance. If the Customer objects to an amendment, they may terminate the subscription before the effective date.

17.3 Severability

If any provision of these Terms is found to be unenforceable under Saudi law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.4 Waiver

A party’s failure to enforce any provision of these Terms does not constitute a waiver of that party’s right to enforce it at a later time.

17.5 Assignment

The Customer may not assign or transfer these Terms or any rights hereunder without Rotherine’s prior written consent. Rotherine may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with 30 days’ notice to the Customer.

17.6 Force Majeure

Neither party shall be liable for delays or failures in performance arising from causes beyond their reasonable control, including acts of God, government actions, war, civil unrest, pandemic, natural disaster, or major infrastructure failure. The affected party shall notify the other promptly and take reasonable steps to mitigate the impact.

For all legal and contractual enquiries:

For privacy-related matters, refer to our Privacy Policy and contact our Data Protection Officer at privacy@rotherine.com.