1. Introduction & Definitions

Parties. This Customer Agreement (“Terms”) is a binding contract between Dalil AI Ltd, a company registered in the Dubai International Financial Centre (DIFC) under License No. CL8158, with offices at Innovation Hub, Level 3, DIFC, Dubai, UAE (Tax Registration Number: [VAT]), and you, the customer accepting these Terms (referred to as “Customer” or “you”). By signing up for or using the Dalil AI service, you agree to these Terms on behalf of yourself or the entity you represent. If you are accepting on behalf of a company or organization, you represent that you have authority to bind that entity.

Services. “Services” refers to the Dalil AI cloud-based customer relationship management (CRM) platform, including all web and mobile applications, browser extensions, AI content features, APIs, and related services provided by Dalil AI. The Services encompass core CRM modules (People, Companies, Deals, Tasks, Notes, Activities) and AI-driven features (such as an AI assistant for scoring and messaging), along with integrations to third-party platforms (e.g. LinkedIn, WhatsApp).

Users and Workspaces. An account in the Services is organized as a Workspace, meaning a logically isolated instance of the CRM for a given Customer (typically mapped to one company or team). Users are individuals authorized by Customer to access the Services under Customer’s account (each User may have a role with specific permissions). The Customer is responsible for all actions taken by its Users and for ensuring each User abides by these Terms.

Customer Data. “Customer Data” means any data, content, or materials that you or your Users input into the Services or provide to Dalil AI in connection with your use of the Services. All Customer Data remains your property; however, you grant Dalil AI a worldwide, royalty-free, limited license to host, copy, transmit, and process your Customer Data as necessary to provide the Services to you. This license allows us to index data for search, make backups, and display content to your Users as intended. Dalil AI will only use Customer Data in accordance with these Terms, your instructions, and our [Privacy Policy].

Dalil AI Content and IP. Except for Customer Data, all software, technology, know-how, trademarks, and content provided or used by Dalil AI in delivering the Services (“Dalil AI Content”) are the property of Dalil AI and its licensors. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Services and Dalil AI Content during your subscription term for your internal business purposes. No rights are granted to you other than as expressly stated here. You shall not remove any proprietary notices, copy or modify the Services, nor reverse-engineer or attempt to extract source code of any software, except to the extent allowed by law.

Feedback. We welcome feedback and suggestions. If you or any User provides Dalil AI with comments, ideas, or suggestions about the Services (“Feedback”), you hereby grant Dalil AI a perpetual, sublicensable, irrevocable right to use and incorporate such Feedback without any obligation or compensation to you. Dalil AI may use Feedback for any purpose, including improving the Services.

Related Policies. These Terms incorporate by reference Dalil AI’s Privacy Policy and Acceptable Use Policy (AUP), which contain additional obligations for you. In the event of a conflict, these Terms will govern. Certain features (such as integrations or specific modules) may also be subject to additional product-specific terms presented at the time of enablement.

2. Account Creation & Eligibility

Eligibility Requirements. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. By registering an account, you affirm that you possess the legal capacity to enter into this Agreement, and if you are registering on behalf of a company or other entity, that you have the authority to bind that entity to these Terms. You also represent that you are using the Services for business or professional purposes (not as a consumer for personal, family, or household purposes).

Account Registration. When you create an account, you must provide accurate and complete information about your organization and maintain that information up-to-date. This includes a valid business name, contact email, and billing information (for paid plans). You are responsible for maintaining the confidentiality of your account login credentials and ensuring that each User keeps their username and password secure. You must promptly notify Dalil AI of any unauthorized access or use of your account. Dalil AI is not liable for any loss or damage arising from unauthorized use of your accounts.

Compliance with Laws. You agree to use the Services only in compliance with all applicable laws and regulations. While Dalil AI generally permits access from all jurisdictions (we do not strictly block usage based on country of origin), you may not use or export the Services in violation of applicable export control or sanctions laws. You confirm that you are not on any government-prohibited or restricted-party list and that you will not use the Services for the benefit of any entity or country subject to comprehensive trade sanctions.

3. Subscription Plans & Ordering

Plan Options. Dalil AI offers multiple subscription tiers for its Services: Essential (Free), Pro, Enterprise, and a private Lifetime plan. Each plan provides a different level of features, usage limits, and support. For example, the Essential plan is a free tier with basic CRM functionality, whereas the Pro plan is a paid tier that includes advanced features like AI scoring, LinkedIn/WhatsApp integration, and enhanced automation. Enterprise plans offer custom features or limits (negotiated case-by-case), and the Lifetime plan is a one-time purchase option granting perpetual use of a fixed feature set (generally equivalent to the Pro features at the time of purchase). The specific features and limits of each plan (such as number of users, records, AI message credits, etc.) are described on our Plans & Pricing page on the Dalil AI website, which is incorporated herein by reference and may be updated from time to time to reflect current offerings.

