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TERMS & CONDITIONS Majed Aerial Solutions

PARTIES AND DEFINITIONS The Company: Majed Mohammed Eid Alharbi Establishment for Aerial Photography (مؤسسة ماجد محمد عيد الحربي للتصوير الجوي), a sole proprietorship registered in the Kingdom of Saudi Arabia under Commercial Registration No. 7052338246, trading under the commercial name "Majed Aerial Solutions" (hereinafter referred to as "the Company"). The Company's commercial registration covers activities including aerial photography, aerial survey, aerial inspection, mapping, and related geospatial and aerial media services. The Company holds the following regulatory licenses and registrations: • General Authority of Civil Aviation (GACA), Remote Pilot Certificate No. UA-38575 • General Authority for Survey and Geospatial Information (GEOSA) • General Authority for Media Regulation (GAMR), Professional Registration No. 646781 Founder and Principal Operator: Mr. Majed Alharbi Registered Address: Riyadh, Kingdom of Saudi Arabia Website: majedsolutions.co Email: majed@majedsolutions.co WhatsApp: +966 55 997 7170 Direct: +966 55 678 1524 The Client: The individual, company, or entity engaging the Company's services as identified in the project brief, signed quotation, or written engagement letter. The Agreement: These Terms and Conditions, together with the signed quotation or scope of work document, constitute the complete agreement between the Parties. 1. ACCEPTANCE AND PRECEDENCE 1.1 These Terms and Conditions form a legally binding agreement between the Client and the Company under the laws of the Kingdom of Saudi Arabia. 1.2 Engagement of the Company's services — whether through written acceptance of a quotation, payment of an advance, or written confirmation by an authorized representative — constitutes acceptance of these Terms. 1.3 In the event of conflict between these Terms and a signed scope of work document, the most recent dated and mutually signed document governs. Where the Client introduces purchase order terms or framework agreement clauses that conflict with these Terms, such terms shall not apply unless expressly accepted in writing by an authorized representative of the Company. 1.4 Verbal agreements, side communications, or informal commitments do not modify these Terms. Modifications require a written amendment signed by both Parties. 2. SERVICE SCOPE AND PROFESSIONAL POSITIONING 2.1 The Company operates as a professional aerial data acquisition, geospatial analysis, and aerial media production contractor under GACA, GEOSA, and GAMR regulatory authority. 2.2 Services are delivered in accordance with the scope of work specified in the project brief or signed quotation, including but not limited to: aerial survey, photogrammetry, thermal inspection, GIS analysis, hydrological modeling, multispectral imaging, 3D reconstruction, cinematic aerial production, and live broadcast. 2.3 Unless explicitly contracted in writing, the Company does not act as a certified surveyor of record, structural engineer, environmental consultant, or any other licensed advisory professional. The Company's deliverables provide engineering-grade aerial data that supports — but does not substitute for — professional certifications by licensed engineers, surveyors, or consultants where regulations require such certification. 2.4 The Client is responsible for engaging licensed professionals as required for any decisions or certifications dependent on Company-provided data. 3. REGULATORY RESPONSIBILITY ALLOCATION 3.1 The Company's regulatory responsibilities: (a) Compliance with all GACA flight regulations, airspace authorizations, and remote pilot certification requirements (b) Compliance with GEOSA mapping and geospatial data regulations where applicable (c) Compliance with GAMR media regulations where applicable (d) Airworthiness of all aircraft used in service delivery (e) Operational safety during flight execution 3.2 The Client's regulatory responsibilities: (a) Securing landowner permission and site access authorization (b) Securing all municipal, governmental, or institutional approvals required for activity at the designated site (c) Disclosing any third-party rights, easements, or privacy considerations relevant to the site (d) Confirming the Client's lawful right to commission aerial work at the designated site (e) Cooperating with the Company's pre-flight risk assessment 3.3 Where flight operations require GACA-issued mission-specific permits (NOTAMs, restricted airspace clearances), the Company will file such applications. The Client is responsible for providing site documentation, coordinates, and supporting information required for such filings. 3.4 If the designated site falls within restricted airspace or otherwise requires authorizations that cannot be obtained, the Company will notify the Client and propose alternatives. The Company reserves the right to decline missions where regulatory clearance cannot be secured. 