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CTR-2026-0142IT Managed Services & Service Level Agreement

AI review

Out for signatureElm Information Security CompanyVerified via WathqCR 7001523390IT services negotiation playbook — v3

The assistant reads the inbound version clause by clause against the negotiation playbook and Saudi law, and suggests fixes — you decide.

Contract fileEditorCompare versionsAI review

A human makes the final call. These are automated suggestions; the contract text changes only when a specialist accepts a fix, and their name and time are recorded in the audit log.

Contract risk score

Medium
46
0100
out of 100 · Version 4
−6 since v3

Score across versions

020406080v1v2v3v4

Waqqa AI assistant

Executive summary — Version 4

Confidence 91%
Version 4 is broadly balanced and of medium risk: availability is back at 99.9% with a 15-minute response, in-Kingdom hosting and the commercial courts are restored, and the liability cap settled at 12 months with the data carve-out. Two points remain before signing: an unmarked change in clause 10 swaps consent to subcontract for mere notice (a red line), and 10% service credits with no escalation on repeat. Fixing clause 10 alone brings the risk down to low.
Sources:

Automated suggestion — a human makes the final call

Findings

5

1 High · 2 Medium · 2 Low

Red lines

1

Must be fixed before signing

Compliance checks

6/7

Warnings 1 · breaches 0

Your decisions

0

of 5 findings

Risk map across clauses

Each bar is as tall as the clause is risky — click to jump to its finding

CriticalHighMediumLowMatches playbook

HighClause 10

Subcontracting on notice instead of consent

Red lineConfidence 94%

Version 4 changed "prior written consent" to "written notice" without marking the edit. This lets the supplier hand the security operations centre to a party we never qualified.

PlaybookRed line: no subcontracting without prior written consent.Who may concedeNot negotiable — needs a CEO decision

Suggested fix as a tracked change· lowers the score by 14 points

The Second Party may not subcontract any part of the services without prior written notice to the First Party the prior written consent of the First Party, and remains liable for the acts of its subcontractors.

MediumClause 14

Liability capped at 12 months

Acceptable fallbackConfidence 88%

The cap sits at the floor of the acceptable fallback (12 months) rather than the preferred position (24 months); the data and confidentiality carve-out is kept.

PlaybookPreferred 24 months · fallback 12 months with data carve-out · red line below 12 months.Who may concedeHead of Legal Affairs

Suggested fix as a tracked change· lowers the score by 6 points

14.1 Neither party is liable for indirect or consequential loss. 14.2 The Second Party's aggregate liability shall not exceed the fees paid in twelve (12) months eighteen (18) months, and this cap does not apply to breaches of data protection or confidentiality.

MediumClause 8

Service credits below preferred

Acceptable fallbackConfidence 82%

A 10% credit cap is inside the acceptable fallback but does not deter repeated breaches.

PlaybookPreferred 15% · fallback 10% with escalation on repeat.Who may concedeIT Director with Legal

Suggested fix as a tracked change· lowers the score by 5 points

On a breach of the service levels, up to 10% of the instalment due, rising to 15% when a breach repeats in two consecutive quarters, is credited to the First Party, and the First Party may terminate if the breach recurs for three (3) consecutive months.

LowClause 13

Five-year confidentiality

Acceptable fallbackConfidence 74%

Acceptable, but security-operations data stays sensitive for longer.

PlaybookPreferred 7 years for cybersecurity contracts · fallback 5 years.Who may concedeLegal Counsel

Suggested fix as a tracked change· lowers the score by 2 points

Each party keeps confidential the information it receives under this Agreement for its term and for five (5) years seven (7) years after it ends.

LowClause 4

No consequence for a late transition

Acceptable fallbackConfidence 71%

The clause sets no consequence for overrunning the sixty days, and the current contract ends on 31 October.

PlaybookPreferred: an approved transition plan with a delay penalty.Who may concedeIT Director

Suggested fix as a tracked change· lowers the score by 2 points

The Second Party completes the transition and onboarding plan within sixty (60) days of the effective date under a plan approved by the IT Director, without any interruption to the services running under contract CTR-2023-0118.

Your decision on this version

0 fixes accepted · 1 high-severity findings left · score now 46

Deciding as Noura Al-Qahtani — Head of Legal Affairs