Ordering & Activation. To subscribe to a paid plan (Pro, Enterprise, or Lifetime), you must place an order through our website or via an order form/invoice provided by Dalil AI. For online self-service subscriptions, plan selection and payment are done via our sign-up flow or account billing page. For Enterprise or Lifetime licenses, you may need to contact Dalil AI sales to arrange pricing and terms. The date on which you first subscribe to a paid plan is your Effective Date for that subscription.

Users and Upgrades. Plans may have limits on the number of User seats or data records included. If you invite additional Users beyond your plan’s included seats or otherwise exceed usage limits, Dalil AI may require you to upgrade to an appropriate plan or pay additional fees. You can upgrade your subscription at any time (e.g. from Essential to Pro, or add more Users), and any additional fees will be prorated for the remainder of your current billing cycle. Downgrades (reducing the number of Users or moving to a lower plan) will generally take effect at the start of the next billing cycle, and no credit or refund is issued for unused portions of the higher plan’s term, except at Dalil AI’s discretion or where required by law.

Auto-Renewal. Except for the Lifetime plan (which is a one-time purchase), all subscriptions recur on a periodic basis. Monthly plans renew each month, and annual plans renew each year, automatically, unless you cancel the subscription prior to the renewal date. By default, the renewal term is the same length as the initial term. You will be charged the then-current subscription fee for each renewal term unless you change or cancel your plan. We will notify you in advance (via email or in-app notice) of any material changes to pricing or terms for your renewal. You may cancel effective at the end of the current term to avoid renewal charges.

4. Fees, Billing & Taxes

Prices and Currency. All fees for the Services are set forth in U.S. Dollars (USD) and payments will be processed in USD. The pricing for each plan (monthly or annual rate per User, etc.) is published on our website or agreed in your order. Dalil AI may offer promotions or volume discounts from time to time; any such promotions are subject to their specific terms and may be discontinued or changed at our discretion.

Billing and Payment. Paid plan subscriptions are billed in advance on a recurring basis (e.g. monthly or annually, depending on the plan you choose). By entering a payment method, you authorize Dalil AI or its payment processor (currently Stripe) to charge your provided payment instrument for the recurring subscription fees, as well as any applicable one-time fees (for add-ons, overages, or Lifetime licenses). All invoices will be sent to the email address on file for your account administrator, unless otherwise agreed. Dalil AI uses Stripe to process payments and issue invoices; Stripe may automatically email you a PDF receipt each billing cycle. For Enterprise customers, alternative payment arrangements (such as bank transfer against invoice) may be agreed in writing.

Tax. Stated prices do not include any taxes. Dalil AI will charge applicable taxes as required by law. In particular, if your billing address is in the United Arab Emirates, a 5% Value Added Tax (VAT) will be added to the subscription fees. For customers outside the UAE, Dalil AI does not collect VAT or sales tax, and you are responsible for any self-assessment or remittance of taxes to your local tax authorities as required by law. You agree to provide complete and accurate billing and tax information to Dalil AI. If you have provided a VAT ID or other tax registration number, you confirm it is valid for your location. Dalil AI’s VAT (Tax Registration) Number is [VAT].

Late Payments. If any subscription fee charge is declined or your payment is otherwise overdue, Dalil AI will notify you and may retry the payment method. If payment remains outstanding beyond a reasonable grace period, we reserve the right to suspend your account or downgrade you to the free plan until full payment is received. You will continue to be responsible for all accrued fees during any period of suspension for non-payment. Dalil AI may charge interest on overdue amounts at the rate of 1.5% per month (or the highest rate permitted by law, if lower) from the due date until paid. You will also be responsible for Dalil AI’s reasonable costs of collection in cases of delinquent accounts.

Invoices and Records. All billing is performed electronically. You agree to receive invoices and payment receipts electronically (via email or the Services). It is your responsibility to print or save copies of these records for your accounting. Dalil AI’s billing system (Stripe) maintains a history of your charges and payments, which you may request at any time.

5. 14-Day Conditional Refund Policy

Cooling-Off Period. Dalil AI offers a 14-day satisfaction guarantee for new subscriptions on paid plans, subject to the conditions below. If you are a new paying Customer and you cancel your subscription within fourteen (14) calendar days of your initial purchase, you may request a full refund of the subscription fees paid for that initial term provided that you have made only minimal use of the Service in that period. Specifically, to be eligible for a refund:

• Within the first 14 days, you must have added fewer than 5 People (contact records) into the CRM;
  
  
  

• Sent fewer than 5 AI-generated messages using the Dalil AI platform; and
  
  

• Not connected any third-party integrations (such as Zapier, n8n, Make, LinkedIn, WhatsApp, Intercom, or other API integrations) to your Dalil AI workspace.
  
  
  

If you meet all of the above criteria and are dissatisfied with the Service, you may cancel and request a refund within the 14-day window. The rationale is that any one of those usage events (exceeding 4 People records, 4 AI messages, or connecting an integration) constitutes full onboarding and use of the purchased Service, thus waiving your cooling-off right. Once you have meaningfully used the Service, the subscription is considered delivered and no refund will be given for that term.

How to Request Refund. To cancel and request a refund under this policy, you must email support@dalil.ai or use the in-app support chat within 14 days of your purchase and confirm that you meet the above criteria. If eligible, refunds will be processed to your original payment method within 10 business days.