4. PAYMENT TERMS 4.1 Standard payment structure: • Fifty percent (50%) advance payment due upon written acceptance of the quotation and prior to mobilization • Fifty percent (50%) balance payment due upon delivery of agreed deliverables 4.2 Of the 50% advance, fifteen percent (15%) is designated as a non-refundable mobilization fee covering crew scheduling, equipment preparation, permit filing, and pre-flight site assessment. The remaining thirty-five percent (35%) of the advance is held against service delivery and is subject to the refund provisions in Section 5. 4.3 The advance payment must be received in cleared funds before the Company commits to a scheduled execution date. Verbal confirmations or unpaid bookings do not lock execution dates. 4.4 The Company issues VAT-compliant invoices in accordance with Zakat, Tax and Customs Authority (ZATCA) regulations. All prices quoted are exclusive of 15% VAT unless otherwise stated. The Client is responsible for VAT on all invoices. 4.5 Late payment beyond fourteen (14) days of invoice issuance may result in suspension of services and accrual of late fees at one percent (1%) per month on outstanding balances, to the extent permitted by Saudi commercial law. 4.6 Payment is made by bank transfer to the Company's designated account. Payment by other methods (cash, cheque) requires advance written agreement. 5. CANCELLATION AND REFUND POLICY 5.1 Client-initiated cancellation: (a) If the Client cancels after payment of the advance and before mobilization, the Client forfeits the 15% non-refundable mobilization fee. The remaining 35% of advance is refunded. (b) If the Client cancels within 72 hours of scheduled execution, the Client forfeits the full 50% advance. (c) If the Client cancels mid-execution, the Client is liable for all costs incurred to that point plus 25% of the remaining scope value. 5.2 Force majeure cancellation: (a) Where execution is prevented or materially impaired by force majeure events — including but not limited to severe weather, government restrictions, GACA-issued no-fly directives, or airspace closures — the Company will reschedule at no additional cost where reasonably possible. (b) Where rescheduling is not feasible and the engagement is terminated, the Client is refunded all payments except the 15% mobilization fee. (c) Force majeure events do not extinguish the Company's obligation to deliver completed portions of work for which payment has been received. 5.3 Company-initiated cancellation: (a) The Company may terminate the engagement for material breach by the Client (defined in Section 13), in which case all payments received to date are retained. (b) The Company may terminate the engagement for safety or regulatory reasons that emerge after engagement, in which case the Client receives a refund proportional to undelivered work, net of mobilization costs. 5.4 No refunds are issued for completed deliverables, regardless of the Client's subsequent assessment of project outcomes. 6. OPERATIONAL AUTHORITY 6.1 The Company holds final operational authority over all flight operations, including go/no-go decisions, safety thresholds, environmental risk assessment, and mission abort decisions. 6.2 The Company shall not be required to execute or continue operations under conditions that, in its professional judgment, pose risks to safety, equipment, or regulatory compliance. 6.3 Where on-site conditions differ materially from the Client's project brief — including undisclosed site hazards, access limitations, or proximity to restricted airspace — the Company reserves the right to suspend operations and renegotiate scope or pricing. 7. INTELLECTUAL PROPERTY AND DATA RIGHTS 7.1 Upon receipt of full payment, ownership of the project deliverables (final orthomosaics, point clouds, processed datasets, edited footage, reports, and any other agreed outputs) transfers to the Client. 7.2 Prior to full payment, the Company retains ownership of all raw captures, project files, and intermediate datasets, and may withhold delivery until payment is complete. 7.3 The Company retains ownership of all proprietary methodologies, processing pipelines, software tools, and technical workflows used to produce deliverables, including its proprietary vertical contour extraction methodology and HEC-RAS modeling techniques. 7.4 Portfolio and promotional use: (a) The Company may use anonymized or non-identifying portions of deliverables for portfolio, promotional, and case study purposes (excluding any sensitive client information, branding, personnel, or location-identifiable content) unless the Client objects in writing within the engagement. (b) Any use of deliverables that identifies the Client, the project, or the site requires prior written consent from the Client. (c) Where the engagement is conducted under a Non-Disclosure Agreement (NDA), portfolio rights are governed by the NDA terms. 7.5 The Company retains raw project data for thirty (30) days following final delivery. After this period, raw data may be archived or deleted at the Company's discretion. Re-delivery requests within the retention period are subject to a reissuance fee. Beyond the retention period, re-delivery is not guaranteed. 