Terms and Conditions of Use of the Website and Electronic Platform

The following words and expressions, wherever they appear in this Agreement, have the meanings set out beside each of them, unless the context requires otherwise:

The preamble and the annexes attached to this Agreement are an integral part of it, interpret and complement all of its provisions, and are read together with it as one integrated whole.

These terms and conditions apply to all operations, services and programmatic access carried out through the Platform by the Second Party, its personnel or its authorised agents immediately upon creating the account, clicking the "I agree" or "Accept" button, paying any subscription fees, or actually beginning to use the Platform, and any of these is deemed a binding and completed electronic acceptance with full legal evidential force in accordance with the Electronic Transactions Law, the E-Commerce Law and the Civil Transactions Law of the Kingdom of Saudi Arabia.

The Second Party acknowledges that using its account, submitting a service activation request, or approving the price quotations issued by the First Party is deemed conclusive evidence that it has read this Agreement, understood all of its clauses and is fully bound by them, without a physical paper signature being required.

It is a condition of using the Platform that the Second Party is a licensed legal entity or a person with the full capacity recognised under Sharia and by law to carry on commercial activity and conclude contracts in accordance with the laws in force in the Kingdom.

The Second Party undertakes to provide accurate, current and complete information during the account creation stage, including the commercial registration details, the tax certificate, the national address, the identity of the authorised representative and the official bank details, and undertakes to update them immediately upon any change to them.

The Second Party alone bears absolute responsibility for maintaining the confidentiality of the login details and passwords of its account and of the accounts of its affiliated users, and is fully responsible for all activities and operations carried out through its account, whether carried out with its knowledge or by others without authorisation, and it releases the First Party from any claims or damages resulting from the disclosure of the credentials or negligence in protecting them.

The Second Party undertakes to notify the First Party in writing immediately upon discovering or suspecting any security breach or unauthorised access to its account on the Platform, so that the possible precautionary technical measures can be taken.

The two parties acknowledge clearly and conclusively that the First Party is merely a provider and operator of the cloud infrastructure and technical system (SaaS) to facilitate the management of appointments, the scheduling of bookings and the organisation of data, and that the First Party is not under any circumstances an operating establishment or a body supervising the management of the Second Party’s activity, and does not intervene in any way in the provision, pricing, performance or monitoring of the services and products provided by the Second Party to its End Customers.

No contractual, legal or civil relationship arises between the First Party and the End Customers of the Second Party; the contractual relationship concerning the booked service or product is formed exclusively and directly between the Second Party and its End Customer, and the Second Party alone bears all legal, professional and commercial obligations relating to the performance of the booking, the quality of the service, the exchange and return policies, compensation for breach, and compliance with the safety and licensing requirements of its activity.

The First Party fully disclaims responsibility for any dispute, claim or lawsuit arising between the Second Party and any of its End Customers because of the cancellation of bookings, delay in providing appointments, non-attendance, poor performance, professional and operational errors, or claims for compensation, and the First Party may not be joined as a party to any judicial or commercial dispute relating to those activities.

The Second Party acknowledges its exclusive responsibility for obtaining all municipal, professional and commercial licences and the government permits necessary to carry on its commercial activity and to issue invoices to its customers through the Platform in accordance with the laws in force in the Kingdom of Saudi Arabia.

The First Party grants the Second Party a limited, non-exclusive licence, which is not transferable, assignable or sub-licensable and is restricted solely to the term of the subscription, to use the functions of the cloud Platform for the lawful commercial purposes of the establishment in accordance with the provisions of this contract.

The Second Party is absolutely prohibited from doing any of the following acts, and committing any of them is deemed a material breach warranting immediate termination without notice:

Intermediation with the payment gateway: electronic payments through the Platform are provided, executed and processed by means of technical integration with an approved third-party provider, namely "MyFatoorah", or any banking gateway approved by the Saudi Central Bank. The Second Party acknowledges that the First Party is not a bank, a monetary institution or an entity licensed to process payments itself, and does not retain the credit card data or the encrypted bank account data of customers, and the processing of payment is subject to the terms and conditions of the financial service provider.

Transaction processing fees: the Second Party undertakes to pay the electronic payment processing fees due on each successful payment transaction made through the Platform in favour of its account, as specified in the price quotation given to the Second Party, and these fees are deducted automatically from the amounts collected before the net amount is transferred to the Second Party. These fees are subject to the statutory value added tax due (15%) in accordance with the instructions of the Zakat, Tax and Customs Authority.

Settlement transfer schedule: the net amounts collected and due to the Second Party are aggregated and transferred to its approved bank account registered in the system weekly, on the days (Sunday – Tuesday – Thursday), provided that there are no suspended amounts or claims under dispute. The actual dates on which the transfers arrive are subject to the bank clearing procedures and the banking supervisory regulations approved in the Kingdom.

