Terms of service

1. Eligibility and authority

You may use the Service only if you are at least 18 years old and have the legal capacity to enter into a binding agreement. If you use the Service on behalf of a business or another organisation, you confirm that you have the authority to bind it to these Terms, and "you" in these Terms refers to that organisation.

2. The Service

The Service consists of:

• AI agents that answer and place phone calls and that run WhatsApp and web chat conversations on your behalf, in Arabic and English
• Edara ERP, a hosted system of record for a real estate developer's units, off-plan sales, reservations and contracts, buyers, collections and escrow, e-invoicing, construction milestones and handover
• A workspace where you set up agents, load knowledge, define handoff rules, authorise actions, read conversations and view analytics
• Integrations with telephony, WhatsApp Business and the systems you connect, and an API
• The edarahq.com website

The agent works from the knowledge you give it, the rules you set and the actions you authorise. You decide which conversations the agent handles and which go to a person on your team. Edara ERP works from the projects, units, buyers, contracts and payment schedules you and your users enter, and from the documents you upload. The scope of each deployment, including products, channels, integrations, languages and volumes, is set out in the order form.

3. Licence and access

We grant you a limited, non-exclusive, non-transferable right to access and use the Service during the term of your agreement, for your internal business purposes and in line with these Terms.

We may change or discontinue features of the Service, restrict access to some features, or set usage limits. Where a change materially reduces what you contracted for, we tell you in advance and you may end the agreement as described in section 15.

4. Accounts and security

You are responsible for keeping your sign-in details confidential and for everything done through your account and the accounts of the users you authorise.

You agree to:

• Give accurate account and billing information and keep it up to date
• Assign roles to your users carefully and remove users who leave
• Tell us without delay at osamah@edarahq.com if you become aware of unauthorised access

We may suspend an account if we detect misuse or a security risk, and we tell you when we do.

5. Acceptable use

You agree not to use the Service to:

• Break any law or regulation that applies to you, including the telecommunications, messaging and consumer protection rules of Saudi Arabia and of any country you call or message
• Place calls or send messages to people who have not consented where consent is required, or who have asked not to be contacted
• Send unsolicited bulk calls or messages, or contact people at unreasonable times
• Impersonate a person or an organisation, or hide that the caller is an automated agent where the law or these Terms require disclosure
• Deceive, harass, threaten or defraud anyone, or collect data from people without a lawful basis
• Interfere with the Service, attempt unauthorised access to systems or data, or probe or reverse engineer the Service
• Use the Service or its outputs to build or train a competing product
• Upload unlawful, harmful or abusive content, or malicious code

We may investigate suspected breaches and take action, including suspending the agent, the number or the account involved. Anyone can report misuse of an Edara agent.

6. Sensitive data

Unless your order form expressly allows it and the required controls are agreed, you may not use the Service to collect or process sensitive data as defined in the PDPL, including health data, genetic or biometric data, credit data, and data revealing religious, political or ethnic affiliation. Where the order form allows it, for example for a clinic booking appointments, you are responsible for meeting the additional obligations that apply to that data, and you configure the agent so that it collects only what it needs.

7. Customer content and your responsibilities to your customers

"Customer Content" means everything you and your users put into the Service and everything the Service produces for you: knowledge documents, scripts, rules, contact lists, call recordings, transcripts, summaries, messages, the records read from or written to your connected systems, and the project, unit, buyer, contract, collection, invoice and handover records you and your users create in Edara ERP.

You own your Customer Content. You grant Edara a limited licence to host, process and transmit it only as needed to provide the Service to you and to comply with the law. Where your Customer Content contains personal data, whether it reaches us through an agent conversation or through Edara ERP, you are the controller and Edara is the processor, as section 9 sets out.

You are responsible for:

• Having the right to use the content you give the agent, and for its accuracy
• Telling your customers that they are speaking with an automated agent and that the conversation is recorded, at the start of every conversation, and obtaining consent where the law requires it
• Deciding the legal basis for processing your customers' personal data, and giving them the privacy notice the PDPL requires
• The rules you set, the actions you authorise and the handoff rules you define
• Reviewing the agent's conversations and correcting knowledge and rules when they produce wrong outcomes

We may remove or disable Customer Content that breaches these Terms, and we tell you when we do.

8. Automated agent and outputs

The agent is software. It generates its replies from your knowledge and from language models, and it can misunderstand, answer inaccurately or take an action you did not intend. You acknowledge that:

• The agent's replies, summaries and actions may be inaccurate or incomplete and should be reviewed
• You decide which topics the agent handles and which go to a person, and you should start with conservative rules
• Actions that affect money, legal rights, health or safety should require a person's approval, which you configure in the workspace
• You are responsible for the decisions you and your customers make on the basis of the agent's outputs

9. Data processing

For the personal data of your customers that the agent processes, and for the lead, buyer, contract, payment and handover records you keep in Edara ERP, you are the controller and Edara is the processor under the PDPL. We process that data only on your documented instructions, as described in our Privacy Policy and in the data processing agreement that forms part of your order form. The data processing agreement covers sub-processors, data location, retention, deletion at the end of the agreement, security and breach notification. Edara is designed to host conversation data and ERP records in Saudi Arabia; any transfer outside the Kingdom follows the PDPL's transfer rules and is disclosed in the agreement.

