Terms & Conditions

For the purposes of these Terms, the following definitions apply:

• "Fairlyst" means Fairlyst Software Systems L.L.C., a company registered in Abu Dhabi, United Arab Emirates, and its officers, employees, contractors, affiliates and authorised representatives.
• "RICO by Fairlyst" or "RICO" (Regenerative Innovation for Climate Outcomes) means Fairlyst's ESG evidence software, including document classification, field extraction, source attribution, emissions calculation support, review workflows, dashboards, exports and evidence-pack preparation.
• "Certly by Fairlyst" or "Certly" means Fairlyst's In-Country Value (ICV) software, including ICV score estimates, improvement suggestions, document checklists, score tracking and related features.
• "Products" means RICO, Certly and any other software product Fairlyst makes available under these Terms.
• "Websites" means fairlyst.com, rico.ae, certly.ae and their subdomains, including app.rico.ae.
• "Platform" means the Products, Websites, web interfaces, APIs, systems, workflows, documentation, support services and related features made available to Client.
• "Client" or "you" means any company, organisation, legal entity, individual or authorised representative accessing or using the Platform under these Terms or any applicable Order Form.
• "Authorised User" means an employee, contractor, advisor, consultant, auditor or other individual permitted by Client to access the Platform under Client's account.
• "Client Content" means documents, data, files, ESG records, financial statements, utility bills, invoices, supplier records, operational records, comments, instructions and other materials uploaded, submitted or provided by Client or Authorised Users.
• "Extracted Data" means information identified, parsed, classified, structured or suggested by the Platform from Client Content.
• "Output" means reports, exports, evidence packs, ICV score estimates, suggestions, summaries, dashboards, calculations, extracted records or other materials generated by the Platform from Client Content.
• "Order Form" means any signed order form, subscription agreement, pilot agreement, statement of work, proposal or other written agreement between Fairlyst and Client describing commercial, technical or deployment terms.
• "Data Processing Agreement" or "DPA" means any separate agreement governing the processing of personal data between Fairlyst and Client, where applicable.
• "Subprocessor" means a third-party service provider engaged by Fairlyst to support hosting, storage, automated or AI processing, analytics, communications, support, infrastructure, security or other service-delivery functions.
• "Subscription" means a Client's paid, trial, pilot, evaluation or other access arrangement for use of the Platform.

By registering for, accessing or using the Platform in any capacity, you acknowledge that you have read these Terms in their entirety and agree to be legally bound by them.

If you accept these Terms on behalf of an organisation or legal entity, you represent and warrant that you have the authority to bind that entity. In that case, "you" and "Client" refer to that entity.

Use of the Platform by minors or by persons lacking legal capacity to enter binding contracts is strictly prohibited.

These Terms apply together with any applicable Order Form, Subscription Agreement, Pilot Agreement, Statement of Work, Data Processing Agreement or other written agreement between Fairlyst and Client.

If there is a conflict between documents, the following order of precedence applies unless expressly stated otherwise in a signed agreement:

• A mutually signed master services agreement, enterprise agreement or negotiated subscription agreement.
• A Data Processing Agreement, but only for data-processing and personal-data matters.
• The applicable Order Form, Pilot Agreement, Statement of Work or proposal accepted by the parties.
• These Terms.

No purchase order, procurement document, vendor onboarding document or click-through procurement term issued by Client will modify these Terms unless expressly accepted in writing by Fairlyst.

Subject to these Terms, any applicable Order Form and payment of applicable fees, Fairlyst grants Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for Client's internal business purposes, including ESG, sustainability, climate, governance, ICV, evidence-management and reporting-preparation workflows.

Fairlyst may modify, suspend, improve, replace or discontinue aspects of the Platform from time to time. Where a material change affects active paid Clients, Fairlyst will use reasonable efforts to give notice in accordance with the applicable agreement.

Client is responsible for managing Authorised Users, keeping login credentials confidential, controlling access permissions and ensuring that only authorised personnel access the Platform.

• Client must promptly disable accounts for personnel who no longer require access.
• Client must notify Fairlyst without undue delay if it suspects unauthorised access, credential compromise or misuse of the Platform.
• Client is responsible for activity under its accounts, except to the extent caused by Fairlyst's breach of these Terms.
• Client must ensure that all Authorised Users comply with these Terms and any applicable Order Form, security instructions, usage limits or documentation.