Refunds and chargebacks: the Second Party alone bears full financial and legal responsibility for any requests for the return of funds (refunds), banking disputes, bank objections to transactions (chargebacks), or fraudulent transactions resulting from stolen or unauthorised cards that were made in its favour. The First Party and the payment provider are entitled to deduct the amounts of those transactions and the bank fees and penalties associated with them directly from the Second Party’s current or future dues, or to demand that it pay them immediately if the balance is insufficient.

Freezing and withholding of suspicious funds: the First Party is entitled, in coordination with the payment provider, to suspend or withhold any amounts collected where there is a suspicion of unlawful activity or financial fraud, repeated bank reports, or directives issued by the competent judicial, supervisory and security authorities, and the First Party bears no responsibility for the suspension of the amounts in those cases.

The Platform provides services for sending notifications, booking confirmations and one-time verification codes (OTP) to End Customers and to the Subscriber through programmatic integration with the telecommunications network providers licensed in the Kingdom of Saudi Arabia.

Technical sender identifier (Sender ID): the Second Party acknowledges and is aware that the text messages and notifications sent from the Platform may display the name of the reference or default technical identifier, such as ("VoM"), or any approved name of the Platform; this display is a purely technical measure connected with the identifiers of the sending gateway and the telecommunications networks, and is in no way to be interpreted as the Platform assuming any operational or legal responsibility towards the booked services or the contractual relationship between the Second Party and its customers.

Disclaimer for delays of telecommunications networks: the First Party exercises reasonable technical care to ensure the connection of the sending servers; however, it does not guarantee the speed of arrival or the delivery of short text messages (SMS) or (OTP) codes, which are subject to the coverage conditions of the public telecommunications networks, errors in the telephone numbers entered, network congestion, or the anti-fraudulent-message policies applied by the operators. The First Party bears no financial or legal responsibility for any loss of benefit or disruption to a booking resulting from the delay or non-arrival of messages.

Rules on the validity of the verification code: the verification code (OTP) expires within a period of time set programmatically in the system; the Second Party and its customers undertake to enter the code during its period of validity, and where that is not possible the code must be requested again in accordance with the approved security parameters.

The two parties acknowledge their full commitment to the provisions of the Personal Data Protection Law issued by Royal Decree No. (M/19), its amendments and its Implementing Regulations, and all decisions issued by the Saudi Data and Artificial Intelligence Authority (SDAIA).

Allocation of the statutory roles for data processing:

The First Party’s security obligations: the First Party undertakes to take the appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, disclosure or unauthorised access. Should a significant leak or security breach incident occur, the First Party undertakes to notify the Second Party immediately upon becoming aware of the incident, in accordance with the periods and statutory requirements prescribed in the Implementing Regulations of the Personal Data Protection Law.

Prohibition of advertising exploitation and of training artificial intelligence: the First Party undertakes not to sell, lease or exploit the identifying personal data of the Second Party’s customers for the purposes of independent marketing or advertising, or for training general-purpose generative artificial intelligence models, without obtaining an express legal basis and the prior written consent of the data subjects and the Controller.

Ownership of the Platform and copyright: all intellectual property rights, copyright and publishing rights, patents, trade marks and trade names, design rights, databases, source code and technical documentation relating to the Platform are the exclusive and absolute property of the First Party or its licensors, and this contract does not result in the transfer of any intellectual property right to the Second Party.

Ownership of the data of the Subscriber and its customers: the Second Party retains full ownership of, and the rights associated with, the data, content, trade names and registered marks that it enters and includes in its account on the Platform. The Second Party grants the First Party a limited, free-of-charge licence to host, store, process and transmit that data to the extent technically necessary to perform the Platform’s services, maintenance and technical support throughout the term of the contract.

Statistical data and aggregated analytics (Aggregated Data): the First Party is entitled to create, compile and use general statistical and analytical data that is completely anonymous (Anonymized & Aggregated Data), derived from the use of the Platform, to improve operational efficiency, monitor server performance and develop products, provided that it does not include any data identifying the establishment or personal data of its customers, and in full compliance with the Personal Data Protection Law.

Term of the contract and renewal: this contract is in force for a period of (12) Gregorian months starting from the date the account is activated, and is renewed automatically for similar periods unless the Second Party notifies the First Party in writing that it does not wish to renew at least thirty (30) days before the date on which the current period ends, with its undertaking to pay the prescribed annual renewal fees before the beginning of the new period to ensure that the service is not interrupted.

The Platform’s services are provided on the basis of technical availability and the cloud capabilities available (As Is and As Available); the First Party exercises reasonable professional care to maintain the stability of the system and the continuity of its operation at a high level of readiness; however, it does not guarantee absolutely that the Platform will be free of incidental interruptions or unforeseen software errors at all times.