10. Fees and orders

Fees, the billing period, the scope of the deployment and any pilot terms are set out in the order form. There is no published price list; we quote per deployment. Unless the order form says otherwise:

• Invoices are payable within the period stated on them, in Saudi riyals, plus VAT where it applies
• Fees paid are not refundable
• We may suspend the Service for late payment after giving you notice
• We may change fees at renewal by telling you before the renewal date

Usage of telephony and messaging providers may be charged separately as set out in the order form.

11. Confidentiality

Each party keeps the other party's confidential information confidential and uses it only for the purposes of the agreement. Confidential information includes your Customer Content, our pricing and product information, and anything marked or reasonably understood as confidential. This obligation does not apply to information that is public, already known to the receiving party, independently developed, or that must be disclosed by law, in which case the disclosing party is told where the law allows. The obligation lasts for the term of the agreement and for five years after it ends.

12. Intellectual property

The Service, including its software, models, designs, documentation and the Edara name and marks, belongs to Edara and its licensors. Nothing in these Terms transfers it to you. You may not copy, modify, distribute, sell or lease any part of the Service, extract its source code, or use the Service or its outputs to train a competing system. All rights not expressly granted are reserved. Your Customer Content remains yours, as section 7 states.

13. Feedback

If you send us suggestions or feedback about the Service, we may use them without restriction or payment. Feedback does not include your Customer Content.

14. Third-party services

The Service connects to third-party providers and systems: telephony providers and business numbers, WhatsApp Business, speech and language model providers, and the CRM, helpdesk, calendar and other systems you choose to connect. Their terms apply to your use of them, and we are not responsible for their availability, performance or data practices. Where a third party changes or withdraws a service, we tell you and work with you on an alternative, but we are not liable for the change.

15. Term, suspension and termination

The agreement runs for the term stated in the order form and renews as the order form provides. Either party may end it for a material breach that is not cured within 30 days of written notice, or immediately if the other party becomes insolvent.

We may suspend access to the Service, in whole or in part, where you breach these Terms, where your use creates a security or legal risk, or where fees are overdue after notice. We restore access when the cause is resolved.

When the agreement ends, your right to use the Service ends, you stop using it, and we return or delete your Customer Content as described in the data processing agreement. Sections that by their nature should survive, including fees due, confidentiality, intellectual property, disclaimers, limitation of liability and governing law, continue to apply.

16. Disclaimer of warranties

The Service is provided "as is" and "as available". To the extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not promise that the Service will be uninterrupted, error-free or secure, or that the agent's outputs will be accurate. Any service level commitment applies only if it is written in the order form.

17. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill, arising from the agreement or the Service
• Edara's total liability for all claims arising from the agreement or the Service in any 12-month period is limited to the fees you paid to Edara for the Service in the 12 months before the event giving rise to the claim

These limits do not apply to liability that cannot be limited by law, to a party's breach of confidentiality, or to your payment obligations.

18. Indemnification

You will defend and indemnify Edara against third-party claims, and the resulting costs, arising from your Customer Content, your use of the Service in breach of these Terms or the law, or your failure to give your customers the notices and obtain the consents the law requires. Edara will defend and indemnify you against third-party claims that the Service, as provided by us and used in line with these Terms, infringes a third party's intellectual property rights in Saudi Arabia.

19. Governing law

These Terms and any agreement that incorporates them are governed by the laws of the Kingdom of Saudi Arabia.

20. Dispute resolution

If a dispute arises, the parties first try to resolve it through good-faith discussion between their representatives for 30 days from written notice of the dispute. If that fails, the dispute is submitted to the competent courts of Jeddah, Kingdom of Saudi Arabia. Nothing prevents either party from seeking urgent interim relief from a competent court.

21. Notices

We send notices to the email address on your account, inside the workspace, or on the website. You send notices to osamah@edarahq.com. You are responsible for keeping your contact details up to date. A notice sent by email is deemed received on the next business day in Saudi Arabia.

22. Assignment

You may not assign or transfer these Terms or your agreement without our prior written consent, which we will not unreasonably withhold. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, and we tell you when we do.

23. General terms

• These Terms, the order form and the documents they refer to are the entire agreement between us on their subject matter
• If a provision is found invalid, the rest remains in effect
• A failure to enforce a provision is not a waiver of it
• Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations
• The parties are independent contractors; nothing here creates a partnership, agency or employment relationship

24. Changes to these Terms

We may update these Terms from time to time. We publish the new version on this page with a new date at the top, and we tell customers by email or inside the workspace at least 30 days before a material change takes effect. Continuing to use the Service after the change takes effect means you accept the updated Terms. A change does not alter the fees or scope in an order form during its current term.

25. Contact

Edara, Jeddah, Saudi Arabia.

Questions about these Terms: osamah@edarahq.com.