The Products use automated and AI-assisted functionality to classify documents, extract fields, summarise content, support calculations, estimate scores, identify inconsistencies and suggest next steps. These outputs may contain errors, omissions, misclassifications or incomplete extractions. Client is responsible for reviewing, validating, correcting and approving all Outputs before relying on them.

• Outputs are generated probabilistically and must not be treated as final, complete, certified, regulator-approved, audit-approved, assurance-ready or suitable for any specific legal, regulatory, investor, accounting, tax, procurement or disclosure purpose without independent review.
• Client is solely responsible for verifying Extracted Data against source documents before using Outputs in regulatory filings, investor disclosures, public reports, audit submissions, tender submissions, board materials, lender reports, supplier questionnaires or management decisions.
• Fairlyst does not warrant that the Platform will identify every relevant field, support every document format, process every language or produce error-free Outputs.
• Fairlyst may use third-party AI service providers, including Anthropic where applicable, to process uploaded content or extracted text for document classification, field extraction, summarisation, calculation support and review assistance.
• Fairlyst does not permit third-party AI service providers to use Client Content to train public foundation models, unless expressly agreed in writing or unless Client independently provides feedback or consent directly to that provider.
• Client must not upload classified information, personal health data, financial account credentials, secrets, regulated sensitive data or any information whose processing by automated or AI systems is prohibited under applicable law or the applicable agreement.
• The Platform is not designed for emergency, life-safety, critical-infrastructure, medical, legal-determination, financial-trading or fully automated regulatory-decision use cases.

Certly provides estimated In-Country Value (ICV) scores, improvement suggestions, document checklists and score tracking, based on information supplied by Client and Fairlyst's interpretation of publicly available ICV programme methodology.

• ICV score estimates are indicative only. They are not an ICV certificate and do not guarantee the score Client will receive from a certifying body, government entity or procurement authority.
• Official ICV certificates can only be issued by certifying bodies approved under the UAE National ICV Programme. Fairlyst is not a certifying body and is not affiliated with, endorsed by or acting on behalf of the Ministry of Industry and Advanced Technology or any certifying body, government entity or national company.
• ICV methodology, weightings, formulas and requirements may change. Fairlyst will use reasonable efforts to keep Certly current but does not warrant that it reflects the latest requirements at all times.
• The accuracy of an estimate depends entirely on the completeness and accuracy of the financial statements and other information Client provides.
• Client is solely responsible for its ICV certification, tender submissions and any decisions made using Certly Outputs, including business, hiring, sourcing or investment decisions taken to raise its score.

Client retains all rights, title and interest in Client Content, including documents, data, files, ESG records, financial information, comments and other materials uploaded or submitted to the Platform by Client or its Authorised Users.

Subject to these Terms, Client also owns the reports, exports, evidence packs, extracted records and Outputs generated specifically from Client Content, excluding Fairlyst technology, software, templates, methods, scoring logic, platform logic, user interface, documentation, models, algorithms, know-how and other pre-existing intellectual property.

Client grants Fairlyst a limited, non-exclusive right to host, process, transmit, display, reproduce and use Client Content solely as necessary to provide, secure, maintain, support, troubleshoot and improve the Platform and related services, subject to these Terms and any applicable DPA or Order Form.

Client represents and warrants that it has all necessary rights, notices, consents, permissions and lawful bases to upload, submit, process and use Client Content through the Platform.

Fairlyst processes Client data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. The Platform may process Client Content, Extracted Data, Outputs, Authorised User details, reviewer actions, comments, usage data and support communications.

• Client retains ownership of Client Content. Fairlyst claims no ownership over Client-submitted content.
• Fairlyst may use hosting, storage, AI, analytics, support, communications, security and infrastructure providers to deliver the Platform.
• Material subprocessors and data-processing practices may be described in Fairlyst's Privacy Policy, security documentation, Data Processing Agreement, applicable Order Form or other client-facing documentation.
• Fairlyst and its hosting providers maintain technical and organisational safeguards designed to protect Client Content. Specific safeguards, including encryption, access controls, backups, retention and deletion workflows, may be described in Fairlyst's security documentation or the applicable agreement.
• On termination, Fairlyst will provide data export functionality or reasonable export assistance for 30 days, unless otherwise specified in an applicable Order Form or required by law.