8. DATA ACCURACY AND USE LIMITATIONS 8.1 The Company delivers data captured and processed to documented accuracy standards (e.g., RTK-validated ±1–3 cm survey accuracy with ground control point validation). Accuracy specifications are stated in each project's scope of work. 8.2 Where the Client requires deliverables to support engineering decisions, legal proceedings, certified surveys, or regulatory submissions, the Client is responsible for engaging appropriately licensed professionals (e.g., GEOSA-licensed surveyors of record, licensed structural engineers) to review, certify, and stamp the Company's outputs as required. 8.3 The Company's deliverables are technical aerial data products and are not intended to constitute, replace, or substitute for legal attestations, engineering certifications, valuation determinations, or any other professional services requiring specific licensure. 8.4 The Client assumes responsibility for the application of Company data to its business, engineering, or legal decisions, and for obtaining any required professional review or certification. 9. LIMITATION OF LIABILITY 9.1 The Company's total aggregate liability under this Agreement, under any theory of liability (contract, tort, or otherwise), shall not exceed the total fees paid by the Client to the Company for the specific project that gave rise to the claim. 9.2 The Company shall not be liable for indirect, incidental, consequential, special, or punitive damages of any kind, including but not limited to: lost profits, lost business opportunity, loss of anticipated savings, or reputational damage. 9.3 The limitations in this Section do not apply to: (a) Liability for gross negligence or willful misconduct (b) Liability arising from breach of confidentiality obligations (c) Any liability that cannot be lawfully limited under Saudi law 9.4 Insurance and operator competency: (a) The Company maintains commercial operator insurance appropriate to its scale of operations. Where Client requirements specify higher coverage limits, additional insurance may be procured at the Client's cost, subject to written agreement. (b) Certificate of Insurance (COI) is available on written request from the Client, subject to insurer confidentiality limitations. 9.5 The Client shall indemnify and hold harmless the Company against third-party claims arising directly from the Client's breach of its obligations under Section 3 (Regulatory Responsibility Allocation), Section 10 (Site Conditions), or Section 13 (Client Obligations). 10. SITE CONDITIONS AND SAFETY OBLIGATIONS 10.1 The Client warrants that the designated project site is, to the Client's knowledge, safe for aerial operations, legally accessible, and free from undisclosed hazards at the time of engagement. 10.2 The Client undertakes to disclose: (a) All known site hazards, including overhead obstructions, power lines, communications towers, and active operations (b) All known access limitations or third-party considerations (c) Any prior incidents at the site relevant to aerial operations (d) Any sensitive activities or operations adjacent to the site 10.3 The Company conducts its own pre-flight risk assessment and may decline or suspend operations based on conditions observed at the site, regardless of the Client's prior representations. 10.4 The Company is not liable for damages, losses, or incidents attributable to: (a) Undisclosed site conditions or hazards (b) Unauthorized third-party interference with operations (c) Actions of the Client's personnel or contractors during service execution (d) Pre-existing site damage or conditions present before the Company's arrival 11. LIVE BROADCAST AND TIME-CRITICAL SERVICES 11.1 Live broadcast services are delivered on a commercially reasonable best-effort basis. The Company makes no guarantee of uninterrupted signal, fixed latency, or zero-fault transmission. 11.2 The Company is not liable for service interruptions, signal degradation, or broadcast failures resulting from: network infrastructure issues outside the Company's control, electromagnetic interference, third-party equipment failure, or platform-side broadcast disruptions. 11.3 Where the Client requires redundant broadcast infrastructure (backup signal paths, secondary aircraft, dedicated bandwidth), such redundancy is scoped and priced separately. 12. CONFIDENTIALITY 12.1 The Company treats all Client information, site information, project briefs, and engagement details as confidential and will not disclose such information to third parties except: (a) As required by Saudi law, GACA reporting requirements, or court order (b) To the Company's authorized subcontractors, who are bound by equivalent confidentiality obligations (c) Where the information is already in the public domain or becomes public through no fault of the Company 12.2 Where the engagement involves sensitive sites or operations, the Parties may execute a separate Non-Disclosure Agreement (NDA) that supersedes this Section 12 to the extent of conflict. 12.3 Confidentiality obligations survive termination of this Agreement for a period of three (3) years from termination. 