Exclusions. This refund policy applies only to your first subscription purchase with Dalil AI (or first upgrade from free to paid). It does not apply to renewals, add-on purchases, or subsequent upgrades—those are non-refundable except as required by law or expressly permitted by Dalil AI. Lifetime plan purchases are non-refundable (the Lifetime license is a one-time, heavily discounted purchase granted for perpetual use, so all sales are final on Lifetime licenses). Additionally, if you violate the Acceptable Use Policy or any term of this Agreement, you are not entitled to a refund. This Section 5 does not limit any rights you may have under consumer protection laws that cannot be waived, but it provides the sole contractual refund entitlement for the Service.

6. Customer Data & Ownership

Your Property. As between you and Dalil AI, you retain all rights, title, and interest in the Customer Data you or your Users upload to the Service. Dalil AI will not use your Customer Data except for the purposes of providing, maintaining, and improving the Service and as otherwise permitted by these Terms or required by law. We claim no ownership over your data.

Limited License to Dalil AI. You grant Dalil AI and its subprocessors a non-exclusive, worldwide, royalty-free license to host, store, transmit, and process your Customer Data only as necessary to provide the Service and fulfill our obligations under these Terms. This includes making backup copies, displaying data to Users, indexing data for search functionality, and formatting data as needed for user interactions. We may also derive aggregate, anonymized usage statistics from your use of the Service (for example, average usage rates, feature adoption metrics) and use those aggregated analytics to improve our services and for internal business purposes. Such aggregate data will not identify you or any individual and does not constitute Customer Data.

Protection of Customer Data. Dalil AI will implement and maintain reasonable administrative, physical, and technical safeguards designed to secure your Customer Data from unauthorized access or disclosure, as described in Section 10 (Data Protection & Security) and our Privacy Policy. We do not monitor Customer Data on an ongoing basis, but if we become aware that any Customer Data may violate the law or these Terms (for example, infringe intellectual property or contain malware), we reserve the right to suspend or remove the offending content after providing notice where practicable.

Customer Responsibilities. You are solely responsible for the content of Customer Data. This means you must have and maintain all necessary rights, licenses, and consents to upload the data to the Service and to allow Dalil AI to process it under this Agreement. Personal Data: If Customer Data includes personal data of individuals, you acknowledge that you are the “controller” of such data and Dalil AI is a “processor” (service provider) acting on your instructions. You agree to comply with all data protection laws applicable to your collection and use of personal data, including providing any required notices or obtaining necessary consents from individuals. Dalil AI’s Data Processing Addendum (DPA), if applicable to you (e.g. for GDPR compliance), is hereby incorporated by reference and will apply to the handling of personal data within Customer Data.

7. Role-Based Access & Administrative Responsibilities

Admin Users. Within your Workspace, you may designate one or more Users as administrators (“Admin”). Admins have elevated permissions to manage the Workspace (such as inviting or removing Users, setting roles and data visibility, and configuring integrations). It is your responsibility to appoint competent Admins and to keep admin contact information accurate.

Role & Permission Configuration. Dalil AI provides features for role-based access control and data visibility (for example, the ability to create custom roles, teams or visibility groups to limit who can see certain records). Customer is solely responsible for configuring these settings to meet its privacy and security requirements. Dalil AI does not independently verify that your role or visibility settings are correctly implemented to achieve any particular data segregation or access goal. You agree that Dalil AI will not be liable for any unintended disclosure or access to Customer Data that results from misconfiguration of roles, permissions, or other settings by your Admins.

User Management. Customer is responsible for managing its Users’ access. This includes promptly removing access for any User who is no longer authorized (for example, a departing employee) and keeping credentials secure. You must ensure that each User uses unique login credentials; sharing of logins by multiple people is not permitted. If a Device or User account is compromised, you should immediately take steps to reset passwords or revoke access. Dalil AI will act on instructions from your Admins regarding User access (such as account deactivation) and is not responsible for any internal management disputes between you and your Users.

Team Responsibilities. You acknowledge that the visibility of data within the Service (which records are visible/editable by which Users) is determined by your configuration. By default, many records may be visible to all Users in a Workspace. It is your responsibility to use features like private records, restricted fields, or separate Workspaces if you need to limit access to sensitive data. Dalil AI simply provides the tools; you are responsible for using them correctly. Dalil AI shall not be responsible for any damages arising from an Admin’s or User’s mismanagement of access controls.

8. Integrations & Third-Party Services

Supported Integrations. Dalil AI offers optional integrations with various third-party services and platforms to enhance CRM functionality. Examples include integrations with LinkedIn, WhatsApp Business, Intercom, Zapier, n8n, Make, Google Calendar, and email providers (Gmail/Outlook), among others. Use of any such integration is optional and may require you to have an account with the third-party service. When you enable an integration, you are instructing Dalil AI to connect and exchange relevant data with that third-party platform on your behalf.

