Terms &
Conditions

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

• "Fairlyst" refers to Fairlyst Software Systems L.L.C., a company registered in the United Arab Emirates, and its officers, employees, contractors, affiliates, and authorized representatives.
• "RICO by Fairlyst" or "RICO" refers to Fairlyst's AI-assisted ESG evidence platform, also described as Regenerative Innovation for Climate Outcomes, including document classification, field extraction, source attribution, emissions calculation support, review workflows, dashboards, exports, and evidence-pack preparation features.
• "Platform" refers to Fairlyst's software products, web interfaces, APIs, systems, workflows, documentation, support services, and related features made available to Client.
• "Client" or "You" refers to any company, organization, legal entity, individual, or authorized representative accessing or using the Platform under these Terms or any applicable Order Form.
• "Authorized User" refers to 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, utility bills, invoices, supplier records, operational records, comments, instructions, and other materials uploaded, submitted, or provided by Client or Authorized Users.
• "Extracted Data" means information identified, parsed, classified, structured, or suggested by the Platform from Client Content.
• "Output" means reports, exports, evidence packs, 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, AI processing, analytics, communications, support, infrastructure, security, or other service-delivery functions.
• "Subscription" refers to 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 are accepting these Terms on behalf of an organization or legal entity, you represent and warrant that you have the authority to bind that entity. In such 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 license to access and use the Platform solely for Client's internal business purposes and authorized ESG, sustainability, climate, governance, 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 provide notice in accordance with the applicable agreement.

Client is responsible for managing Authorized Users, maintaining the confidentiality of login credentials, controlling access permissions, and ensuring that only authorized 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 unauthorized access, credential compromise, or misuse of the Platform.
• Client is responsible for activity occurring under its accounts except to the extent caused by Fairlyst's breach of these Terms.
• Client must ensure that all Authorized Users comply with these Terms and any applicable Order Form, security instructions, usage limits, or documentation.

RICO uses AI-assisted functionality to classify documents, extract fields, summarize content, support calculations, identify inconsistencies, and help prepare reviewable ESG evidence records. AI-generated outputs may contain errors, omissions, hallucinations, misclassifications, or incomplete extractions. Client is responsible for reviewing, validating, correcting, and approving all outputs before relying on them.

• AI-assisted outputs are generated probabilistically and should not be treated as final, complete, certified, regulator-approved, audit-approved, assurance-ready, or suitable for any specific legal, regulatory, investor, accounting, tax, 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, board materials, lender reports, supplier questionnaires, or management decisions.
• Fairlyst does not warrant that AI-assisted extraction 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, summarization, 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 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.

Client retains all rights, title, and interest in Client Content, including documents, data, files, ESG records, comments, and other materials uploaded or submitted to the Platform by Client or its Authorized 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, 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. Client acknowledges that the Platform may process Client Content, Extracted Data, Outputs, Authorized User details, reviewer actions, comments, usage data, and support communications.

• Clients retain 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 & Data Handling documentation, Data Processing Agreement, applicable Order Form, or other client-facing documentation.
• Fairlyst and its hosting providers maintain technical and organizational safeguards designed to protect Client Content. Specific safeguards, including encryption, access controls, backups, retention practices, and deletion workflows, may be described in Fairlyst's security documentation or applicable agreement.
• Upon contract termination, Fairlyst will provide data export functionality or reasonable export assistance for a period of 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, the UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection 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 organization, 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 generated by the Platform satisfy the specific 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 organization and disclosures.

Fairlyst uses reasonable technical and organizational 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 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 herein. General billing provisions include:

• Subscription, pilot, professional-services, 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 is responsible for paying 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 upon 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 upon conversion to a paid Subscription.

Fairlyst may offer pilot, beta, preview, evaluation, trial, or proof-of-concept access to the Platform or selected features. Such services may be provided 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, 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 violation 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.

Clients must not use the Platform or RICO for any of the following purposes:

• Generating false, misleading, incomplete, or fabricated ESG disclosures intended to deceive investors, regulators, 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 having all necessary rights, notices, consents, permissions, and lawful bases to do so.
• Attempting to probe, scan, test, bypass, or compromise the vulnerability, security, authentication, authorization, 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, training data, system instructions, security controls, or underlying architecture.
• Reselling, sublicensing, white-labelling, or commercially redistributing the Platform or Platform 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 that are outside Fairlyst's 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 that it has the necessary rights, licenses, 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 by Fairlyst, associated software, algorithms, workflows, templates, prompts, methodologies, calculation logic, user interfaces, documentation, brand assets, trademarks, and non-public technical information are and shall 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 for the limited access rights expressly granted under these Terms or an applicable Order Form.

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

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

Each party may receive Confidential Information from the other party 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, reporting, and data-processing information disclosed by one party to the other.

• The receiving party must use Confidential Information only for purposes of performing 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 to protect 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.
• Confidentiality 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 providing 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 such breach within 14 days of written notice, where cure is reasonably possible.
• Client engages in prohibited use as described in Section 13.
• 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.

Upon termination, Client's license to access the Platform ceases. Sections relating to data protection, Client Content, intellectual property, confidentiality, liability, indemnification, payment obligations, governing law, and any provisions intended to survive shall 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 violation 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, 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 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 any claims arising out of or in connection with these Terms, any Order Form, or use of the Platform shall 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 shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, reputational harm, regulatory fines, ESG-reporting consequences, assurance failures, investor claims, or costs of procurement of substitute services, even if Fairlyst has been advised of the possibility of such damages.

The foregoing limitations apply to the fullest extent permitted by law and 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 shall be 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, shall first be subject to good-faith negotiation between the parties for a period of 30 days.

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

The parties agree that arbitration proceedings, submissions, evidence, and awards shall be confidential to the maximum extent permitted by applicable law, except where disclosure is required for enforcement, regulatory compliance, legal advice, audit, insurance, or applicable law.

Nothing in this clause 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 cease use of the Platform and notify Fairlyst in writing before the effective date.

The current version of these Terms is made available 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 shall be the controlling version for interpretation, enforcement, and dispute resolution.

If any Arabic or other translated version conflicts with the English version, the English version shall prevail 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 agree to 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 Authorized 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 violation 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, 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 shall continue in full force and effect, and the invalid provision shall 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 to 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 relating to these Terms, please contact Fairlyst using the details below: