iCenna Professional Services Agreement
Standard onboarding for iCenna cloud and on-premise deployments
Version: 1.0
Last Updated: 27-08-2026
This Professional Services Agreement (this “Agreement”) is entered into between iCenna Company, a company incorporated in the Kingdom of Saudi Arabia with commercial registration number 4030497928 and registered address at 8125 Prince Sultan Street, 2086 Ar Rawdah District, Jeddah 23435, Kingdom of Saudi Arabia (“iCenna”, “we”, “us” or “our”) and the customer identified in the applicable Sales Order (“Customer”, “You” or “Your”). It governs the onboarding and implementation services iCenna provides in connection with the iCenna cloud Services or licensed Software.
1. Structure
1.1. iCenna will provide the standard onboarding services described in Annex A (the “Onboarding Services”) for the deployment model (cloud or on-premise), the modules (such as HIS, ERP or HR), the project time plan — including the duration and split of remote (online) and on-site periods (for example, two months online and one month on-site) — the on-site location(s), and the fees, in each case as stated in Your Sales Order. The Sales Order defines what is purchased; Annex A defines what onboarding includes for it. No separate statement of work is required for standard Onboarding Services.
1.2. “Master Agreement” means, as applicable to Your deployment, the iCenna Cloud Services Agreement or the iCenna Software License Agreement. A single Sales Order may cover both the cloud subscription or licensed Software and the Onboarding Services: in that case, the portions of the Sales Order relating to the subscription or license are governed by the Master Agreement, and the portions relating to Onboarding Services are governed by this Agreement. In the event of conflict regarding Onboarding Services, the order of precedence is: (1) the Sales Order; (2) this Agreement; (3) the Master Agreement. Capitalised terms not defined here have the meanings given in the Master Agreement.
1.3. Non-standard work. Services outside Annex A (such as custom integrations, custom development, non-standard migrations, or additional training beyond the Sales Order) are not included and, if requested, will be agreed in a written change order or separate scope document stating the additional scope, timeline and fees.
2. Delivery of Onboarding Services
2.1. iCenna will perform the Onboarding Services with due professional care, using appropriately qualified personnel, following the phases in Annex A in accordance with the project time plan in the Sales Order: remote (online) periods are delivered from iCenna’s premises, and on-site periods are delivered at the location(s) stated in the Sales Order. Dates and durations are good-faith estimates; iCenna will notify You promptly of any expected delay and its cause. The allocation of phases between remote and on-site delivery is planned at kickoff within the time plan.
2.2. iCenna may replace assigned personnel with personnel of equivalent qualification. Personnel working at Your premises will comply with Your reasonable, previously notified site rules. iCenna remains responsible for its subcontractors as for its own personnel.
3. Customer Cooperation and Dependencies
3.1. You will, at Your cost: (a) appoint a project contact with authority to make decisions and provide approvals within five (5) business days of request; (b) provide the information, source data extracts, environment access and decisions reasonably needed for each phase; (c) ensure availability of the staff to be trained and of testers for user acceptance testing; and (d) for on-premise deployments, provide a Customer Environment meeting the documented minimum requirements before installation.
3.2. If Onboarding Services are delayed or made more costly by Your failure to meet these dependencies, or by inaccurate or incomplete data, the onboarding duration extends accordingly and iCenna may charge for resulting additional effort at its then-current rates, notified in advance. If Your dependencies remain unmet for more than sixty (60) days, iCenna may close the onboarding project, and re-mobilisation is charged as non-standard work.
4. Completion and Acceptance
4.1. Each phase in Annex A concludes with the completion event stated there. You will confirm phase completion in writing within five (5) business days of iCenna’s notice, or state in reasonable detail why the completion criteria are not met; a phase is deemed completed if You do not respond within that period, or upon Your productive use of the relevant configuration in live operations.
4.2. Onboarding Services are complete upon go-live plus the hypercare period in Annex A. Defects attributable to iCenna’s work identified during onboarding are remediated as part of the Onboarding Services; after completion, support is provided under the Cloud Hosting Policy or Support Services, as applicable.
5. Fees and Invoicing
5.1. Onboarding fees are stated in the Sales Order and are invoiced in accordance with the payment terms and schedule stated in the Sales Order, and invoices are due within thirty (30) days of the invoice date.
5.2. Location-based pricing. Onboarding fees are quoted based on the on-site location(s), the on-site duration, and the remote/on-site split stated in the Sales Order, and include iCenna’s travel and accommodation for the stated on-site periods unless the Sales Order provides otherwise. Any change to the on-site location, any extension of on-site periods, or any additional on-site visits will be re-priced and agreed in a written change order before being performed.
5.3. Fees are exclusive of VAT and other applicable taxes, which You will pay in addition, except taxes based on our income.
6. Intellectual Property and Data Protection
6.1. iCenna and its licensors retain all rights in the iCenna cloud Services, Software, and all methodologies, tools, templates and training materials used or provided in the Onboarding Services. Upon full payment, You may use materials delivered to You for Your internal purposes in connection with Your authorised use of the Services or Software. Your data remains Yours.
6.2. Where iCenna processes Personal Data in Your Content during onboarding of the cloud Services, the iCenna Data Processing Agreement applies; where iCenna accesses Personal Data in Your on-premise Customer Environment, the support-access terms of the Software License Agreement apply. For migration testing, the parties will use de-identified or sample data wherever reasonably practicable; You are responsible for the lawfulness of data You provide.
7. Warranty, Liability and General
7.1. iCenna warrants that Onboarding Services will be performed with due professional care and skill. You must notify us in writing of any breach within thirty (30) days of the affected services, describing the deficiency. YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF THIS WARRANTY SHALL BE RE-PERFORMANCE OF THE DEFICIENT SERVICES OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY, A REFUND OF THE FEES PAID FOR THE DEFICIENT SERVICES. ALL OTHER WARRANTIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7.2. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THE MASTER AGREEMENT APPLY. SUBJECT TO PROVISIONS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ONBOARDING SERVICES UNDER A SALES ORDER SHALL NOT EXCEED THE ONBOARDING FEES PAID OR PAYABLE UNDER THAT SALES ORDER.
7.3. You may terminate Onboarding Services for convenience on thirty (30) days’ written notice, paying for services performed and non-cancellable commitments up to the effective date. Either party may terminate for uncured material breach on thirty (30) days’ written notice. The confidentiality, notices, force majeure, governing law (laws of the Kingdom of Saudi Arabia; competent Saudi courts), assignment and general provisions of the Master Agreement apply to this Agreement mutatis mutandis.
Annex A. Standard Onboarding Services
The following phases apply to each module purchased (e.g., HIS, ERP, HR), for the deployment model and within the onboarding duration stated in the Sales Order. The same phases apply to cloud and on-premise deployments, except as noted.
- Phase 1 — Kickoff and planning: kickoff meeting; confirmation of project contacts, plan and dependencies; access setup. Completion: kickoff held and plan shared.
- Phase 2 — Environment readiness: cloud — tenant provisioning; on-premise — installation of the Software in the Customer Environment meeting the documented minimum requirements. Completion: environment available for configuration.
- Phase 3 — Design and configuration: configuration workshops per purchased module using iCenna’s standard configuration workbook (e.g., HIS: facilities, departments, practitioners, appointment types, clinical forms, billing and insurance setup; ERP: chart of accounts, cost centres, suppliers, approval flows; HR: organisation structure, positions, payroll elements, leave policies); configuration of the system accordingly. One review round per module is included. Completion: configuration reviewed with Customer.
- Phase 4 — Data migration (standard): migration of the standard record types for each purchased module from Customer-provided extracts in iCenna’s templates (e.g., HIS: patient demographics and open balances; ERP: master data and opening balances; HR: employee master data and leave balances); one trial run and one final run per module. Historical transactional data and non-template sources are non-standard work. Completion: migration report delivered.
- Phase 5 — Training: train-the-trainer sessions per purchased module for up to the number of participants and sessions stated in the Sales Order (or, if not stated, two (2) sessions per module), delivered remotely or on-site in accordance with the time plan and location(s) in the Sales Order, in Arabic or English, using iCenna’s standard training materials. Completion: sessions delivered.
- Phase 6 — User acceptance testing: iCenna provides standard test scenarios per module and supports Your testers during a UAT window within the onboarding duration; defects attributable to iCenna’s work are remediated by severity. Completion: no open Severity 1/2 defects attributable to iCenna’s work, or as otherwise agreed in writing.
- Phase 7 — Go-live and hypercare: go-live support on the agreed date, followed by ten (10) business days of hypercare with prioritised response. Completion: end of hypercare; onboarding closed.
Out of scope (non-standard work): custom development and reports; custom integrations and interfaces (including third-party systems); migration of historical transactions or data outside iCenna’s templates; end-user (non-trainer) training; on-site services beyond the periods and location(s) stated in the Sales Order; and any activity not listed above.