Third-Party Terms. Integrations are subject to the terms and policies of the third-party providers. For example, if you connect to LinkedIn or WhatsApp, your use of those services via our integration is still governed by LinkedIn’s or WhatsApp’s user agreements and policies. Dalil AI does not control and is not responsible for third-party services. We do not guarantee the continued availability, compatibility, or performance of any integration. Third-party providers may change their APIs, pricing, or policies, which can affect how our integrations function. If a third-party service ceases to make its integration available or if we are required to comply with their terms or limitations, we may modify or suspend the related integration without liability.

Data Sharing via Integrations. When you enable an integration, you consent to Dalil AI accessing and transmitting your data to and from the third-party service as necessary for the integration to function. For example, if you enable the WhatsApp connector, Dalil AI will send and receive message content to WhatsApp’s API on your behalf. It is your responsibility to review what data will be shared and ensure it is acceptable. Dalil AI is not liable for how the third-party service handles your data; that is governed by your agreement with that service and their privacy practices.

Integration Issues. If an integration causes excessive demands on our system or violates our AUP (for example, an integration that mass-imports prohibited content), we may disable or disconnect it to protect the Service. We will try to notify you in such cases. Additionally, if a third-party provider (like LinkedIn or WhatsApp) restricts or suspends your account or our API access due to your activities, Dalil AI is not responsible for the resulting impact on the integration’s functionality. You are responsible for resolving any such issues with the third party.

External Tools Used by Dalil AI. You acknowledge that Dalil AI itself uses certain third-party subprocessors and tools as part of providing the Service. These include hosting and infrastructure providers (e.g. Google Cloud Platform for hosting in London, UK), customer support and messaging tools (e.g. Intercom for in-app chat support), analytics services (e.g. Google Analytics, Meta Pixel, June, Amplitude for usage analytics), payment processors (Stripe for billing), and workflow automation platforms (e.g. Zapier, n8n, Make for integrations), among others. A more complete list of sub-processors is provided in our Privacy Policy. Dalil AI uses these reputable third-party services to operate and improve the Service, but makes no warranty or guarantee of any specific results from them. By using Dalil AI, you agree that our use of these providers, which may process your data, is permitted. We remain responsible for obligations under our Privacy Policy and applicable data protection laws when using sub-processors.

9. Acceptable Use

This Section 9 and our separate Acceptable Use Policy (AUP) set forth the rules of conduct for using the Dalil AI Services. By using the Services, you agree not to engage in any of the prohibited activities described below or in the AUP. Dalil AI may suspend or terminate your access for violations of this Section.

Prohibited Content and Activities. You shall not, and shall not allow any third party or User to, use the Services:

• Illegal or Harmful Purposes: To conduct or promote any illegal activities, including activities that are fraudulent, violate any law or regulation, or that facilitate the trafficking of any illegal drugs, weapons, or other illicit goods. The Service may not be used for any illicit or “dark web” activities, or to support any organizations, transactions, or individuals sanctioned or prohibited under applicable trade laws.
  
  
  

• Violation of Rights: To upload, store, or transmit any content that infringes or misappropriates any third party’s intellectual property rights or other rights. This includes pirated materials or unauthorized use of copyrighted content, trademarks, or trade secrets. You also may not use the Service to collect or harvest personal data without consent, or to violate privacy rights of others.
  
  
  

• Offensive Content: To upload or disseminate any content that is unlawful, defamatory, harassing, threatening, abusive, obscene, pornographic, or otherwise objectionable. This includes content that is hateful or discriminatory (e.g., based on race, religion, gender, etc.), or that contains excessive violence.
  
  
  

• Spam & Messaging Abuse: To send unsolicited bulk communications (spam) or any form of harassing or unwanted messages using the Service. You may not use the Service to send mass marketing emails or messages unless the recipients have consented (and you comply with anti-spam laws). Automated robocalls, auto-dialing, or excessively frequent messaging via integrations (like WhatsApp or SMS) are prohibited. Dalil AI’s messaging features (including AI-generated emails or chatbot messages) must be used responsibly and in compliance with all applicable communication regulations (e.g., GDPR, CAN-SPAM, TCPA).
  
  
  

• Security Violations: To attempt to probe, scan, or test the vulnerability of any Dalil AI system or network, or to breach any security or authentication measures. You must not misuse the Service by introducing viruses, worms, malware, or any other code intended to disrupt or harm systems. Additionally, you shall not attempt to gain unauthorized access to other customers’ data or to underlying software or algorithms of the Service. Any form of reverse engineering or decompiling of the Service is prohibited (except to the limited extent allowed by law).
  
  
  

• Interference with Service: To interfere with or disrupt the integrity or performance of the Service or data contained therein. This includes no excessive automated queries or API requests beyond reasonable use or specified rate limits. Dalil AI imposes certain fair use limits (e.g. API call rates, AI message counts) to protect service quality; you agree to respect those limits and not deliberately strain the Service’s infrastructure. For example, API usage is capped at 600 requests per minute per workspace and AI assistant usage at 30 messages per user per month on standard plans. Exceeding these may result in throttling or suspension.
  