The First Party is entitled to carry out scheduled periodic maintenance, update upgrades and emergency maintenance to protect the security of the system. It endeavours to notify the Second Party in advance of scheduled maintenance that may affect users’ access at peak times, whenever that is possible.

The First Party undertakes to provide technical support services to resolve software problems and technical faults of the Platform through the approved electronic channels during official working hours, and technical support does not include managing the Second Party’s operational activity, training its employees on site, or resolving problems with the Second Party’s own devices and networks.

Exclusion of consequential damages: to the maximum extent permitted by the laws in force in the Kingdom of Saudi Arabia, the First Party shall not under any circumstances be liable for any indirect, consequential, incidental or special damages, or loss of profits or expected revenues, loss of business opportunities, loss of goodwill, business interruption, or loss of data resulting from misuse by the Second Party or its customers.

Cap on financial liability: should the First Party’s liability in tort or in contract be established by a final and conclusive judgment issued by the competent court, the maximum total cumulative financial liability of the First Party for all claims arising under this contract during its term shall not exceed in aggregate the total of the actual amounts and fees paid by the Second Party to the First Party as annual subscription fees for the Platform during the twelve (12) months immediately preceding the event giving rise to the claim.

The Second Party’s obligation to indemnify (Indemnification): the Second Party undertakes to indemnify the First Party and its directors, employees and agents against any losses, damages, costs, legal fees, statutory fines or court judgments arising against the First Party because of: (a) the Second Party’s breach of any of its obligations or of the clauses of this Agreement; (b) the Second Party’s violation of the laws, regulations and decisions in force; (c) the services or products provided by the Second Party to its End Customers, their poor performance or the claims arising from them; (d) the Second Party’s infringement of any of the intellectual property rights or personal data protection rights of others.

Neither party shall be deemed in breach of its obligations or liable for any delay or failure in performing this contract if that results from a force majeure event beyond its reasonable control which cannot be foreseen or averted by ordinary means, including by way of example: natural disasters, wars, binding governmental and sovereign decisions, epidemics, interruption of the public internet network or the international submarine cables, wide-scale general cyber attacks (DDoS), fires and floods.

The affected party undertakes to notify the other party immediately in writing of the occurrence of the force majeure event and its consequences, and to make efforts to mitigate its effects. If the force majeure continues for a period exceeding sixty (60) consecutive days, either party is entitled to terminate this contract in writing without any compensation being owed to the other party as a result.

Cases of suspension and immediate termination by the First Party: the First Party is entitled to suspend the Second Party’s account in part or in whole, or to terminate this Agreement immediately without the need for a warning, prior notice or a court judgment, in any of the following cases:

Data export rights and the period granted: upon the ending of the Agreement on the expiry of its term or its termination for any lawful reason, the First Party makes available to the Second Party a period of thirty (30) calendar days from the date of termination to export and extract the data of its bookings and its customers in a common standard digital format (such as CSV or Excel), unless there is a legal impediment or a court decision preventing that.

Destruction and deletion of data: after the said thirty-day period has elapsed, the First Party is entitled to delete and destroy all the data and records of the account permanently from its servers without any legal liability.

The First Party is entitled to update and amend the terms and conditions of this Agreement and the usage policies from time to time to keep pace with technical developments or changes in governmental laws and regulations, and the Second Party is notified of any material amendment by the email registered in its account or by a prominent notice inside the Platform’s dashboard at least fifteen (15) calendar days before the amendment takes effect.

The Second Party’s continued use of the Platform after the notice period has elapsed and the amendments have taken effect is deemed its express acceptance of and consent to the updated terms and conditions.

All notices, warnings and correspondence addressed under this contract are deemed valid, effective and productive of all their legal effects whenever they are sent in writing by the approved email of each party registered at the head of this contract, by documented text messages to the approved telephone, or to the official national address.

This Agreement and the terms and conditions are governed by, and are interpreted and performed in all their aspects in accordance with, the laws, regulations and instructions in force in the Kingdom of Saudi Arabia.

Should any dispute, disagreement or claim arise between the two parties arising out of or in connection with this Agreement, its interpretation or its termination, the two parties undertake first to make efforts at amicable settlement and to resolve the disagreement in good faith within a period of thirty (30) calendar days from the date on which one of the parties notifies the other in writing of the dispute.

Should it not be possible to reach an amicable settlement within the specified period, the dispute is referred to and is subject to the exclusive jurisdiction of the competent courts in the city of Riyadh in the Kingdom of Saudi Arabia, in accordance with the Law of Procedure before Sharia Courts and the Commercial Courts Law.