13. CLIENT OBLIGATIONS AND MATERIAL BREACH 13.1 The Client undertakes to: (a) Provide accurate project briefs and site information (b) Pay all invoices in accordance with Section 4 (c) Provide reasonable cooperation and access necessary for service execution (d) Not request services that are unlawful, unauthorized, or in violation of applicable regulations 13.2 The following constitute material breach by the Client: (a) Failure to pay any invoice within 30 days of due date (b) Material misrepresentation of project scope, site conditions, or intended use of deliverables (c) Demand for services that would require the Company to violate GACA, GEOSA, GAMR, or other regulatory requirements (d) Unauthorized disclosure of confidential information (e) Use of deliverables outside the scope licensed under this Agreement 13.3 Upon material breach, the Company may, after providing written notice and a reasonable cure period of seven (7) days where practicable: (a) Suspend services (b) Terminate the Agreement (c) Retain all payments received (d) Withhold delivery of outstanding deliverables (e) Pursue available legal remedies 14. TERMINATION 14.1 Either Party may terminate this Agreement for material breach by the other Party, subject to the cure period in Section 13.3. 14.2 The Company may terminate immediately, without cure period, where continued performance would violate regulatory requirements or pose imminent safety risks. 14.3 Upon termination: (a) The Client pays for all services rendered to the date of termination (b) The Company delivers any completed deliverables for which payment has been received (c) Provisions of Sections 7 (IP), 9 (Liability), 12 (Confidentiality), and 15 (Governing Law) survive termination 15. SUBCONTRACTORS AND THIRD-PARTY DEPENDENCIES 15.1 The Company may engage qualified subcontractors (pilots, post-processing specialists, technical consultants) for portions of service execution. The Company remains responsible for the quality and timeliness of all subcontracted work. 15.2 Where the engagement requires third-party platforms, services, or infrastructure (cloud storage, broadcast platforms, specialized software), the Company is not liable for performance issues attributable to such third parties beyond the Company's reasonable control. 16. NOTICES AND COMMUNICATION 16.1 Official notices under this Agreement must be sent by email to the Company at majed@majedsolutions.co with delivery confirmation. 16.2 Operational communications during project execution may be conducted via WhatsApp (+966 55 997 7170), direct call (+966 55 678 1524), or email. Such communications do not constitute formal notice for purposes of contract amendment, termination, or dispute escalation. 16.3 Notices to the Client are sent to the contact details identified in the signed quotation or scope of work document. 17. DISPUTE RESOLUTION 17.1 The Parties shall attempt in good faith to resolve any dispute through direct negotiation between authorized representatives within thirty (30) days of written notice of the dispute. 17.2 Where direct negotiation does not resolve the dispute, the Parties shall attempt mediation through a mutually agreed mediator or through the Saudi Center for Commercial Arbitration (SCCA) mediation services. 17.3 Where mediation does not resolve the dispute within sixty (60) days, either Party may submit the dispute to the competent commercial courts of the Kingdom of Saudi Arabia. 17.4 Notwithstanding the above, either Party may seek injunctive relief from a competent court at any time to prevent imminent harm or preserve rights pending resolution. 18. GOVERNING LAW 18.1 This Agreement is governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, including the Civil Transactions Law (Royal Decree M/191 of 1444H), GACA regulations, GEOSA regulations, GAMR regulations, and ZATCA requirements as applicable. 18.2 The competent commercial courts of Riyadh shall have exclusive jurisdiction over any dispute that proceeds beyond the dispute resolution process in Section 17. 19. GENERAL PROVISIONS 19.1 Severability: If any provision of these Terms is held unenforceable by a competent court, the remaining provisions remain in full effect. 19.2 No waiver: A Party's failure to enforce any provision does not constitute a waiver of that provision or the right to enforce it subsequently. 19.3 Entire agreement: These Terms, together with the signed quotation or scope of work, constitute the complete agreement between the Parties and supersede all prior communications. 19.4 Assignment: Neither Party may assign rights or obligations under this Agreement without the prior written consent of the other Party. 19.5 Language: These Terms are issued in English. Where Arabic translation is provided, the English version governs in case of conflict, unless otherwise required by Saudi law. 20. ACKNOWLEDGMENT By engaging the services of Majed Aerial Solutions through written acceptance of a quotation, advance payment, or written confirmation, the Client acknowledges: (a) Full review and understanding of these Terms and Conditions (b) Acceptance of the rights, obligations, and risk allocations set forth herein (c) Authority to bind the Client entity to these Terms END OF TERMS AND CONDITIONS Majed Mohammed Eid Alharbi Establishment for Aerial Photography Trading as: Majed Aerial Solutions Commercial Registration No. 7052338246 GACA Remote Pilot Certificate No. UA-38575 GAMR Professional Registration No. 646781 GEOSA Licensed | Riyadh, Kingdom of Saudi Arabia majedsolutions.co | majed@majedsolutions.co +966 55 997 7170 (WhatsApp) | +966 55 678 1524 (Direct)