  
  

• No Sensitive Data (unless agreed): Unless otherwise specifically permitted by Dalil AI in writing, you agree not to use the Service to store or process any regulated sensitive personal data (such as health information subject to HIPAA, payment card data subject to PCI-DSS, or similarly sensitive financial/personal data) that would impose specific legal compliance obligations on Dalil AI beyond standard data protection. Dalil AI is not a HIPAA-compliant service and does not target regulated industries requiring special certifications at this time.
  
  
  

• Compliance with AUP: You agree to abide by any additional detailed guidelines in the Dalil AI Acceptable Use Policy, which is hereby incorporated. The AUP provides more examples of prohibited uses and may be updated from time to time. For instance, it further clarifies bans on spam, scraping external websites without permission, automated account creation, and other misuse.
  
  
  

Enforcement. Dalil AI reserves the right (but is not obligated) to monitor use of the Service for compliance with this Section. We may investigate any violation or suspected violation of this AUP or any misuse of the Service. In doing so, Dalil AI may suspend your account or particular actions (like sending messages or API calls) immediately and without notice if we believe you are in violation, pending further investigation. Dalil AI shall not be liable for any losses you incur due to enforcement of these provisions. We prefer to warn customers and allow them to cure any issues, but we reserve the right to act immediately in our discretion to ensure the security and integrity of our platform.

Reporting. If you become aware of any violation of this Section or abuse of the Service by any person, please contact us immediately at abuse@dalil.ai. We appreciate your cooperation in maintaining a safe and lawful community.

10. Data Protection & Security

Privacy Compliance. Dalil AI is committed to protecting Customer Data. We adhere to the DIFC Data Protection Law (DIFC Law No. 5 of 2020) and, to the extent applicable, international data protection standards such as the EU General Data Protection Regulation (GDPR). Details of how we collect, use, and protect personal data are provided in our Privacy Policy. By using the Service, you acknowledge our data practices as described therein.

Hosting Location. The Dalil AI Services are hosted on Google Cloud Platform (GCP) servers located in London, United Kingdom (GCP europe-west2 region). Operational and backup data are primarily stored in the UK. This means that if you are in the DIFC or another jurisdiction, your Customer Data will be transferred to and stored in the UK (and possibly other locations where our subprocessors operate). The DIFC Commissioner of Data Protection has acknowledged the UK as an adequate jurisdiction for data transfers, and for other regions, Dalil AI will use Standard Contractual Clauses or other appropriate safeguards for international transfers, as described in our Data Processing Addendum.

Security Measures. We implement industry-standard technical and organizational measures to secure the Services. This includes encryption of data in transit (TLS 1.3 for all application access) and at rest, network firewalls and monitoring, role-based access controls at the application and infrastructure level, regular data backups (with 35-day retention for encrypted backups), and periodic security assessments or penetration testing. Internally, access to Customer Data by Dalil AI personnel is limited on a need-to-know basis and subject to confidentiality obligations. We are pursuing relevant security certifications (such as SOC 2 Type II, ISO 27001) as our platform matures.

Customer Security Obligations. You play a critical role in maintaining security. You are responsible for safeguarding your account credentials and for ensuring your Users choose strong passwords and keep them confidential. Dalil AI recommends enabling any additional security features we may offer (such as two-factor authentication) for admin accounts. You should also maintain reasonable security on your own systems used to access the Service (e.g., use up-to-date antivirus software and secure networks).

Data Breach Notifications. In the event we become aware of a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data on our systems (a “Data Breach”), we will notify you without undue delay and provide you with information on the nature of the breach and steps taken or recommended to mitigate it. We will cooperate with any reasonable investigation and remediation efforts. Notifications will be sent to the contact(s) we have on file for your account (so please keep your admin contact information current).

Subprocessors. As noted in Section 8, Dalil AI uses certain trusted third-party service providers to help deliver the Service (for hosting, backups, analytics, support, etc.). We maintain an up-to-date list of these subprocessors in our Privacy Policy or website. By using the Service, you consent to our use of subprocessors as described. We impose data protection terms on each subprocessor to safeguard Customer Data, and remain responsible for their actions in performance of services for Dalil AI.

Confidentiality of Service Data. Any system-generated data or logs about your usage of the Service (e.g., support tickets, analytics logs) that are not Customer Data will be treated as Dalil AI’s confidential information, but we will not disclose any such information that identifies you to a third party except as needed to operate the Service, as required by law, or with your consent.

11. Service Availability & Support

Availability. Dalil AI will use commercially reasonable efforts to make the Services available to you 24/7, except for planned maintenance windows and unforeseen emergency downtime. However, Dalil AI does not guarantee any specific uptime percentage or uninterrupted service. We are a growing platform and there is no formal Service Level Agreement (SLA) with service credits at this time. You acknowledge that occasional downtime may occur and that the Service is provided “as is” (see Warranties & Disclaimers in Section 15). We will strive to schedule planned maintenance during off-peak hours and, when feasible, to notify admins in advance via email or in-app notification.

