# Terms of Service — Dealix (Template)

> **DISCLAIMER**: Template only. Must be reviewed by qualified Saudi counsel before publication.
> **Version**: 1.0 DRAFT
> **Effective**: [DATE]

---

## 1. Acceptance

By creating an account or using the Dealix platform ("Service"), you ("Customer") agree to these Terms. If you use the Service on behalf of an organization, you warrant that you have authority to bind that organization.

---

## 2. The Service

Dealix provides a Software-as-a-Service platform for enterprise revenue operations, including:
- Partner intake and dossier building
- Economics analysis
- Approval workflows with SLA tracking
- Evidence packs (SHA256 tamper-evident)
- Executive reporting and decision surfaces

---

## 3. Subscription and Fees

### 3.1 Tiers (current pricing in separate pricing sheet)
- **Essentials**: Mid-market
- **Business**: Large enterprise features
- **Enterprise**: Custom, dedicated infrastructure

### 3.2 Billing
- Monthly or annual billing in SAR, AED, or USD
- Prices exclude VAT (15% KSA, 5% UAE, 14% Egypt as applicable)
- Invoices ZATCA-compliant for KSA customers
- Payment due within 30 days of invoice

### 3.3 Renewals
- Annual subscriptions auto-renew unless cancelled 30 days before period end
- Pilot programs (90 days) convert to annual unless declined in writing

---

## 4. Customer Responsibilities

Customer agrees to:
- Provide accurate account information
- Keep credentials secure (MFA required for admin accounts)
- Obtain necessary consents from Data Subjects whose data is processed via the Service
- Not attempt to reverse engineer, decompile, or extract source code
- Not use the Service for unlawful purposes
- Comply with all applicable laws (PDPL, ZATCA, anti-money laundering)

---

## 5. Dealix Responsibilities

Dealix will:
- Provide the Service with reasonable skill and care
- Maintain 99.95% uptime SLA (Business+ tiers) — see SLA exhibit
- Keep customer data isolated per tenant (PostgreSQL RLS)
- Notify of material service changes with 30 days notice
- Maintain security controls per our published SECURITY.md

---

## 6. Data Ownership

- **Customer Data** belongs to the Customer
- Dealix receives limited license to process Customer Data solely to provide the Service
- Customer retains all rights to Customer Data and outputs
- Dealix owns all platform IP, features, and improvements

---

## 7. Confidentiality

Each party will protect the other's Confidential Information with reasonable care. Customer Data is confidential by default.

---

## 8. Acceptable Use

Prohibited activities:
- Sending spam or unsolicited marketing
- Using the Service to process data without lawful basis
- Testing security through unauthorized means (bug bounty program available)
- Circumventing trial/pilot limits
- Reselling the Service without written authorization

Violation may result in immediate suspension.

---

## 9. Warranties and Disclaimers

Dealix warrants that the Service will materially conform to its documentation.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. DEALIX DOES NOT WARRANT:
- AI output accuracy in all cases (see §10)
- Uninterrupted availability beyond SLA commitment
- Fitness for specific customer purposes not agreed in writing

---

## 10. AI-Generated Outputs

The Service uses large language models. Customer acknowledges:
- AI outputs are **suggestions**, not final decisions
- Human approval is **required** for all commercially sensitive actions (Class B in our policy framework)
- Customer remains responsible for decisions made based on AI outputs
- Dealix does not guarantee 100% accuracy of AI outputs

---

## 11. Limitation of Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY BREACHES, OR INTENTIONAL MISCONDUCT:
- Aggregate liability is limited to **12 months of fees paid** preceding the claim
- Neither party is liable for indirect, consequential, or lost-profits damages

---

## 12. Termination

Either party may terminate:
- For material breach with 30-day cure period
- For non-payment after 15-day notice
- Immediately for insolvency or illegal conduct

Upon termination:
- Customer may export data for 90 days post-termination
- Dealix deletes Customer Data within 90 days (subject to legal retention)
- Evidence packs remain accessible for audit purposes for 7 years

---

## 13. Governing Law and Disputes

- Governed by laws of the Kingdom of Saudi Arabia
- Disputes resolved by [SCCA arbitration in Riyadh / Saudi courts / agreed-upon forum]
- Language of proceedings: Arabic (with English translations)

---

## 14. Changes to Terms

Material changes announced with 30 days notice. Continued use after changes = acceptance.

---

## 15. Contact

Legal: **legal@dealix.sa**
Support: **support@dealix.sa**
Billing: **billing@dealix.sa**

---

## Exhibits

- **Exhibit A**: Service Level Agreement (SLA)
- **Exhibit B**: Data Processing Agreement (DPA)
- **Exhibit C**: Acceptable Use Policy
- **Exhibit D**: Current Pricing
- **Exhibit E**: Subprocessors List