Fairlyst processes personal data in accordance with its Privacy Policy and, where applicable, UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and other data protection laws that apply to the relevant Client, data subjects, processing location and contractual arrangement. Where required, the parties may enter into a separate Data Processing Agreement.

Fairlyst provides software to support ESG data management, emissions calculation support, evidence organisation, review workflows and reporting preparation. Fairlyst does not provide legal, accounting, audit, assurance, tax, investment, sustainability advisory or regulatory filing services unless separately agreed in writing.

Client remains solely responsible for reviewing and approving all Outputs before using them in regulatory filings, investor disclosures, public reports, audit submissions, board materials, lender reports, supplier questionnaires, customer requests or management decisions.

Fairlyst makes no representation or warranty that Outputs satisfy the requirements of any particular regulatory framework, stock exchange listing rule, investor standard, assurance protocol, customer request, lender requirement, third-party audit process or jurisdiction-specific disclosure requirement, including GHG Protocol, IFRS S1, IFRS S2, GRI, SASB, TCFD-informed reporting, ESRS/CSRD or any other reporting framework.

Client is responsible for determining which laws, standards, frameworks, reporting rules, assumptions, emission factors, methodologies, boundaries and review procedures apply to its organisation and disclosures.

Fairlyst uses reasonable technical and organisational measures designed to support the confidentiality, integrity and availability of the Platform and Client Content. However, no software, cloud service, AI system, transmission method or storage system can be guaranteed to be completely secure or uninterrupted.

• Fairlyst may perform maintenance, updates, security patches, infrastructure changes and operational improvements from time to time.
• Fairlyst may suspend access where reasonably necessary to address security risks, misuse, legal obligations, overdue payment or threats to Platform integrity.
• Support levels, service availability commitments, incident notification procedures and service-level commitments apply only if expressly stated in an applicable Order Form, enterprise agreement or support plan.
• Client is responsible for maintaining its own backups, records, approvals and copies of final disclosures and submissions unless otherwise agreed in writing.

Access to paid tiers of the Platform is subject to a separate Order Form or Subscription Agreement, the terms of which are incorporated into these Terms. General billing provisions:

• Subscription, pilot, implementation, usage, add-on or integration fees are billed as specified in the applicable Order Form.
• All fees are exclusive of applicable taxes, VAT, duties, levies, bank charges, withholding amounts and similar government assessments, unless expressly stated otherwise.
• Client must pay undisputed invoices by the due date stated in the applicable Order Form or invoice.
• Failure to pay undisputed invoices within 30 days of the due date may result in suspension of Platform access.
• Fairlyst may revise pricing, plan packaging, usage limits or commercial terms on renewal or with notice as stated in the applicable Order Form.
• Pilot, beta, trial or evaluation access does not guarantee any particular pricing, packaging, support level or feature availability on conversion to a paid Subscription.

Fairlyst may offer pilot, beta, preview, evaluation, trial, waitlist or proof-of-concept access to the Platform or selected features for testing, configuration, demonstration, feedback and validation of workflow fit.

• Pilot, beta, preview or evaluation features may be incomplete, experimental, limited, unavailable, modified, suspended or discontinued at any time.
• Client should not use pilot, beta, preview or evaluation Outputs for regulatory filings, investor disclosures, public reports, audit submissions, tender submissions or management decisions without human review and written agreement on production use.
• Fairlyst may use feedback, suggestions or observations provided by Client to improve the Platform, provided that Fairlyst does not use Client Confidential Information in breach of these Terms.
• Commercial terms, data retention, support levels and scope of a pilot or evaluation are governed by the applicable Order Form or written pilot agreement.