Maintenance and Updates. Dalil AI may periodically deploy updates, bug fixes, or enhancements to the Service. In some cases, this may require a short service interruption. We aim to keep such interruptions minimal. We reserve the right to modify the form or functionality of the Service as it evolves (in accordance with Section 14 on Modifications), and will attempt to notify you of any major changes that could impact availability.

Support Hours. Dalil AI provides customer support for the Services during normal business hours in the UAE (Gulf Standard Time), typically Monday to Friday, 9:00 AM to 5:00 PM (excluding UAE public holidays). Support is available by email at support@dalil.ai or through the in-app chat (Intercom). We strive to respond to support inquiries within one business day for paying customers, and as timely as possible for free tier users. However, no guaranteed response time is offered under these Terms. Emergency issues (such as the Service being down) will be addressed with high priority as soon as practicable when reported through our support channels.

No Formal SLA or Remedies. While we aim for high availability, no uptime guarantee or remedy (such as service credits) is provided under this Agreement for service interruptions. Dalil AI’s responsibility is limited to using reasonable efforts to restore service. If you experience an extended outage or severe issue, please contact support and we will work with you in good faith to resolve it. In extreme cases, we may offer an extension of your subscription or other workaround at our discretion, but these would be courtesy measures rather than a contractual obligation.

Third-Party Services Downtime. The availability of certain features may depend on third-party services (see Section 8). Dalil AI is not responsible for downtime of third-party APIs or services. For example, if LinkedIn’s or WhatsApp’s system is unreachable or returns errors, those integrated features of our Service will be impacted. Such events do not count as downtime of the Dalil AI Service itself.

12. Intellectual Property

Dalil AI IP. All rights, title, and interest in and to the Dalil AI Services and Dalil AI Content, including all intellectual property rights (such as patents, copyrights, trade secrets, and trademarks) therein, are and will remain the exclusive property of Dalil AI Ltd and its licensors. Except for the limited use rights expressly granted to you in these Terms, Dalil AI does not grant you any license or rights (implied or otherwise) under any intellectual property. Dalil AI’s name, logo, and all related product and service names are trademarks of Dalil AI (or its affiliates or third-party partners). You agree not to use or display Dalil AI’s trademarks or branding without our prior written consent, except to identify yourself as a user of the Service.

License to Use Service. Subject to your compliance with these Terms and timely payment of fees, Dalil AI grants you and your authorized Users a limited, revocable, non-exclusive, non-transferable right to access and use the Service during your subscription term, solely for your internal business operations. This license is personal to you and does not extend to any parent, subsidiary, or affiliate without separate agreement. You may not rent, lease, resell, distribute, or allow others (except your authorized Users) to access the Service, and you may not use the Service on a service bureau or time-sharing basis.

Restrictions. You shall not (and shall not permit anyone else to): (a) copy, modify, or create derivative works of the Service or any Dalil AI Content; (b) decompile, reverse assemble, or otherwise attempt to discover any source code or underlying trade secrets of the Service, except as expressly permitted by law (and then only with advance notice to us); (c) use the Service in violation of any other section of these Terms (see Acceptable Use, etc.); or (d) remove, obscure, or alter any proprietary notices or labels on the Service. All rights not expressly granted to you are reserved by Dalil AI.

Open Source and Third-Party Components. The Service may include certain open source software or third-party components that are licensed under separate terms. Such licenses are included with our documentation or available upon request. To the extent required by those licenses, the terms of those licenses will apply in lieu of these Terms for the specific included components.

Your IP. This Agreement does not transfer any intellectual property rights to Dalil AI in the Customer Data or in the business names, logos, or trademarks you may provide to us. If you choose to upload your company’s logo or other branding into the Service (e.g., for customization of your interface), you grant Dalil AI a license to display and use it within the Service for the benefit of your Users. You represent that you have the necessary rights to any materials you provide to Dalil AI and that our use of such materials as directed by you will not infringe any third-party rights.

13. Confidentiality

Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with the use or provision of the Services that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data (to the extent it is non-public information). Dalil AI’s Confidential Information includes the Services (including any non-public features, security audits, or documentation), as well as any pricing or commercial terms offered only to you. Confidential Information also includes any business, technical, or financial information that one party discloses to the other that is not generally known to the public.

Exclusions. Information will not be considered Confidential Information if the Recipient can show that: (a) it was already lawfully known or in the possession of the Recipient without obligation of confidentiality prior to disclosure; (b) it is or becomes publicly available through no fault of the Recipient (in which case it ceases to be Confidential Information); (c) it was rightfully obtained by the Recipient from a third party who had the right to disclose it without restriction; or (d) it was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

Use and Disclosure Restrictions. The Recipient agrees to use the Discloser’s Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under these Terms, and not for any other purpose. The Recipient shall not disclose or divulge any Confidential Information to any person or entity except its own employees, agents, or contractors who need to know such information for the aforementioned purpose and who are bound by confidentiality obligations at least as protective as those in this Section. The Recipient will protect the Discloser’s Confidential Information using the same degree of care it uses to protect its own confidential information of like nature, but in no event less than reasonable care.

