Terms of Service for Agencies

1. Acceptance and authority

By creating an agency workspace, signing an order form or using the Service, you accept these Terms on behalf of the Agency. The individual accepting confirms that they are authorised to bind the Agency.

Where a signed order form conflicts with these Terms, the order form prevails for that subscription only.

2. The Service

The Service is a multi-tenant software platform. Each Agency receives its own isolated workspace ("Organization") containing its inventory, bookings, proposals, deals, invoices and other records. We may improve, change or retire features from time to time; we will not materially reduce the core functionality of a paid plan during a paid subscription term without at least [PLACEHOLDER: 30] days' notice.

We provide the Service on a best-effort basis. We aim for high availability but do not offer a service-level agreement, uptime guarantee or service credits unless a separately signed order form expressly provides one. Planned maintenance will be announced in advance where reasonably possible.

3. Accounts and security

You are responsible for the staff accounts you create, the roles and permissions you assign, and all activity under them. You must keep credentials confidential, enable two-factor authentication where your workspace requires it, and notify us promptly at [PLACEHOLDER: security contact email] of any suspected unauthorised access.

Our own platform staff access your workspace only to provide support you request, to keep the Service secure and running, or where the law requires it.

4. Subscription, plans and fees

Your plan (for example trial, starter or pro) and its limits — such as the number of users and billboards — are shown in your order form or workspace. Fees are stated in [PLACEHOLDER: currency], exclusive of applicable taxes including Egyptian value-added tax, and are payable in advance for each billing period within [PLACEHOLDER: 14] days of invoice.

Subscriptions renew automatically for successive periods of the same length unless either party gives notice of non-renewal at least [PLACEHOLDER: 30] days before the end of the current period. We may change fees for a renewal period with at least [PLACEHOLDER: 60] days' notice.

If an undisputed invoice remains unpaid [PLACEHOLDER: 15] days after its due date and after a written reminder, we may suspend the workspace until payment is received. Suspension does not delete your data.

5. Acceptable use

You must not, and must not allow anyone to:

• use the Service in breach of Egyptian law or any other law that applies to you, including advertising, consumer-protection and data-protection law;
• upload or publish content that is unlawful, defamatory, infringing, deceptive or that you have no right to use;
• send unsolicited bulk messages through the Service or use it to collect personal data without a lawful basis;
• attempt to access another Organization's data, probe or circumvent the Service's security or tenant isolation, or test for vulnerabilities without our written permission;
• overload, scrape or reverse-engineer the Service, or resell it to third parties except as expressly agreed in writing.

6. Your data

You own all data you or your users enter into, upload to or generate within your Organization, including inventory, client, booking and financial records ("Agency Data"). We acquire no ownership of Agency Data. You grant us only the limited licence needed to host, process, back up and display Agency Data in order to provide the Service, as further described in the Data Processing Agreement.

Where Agency Data contains personal data, you are the controller and we are your processor. The Data Processing Agreement forms part of these Terms.

You may export Agency Data at any time using the export tools in the Service. On written request we will also provide a complete export in a commonly used machine-readable format (such as CSV or JSON) within [PLACEHOLDER: 30] days.

We may use aggregated, de-identified usage statistics that do not identify you, your users or your clients to operate and improve the Service.

7. Intellectual property

The Service, its software, design and documentation remain our property or that of our licensors. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription.

Feedback you choose to give us may be used without obligation to you.

8. Confidentiality

Each party will keep the other's non-public business information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This obligation survives termination for [PLACEHOLDER: 3] years, and indefinitely for trade secrets and personal data.

9. Term, termination and deletion

Either party may terminate the subscription at the end of the current billing period by giving notice of non-renewal. Either party may terminate immediately by written notice if the other materially breaches these Terms and fails to cure the breach within [PLACEHOLDER: 30] days of notice.

After termination or expiry, your workspace becomes read-only for an export window of [PLACEHOLDER: 30] days during which you may export Agency Data. At the end of the export window we delete Agency Data from the live systems within [PLACEHOLDER: 30] days, and it is purged from backups as they rotate, no later than [PLACEHOLDER: 90] days after the end of the export window, unless the law requires us to retain it longer.

Fees already paid are non-refundable except where these Terms or the law provide otherwise, or where you terminate for our uncured material breach, in which case we refund prepaid fees for the unused period.

10. Warranties and disclaimer

We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied, including fitness for a particular purpose and uninterrupted or error-free operation.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business or goodwill.

Each party's total aggregate liability arising out of or in connection with these Terms is limited to the fees paid and payable by the Agency for the Service in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, the Agency's payment obligations, or any liability that cannot be limited under applicable law.

12. Indemnity

You will defend and indemnify us against third-party claims arising from content you publish through the Service or from your breach of the acceptable-use rules in section 5.

13. Changes to these Terms

We may update these Terms. We will notify the Agency's account owner by email or in the Service at least [PLACEHOLDER: 30] days before a material change takes effect. If you do not accept the change you may terminate before it takes effect and receive a pro-rata refund of prepaid fees; continued use after that date constitutes acceptance.

14. Governing law and disputes

These Terms are governed by the laws of the Arab Republic of Egypt. The parties will first try in good faith to settle any dispute amicably within [PLACEHOLDER: 30] days. Failing that, the dispute will be submitted to [PLACEHOLDER: competent court, e.g. the Cairo Economic Court / arbitration under CRCICA rules].

15. General

Neither party may assign these Terms without the other's consent, except to a successor of its whole business. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is held invalid, the rest remains in force. Where the English and Arabic versions differ, the [PLACEHOLDER: prevailing language] version prevails.

Notices: [PLACEHOLDER: legal notices email and postal address].