Client must not use the Platform for any of the following purposes:

• Generating false, misleading, incomplete or fabricated ESG disclosures, ICV submissions or other statements intended to deceive investors, regulators, certifying bodies, procurement authorities, customers, lenders, auditors or the public.
• Uploading documents containing malware, malicious code, unlawful content or content that violates third-party intellectual property, confidentiality, privacy or data-protection rights.
• Uploading personal data, confidential third-party data, regulated data or sensitive information without all necessary rights, notices, consents, permissions and lawful bases.
• Attempting to probe, scan, test, bypass or compromise the security, authentication, authorisation, rate limits, audit history, prompts, system instructions or access controls of the Platform.
• Attempting to extract, infer, copy or reconstruct source code, non-public APIs, model prompts, scoring logic, training data, system instructions, security controls or underlying architecture.
• Reselling, sublicensing, white-labelling or commercially redistributing the Platform or its Outputs without a separate written agreement with Fairlyst.
• Using the Platform in any manner that violates applicable laws, including anti-money-laundering, sanctions, anti-corruption, export control, data protection, consumer protection, competition or securities laws.
• Using the Platform for emergency, life-safety, medical, legal-determination, financial-trading, critical-infrastructure or fully automated regulatory-decision use cases.
• Interfering with, degrading, overloading or disrupting the integrity, performance, security, availability or operation of the Platform or its underlying infrastructure.

The Platform may integrate with, depend on or make use of third-party products, APIs, AI service providers, hosting providers, analytics tools, communications tools, support systems or Client-connected systems.

Fairlyst is not responsible for third-party services outside its reasonable control, including outages, data errors, API changes, processing delays, authentication issues, security incidents or changes to third-party terms.

Client is responsible for ensuring it has the necessary rights, licences, permissions and contractual authority to connect any third-party system to the Platform or to submit data from such systems for processing.

All rights, title and interest in the Platform, RICO, Certly, associated software, algorithms, scoring logic, workflows, templates, prompts, methodologies, calculation logic, user interfaces, documentation, brand assets, trademarks and non-public technical information are and remain the exclusive property of Fairlyst Software Systems L.L.C. or its licensors.

Nothing in these Terms transfers any intellectual property rights to Client except the limited access rights expressly granted under these Terms or an applicable Order Form.

Client must not remove, alter, obscure or misrepresent any proprietary notices, watermarks, labels or attribution appearing on the Platform or its Outputs.

Fairlyst may develop, improve and commercialise general platform improvements, know-how, ideas, methods and technical learnings, provided that Fairlyst does not disclose Client Confidential Information in breach of these Terms.

Each party may receive Confidential Information from the other in connection with these Terms, an Order Form, pilot, deployment, support engagement or Platform use. "Confidential Information" includes non-public business, technical, financial, operational, product, security, pricing, customer, ESG, ICV, reporting and data-processing information disclosed by one party to the other.

• The receiving party must use Confidential Information only to perform under these Terms or the applicable agreement.
• The receiving party must protect Confidential Information using reasonable safeguards and at least the same degree of care it uses for its own similar information.
• The receiving party must not disclose Confidential Information except to employees, contractors, advisors, affiliates, subprocessors or representatives who need access and are bound by confidentiality obligations.
• These obligations do not apply to information that is publicly available without breach, independently developed without use of Confidential Information, lawfully received from a third party without restriction, or required to be disclosed by law.

Either party may terminate a Subscription by giving written notice in accordance with the applicable Order Form. Fairlyst may suspend or terminate access to the Platform immediately if:

• Client materially breaches these Terms and fails to cure the breach within 14 days of written notice, where cure is reasonably possible.
• Client engages in prohibited use as described in Section 14.
• Client fails to pay undisputed overdue amounts after notice.
• Fairlyst reasonably determines that Client's use poses a security, legal, operational, reputational or platform-integrity risk.
• Fairlyst is required to do so by applicable law, court order, regulator or competent authority.
• Client becomes insolvent, files for bankruptcy, enters liquidation or ceases business operations.

On termination, Client's licence to access the Platform ends. Provisions relating to data protection, Client Content, intellectual property, confidentiality, liability, indemnification, payment obligations, governing law and any other provisions intended to survive will survive termination.

Client agrees to indemnify, defend and hold harmless Fairlyst, its officers, directors, employees, contractors, agents, affiliates and partners from and against any claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with:

• Client's use of the Platform in breach of these Terms, an applicable Order Form or applicable law.
• Client Content, including any allegation that Client Content violates third-party rights, confidentiality obligations, data-protection laws, intellectual property rights or contractual restrictions.
• Any ESG disclosure, ICV submission, tender submission, regulatory filing, public report, investor communication, lender report, supplier questionnaire, customer submission or management decision made using Platform Outputs.
• Client's breach of any representation, warranty, covenant or obligation under these Terms.
• Client's misuse of automated or AI-assisted Outputs, or failure to review, validate, correct and approve Outputs before relying on them.