Compelled Disclosure. If the Recipient is legally compelled by court order, law, or regulatory authority to disclose Confidential Information of the Discloser, the Recipient shall, if legally permissible, give the Discloser prompt written notice to allow the Discloser an opportunity to seek a protective order or otherwise contest the disclosure. The Recipient will disclose only that portion of information which it is legally required to disclose. Any information so disclosed will remain Confidential Information, and the Recipient will cooperate with any attempt by the Discloser to ensure confidential treatment of the disclosed information.

Return or Destruction. Upon termination of the Agreement (or sooner, upon request of the Discloser), the Recipient will return or destroy (at the Discloser’s option) all Confidential Information of the Discloser in its possession, except to the extent that retention is required by law or technical backups (provided any retained information remains subject to confidentiality obligations).

Duration. The obligations in this Section 13 will continue throughout the term of the Agreement and for a period of 3 years after termination or expiration, except with respect to trade secrets (which will be protected indefinitely, or so long as allowed by applicable law) and Customer Data (which shall be kept confidential until deleted as per Section 19 on Data Deletion).

14. Modifications to Services

Continual Improvement. Dalil AI is an evolving platform. We reserve the right to add, change, or remove features and functionalities of the Service from time to time. Any update or modification to the core Service will be governed by these Terms. We will use reasonable efforts to notify you (e.g., via in-app notification or email) of major changes that may significantly affect your use of the Service.

No-Charge and Beta Features. If Dalil AI offers early access, beta, or trial features (pre-release features) as part of the Service, such features are provided “as is” and without any warranty or SLA. We may discontinue any beta feature at any time without notice, or decide not to release it into general availability. Your feedback on beta features is welcome but voluntary, and we may use it without restriction (per the Feedback clause in Section 1).

Material Changes. For any material change to the Service that would significantly reduce core functionality or value (for example, retiring an entire module that you use, or imposing significantly more restrictive limits), we will provide at least 30 days’ advance notice when feasible. We may provide this notice via email to the admin or via an announcement on the dashboard. During such notice period, you may contact us to discuss concerns or possible alternatives. If a material change negatively impacts you and you are on a paid plan, you may terminate your subscription and receive a pro-rated refund for the remaining term (if you notify us of termination prior to the change taking effect). This refund right does not apply to changes required to comply with law or safety/security requirements.

Non-Material Changes. Changes that are not material (such as routine updates, minor feature enhancements, changes to user interface, or improvements that do not reduce functionality) may be implemented with or without prior notice. We will try to document significant updates in our release notes or announcements.

Third-Party Offerings. If any third-party software, service, or API that the Service relies upon is modified, deprecated, or removed by the third party (for example, if a social media platform changes its integration rules), Dalil AI may make corresponding changes to maintain the Service’s integrity, potentially with short or no notice. Section 8 covers the handling of third-party integration changes.

Customer Support and Policies. We may also modify our support procedures or policies from time to time (for example, changing support hours or channels). We will notify you of any significant changes to support offerings for paid plans.

15. Warranties & Disclaimers

Dalil AI’s Warranty (Paid Plans). If you are a paying subscriber (Pro, Enterprise, or Lifetime plan), Dalil AI warrants that it will provide the Services in a professional and workmanlike manner, using reasonable skill and care, consistent with generally accepted industry standards for services of a similar nature. We further warrant that the Service, in its material functionality, will perform substantially in accordance with our published documentation under normal use. For breach of the above warranty, your exclusive remedy and Dalil AI’s sole obligation will be for Dalil AI to use commercially reasonable efforts to correct the non-conformity or, if Dalil AI cannot substantially correct it within 30 days of your written notice of the breach, you may terminate the affected Service and receive a prorated refund of any pre-paid fees for the unused term.

Free Tier Warranty. If you are using the free Essential plan or any trial or beta features, you acknowledge that such Services are provided “as is” and without any warranties”. To the maximum extent permitted by law, Dalil AI provides the free Services with no warranty whatsoever. The above warranty for paid plans does not apply to free, trial, or beta usage.

Customer Warranties. You represent and warrant that: (a) you have validly entered into this Agreement and have the legal power to do so; (b) you and your Users will comply with all applicable laws in your use of the Service, including data protection and anti-spam laws; (c) no Customer Data will (i) violate any law or regulation or infringe the rights of any third party, or (ii) contain any viruses or malicious code that could damage the Service or other users; and (d) you have obtained all necessary consents (if any) to provide any personal data to Dalil AI for processing as described in this Agreement.

Disclaimers. Except as expressly provided above, Dalil AI makes no other warranties of any kind. To the fullest extent permitted by law, the Service and all related software and content are provided “as is” and on an “as available” basis, without any warranties, whether express, implied, statutory or otherwise. Dalil AI specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that we will correct all defects. We do not warrant that any AI-generated content or recommendations from the Service will be accurate or fit for any specific purpose; you use such features at your own risk and should validate important results independently.

No Guarantee of Results. You understand that use of the Service does not guarantee any particular outcomes for your business (for example, improved sales or compliance). Any informational material or guidance provided by Dalil AI (such as blog posts, support answers, AI suggestions) is for general informational purposes and not a warranty or guarantee.