To the maximum extent permitted by applicable law, Fairlyst's total aggregate liability to any Client for all claims arising out of or in connection with these Terms, any Order Form or use of the Platform will not exceed the total fees paid by that Client to Fairlyst in the twelve (12) months immediately preceding the event giving rise to the claim.

Fairlyst will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profits, loss of revenue, loss of data, business interruption, reputational harm, regulatory fines, ESG-reporting consequences, ICV certification outcomes, lost tenders or contracts, assurance failures, investor claims or costs of procuring substitute services, even if Fairlyst has been advised of the possibility of such damages.

These limitations apply to the fullest extent permitted by law, regardless of the theory of liability, whether contract, tort, negligence, strict liability, misrepresentation, breach of statutory duty or otherwise.

Nothing in these Terms limits liability that cannot be limited under applicable law.

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Abu Dhabi, without regard to conflict-of-law principles.

Any dispute, controversy or claim arising out of or relating to these Terms, including their breach, termination, interpretation, validity or enforceability, will first be subject to good-faith negotiation between the parties for 30 days.

If unresolved, the dispute will be referred to and finally resolved by arbitration administered by the Abu Dhabi International Arbitration Centre (arbitrateAD) under its arbitration rules in force when the arbitration is commenced. The seat of arbitration is Abu Dhabi, United Arab Emirates. The language of arbitration is English. The tribunal will consist of one arbitrator unless the parties agree otherwise or the applicable rules require otherwise.

Arbitration proceedings, submissions, evidence and awards will be confidential to the maximum extent permitted by law, except where disclosure is required for enforcement, regulatory compliance, legal advice, audit, insurance or applicable law.

Nothing in this section prevents either party from seeking urgent interim, injunctive or protective relief from a court of competent jurisdiction.

Fairlyst may amend these Terms from time to time. Material changes will be communicated to active Clients by email, in-platform notice, website notice or another reasonable method at least 30 days before the effective date, unless changes are required sooner for legal, security or operational reasons.

Client's continued use of the Platform after the effective date of updated Terms constitutes acceptance of the updated Terms. If Client does not agree to an amendment, Client must stop using the Platform and notify Fairlyst in writing before the effective date.

The current version of these Terms is published on Fairlyst's website and identified by its version number and effective date.

These Terms may be made available in English, Arabic or other languages for convenience, accessibility or regional use. Unless expressly stated otherwise in a signed agreement, the English version is the controlling version for interpretation, enforcement and dispute resolution.

If any Arabic or other translated version conflicts with the English version, the English version prevails to the maximum extent permitted by applicable law. Where applicable law requires an Arabic version or gives legal effect to an Arabic version, the parties will cooperate in good faith to prepare or confirm an Arabic version that reflects the commercial intent of the English version.

Client represents and warrants that it and its Authorised Users are not subject to sanctions, trade restrictions or export-control prohibitions that would prevent use of the Platform. Client must not use the Platform in breach of applicable sanctions, anti-money-laundering, anti-bribery, anti-corruption, counter-terrorism financing, trade-control or export-control laws.

Client must not use the Platform to conceal, misrepresent or facilitate unlawful payments, corrupt conduct, sanctions evasion, fraudulent ESG disclosures, fraudulent ICV submissions or misleading sustainability claims. Fairlyst may suspend or terminate access where it reasonably believes continued access may create sanctions, legal, regulatory, reputational or compliance risk.

Nothing in these Terms excludes, restricts or modifies any right, remedy, obligation or liability that cannot lawfully be excluded, restricted or modified under applicable law.

If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision will be interpreted or replaced to best reflect the parties' original commercial intent to the maximum extent permitted by law.

For deployments outside the United Arab Emirates, including GCC and African jurisdictions, the parties may agree supplemental local-law, data-protection, procurement, tax, language or regulatory terms in an applicable Order Form, Data Processing Agreement or signed addendum.

For questions, notices or legal correspondence about these Terms, contact Fairlyst using the details below.