Third-Party Disclaimers. Dalil AI is not responsible for services and products provided by third parties, even if integrated with or accessible through our Service. Such third-party services are governed by their own terms and are not covered by any warranty from Dalil AI.

Consumer Law. If you are using the Service as a business (non-consumer), you acknowledge that consumer-specific legal protections may not apply. However, nothing in these Terms is intended to exclude or limit any condition, warranty, right, or liability that may not be lawfully excluded or limited (for example, certain statutory warranties under applicable law). Some jurisdictions do not allow the disclaimer of certain warranties, so to the extent such law applies to you, some of the disclaimers above may not apply.

16. Limitation of Liability

Indirect Damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages (including damages for lost profits, lost revenues, lost business opportunity, loss of data, or business interruption), whether in contract, tort (including negligence), strict liability or any other legal theory, even if that party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. This exclusion includes any liability that may result from third-party claims against you.

Liability Cap. Dalil AI’s total aggregate liability arising out of or related to this Agreement (whether in contract, tort, or under any other theory of liability) shall not exceed the amount equal to the fees actually paid by you to Dalil AI in the twelve (12) months immediately preceding the event giving rise to the claim. If no fees were paid (for example, if you are on the free plan), Dalil AI’s total liability shall not exceed US $100. This limitation is cumulative and not per-incident; multiple claims shall not enlarge the cap.

Exceptions. The limitations in this Section 16 do not apply to: (a) your payment obligations under the Agreement; (b) either party’s liability for death or personal injury caused by its negligence or willful misconduct; (c) either party’s liability for its fraud or fraudulent misrepresentation; or (d) any liability which cannot be excluded or limited by applicable law (for example, certain statutory liabilities under DIFC law).

Clarifications. Under no circumstances will Dalil AI be liable for any loss or corruption of data or content, as you are expected to maintain backup copies of your data (and the Service provides export tools) – any restoration of lost data is provided on an as-effort basis. The remedies expressly provided to you in this Agreement are your sole and exclusive remedies. You acknowledge that Dalil AI has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations of liability stated herein, which reflect an agreed allocation of risk between the parties and form an essential basis of the bargain.

Jurisdictional Limitations. Some jurisdictions do not allow the exclusion or limitation of certain damages. If such laws apply to this Agreement, certain exclusions or limitations may not apply to you, but only to the extent such exclusions are prohibited. In such cases, the liability of each party will be limited to the greatest extent permitted by law.

17. Indemnities

Dalil AI’s IP Indemnity. Dalil AI will defend you (the Customer) against any claim, demand, lawsuit, or proceeding made or brought by a third party alleging that the Dalil AI Service (as provided by Dalil AI) infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify and hold you harmless from any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by Dalil AI in writing of, a Claim Against Customer. This indemnity is subject to the conditions that you: (a) promptly notify Dalil AI in writing of the claim; (b) allow Dalil AI sole control of the defense and settlement of the claim (provided that Dalil AI may not settle any claim without your prior written consent unless it unconditionally releases you of all liability); and (c) provide Dalil AI with reasonable assistance (at Dalil AI’s cost) in defending the claim. If your use of the Service is enjoined or is likely to be enjoined due to such a claim, Dalil AI may, at its option: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service so it becomes non-infringing while providing substantially comparable functionality; or (iii) if (i) and (ii) are not commercially reasonable, terminate your subscription and provide a prorated refund of prepaid fees for the unused remainder of your term. Dalil AI will have no liability or obligation under this Section for any claim arising from Customer’s breach of this Agreement or from any combination of the Service with technology or data not provided by Dalil AI, if the claim would not have arisen but for such combination.

Customer’s Indemnity. You (the Customer) agree to defend, indemnify, and hold harmless Dalil AI and its affiliates, and their officers, directors, employees, and agents, from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to: (a) Customer Data or other materials you or your Users submit to or through the Service, including any claim that Customer Data (such as your uploaded content) infringes a third party’s rights or violates law; (b) your use of the Service in violation of these Terms or applicable law, including your breach of the Acceptable Use Policy (for example, sending spam or other prohibited content); or (c) your violation of any another party’s rights in connection with your use of the Service. This indemnity obligation is subject to you being notified promptly in writing of the claim and being given sole control of its defense or settlement (provided that you shall not settle any claim without Dalil AI’s prior written consent if the settlement would impose liability on Dalil AI or admit fault on its behalf). Dalil AI will cooperate with the defense and provide you with all reasonably requested information and assistance (at your expense).

Intellectual Property of Third Parties. You are responsible for ensuring that you have the necessary rights to use any third-party content or IP in the Service. For example, if you integrate Dalil AI with your third-party contact database or social media content, you must ensure you are not violating those third-party terms. You will indemnify Dalil AI for any claims that arise because Customer instructed Dalil AI to process such third-party content.

Exclusive Remedy. The indemnities provided by each party in this Section 17 are the sole and exclusive remedies of the indemnified party and exclusive obligations of the indemnifying party for the claims described.

18. Suspension & Termination

Suspension for Cause. Dalil AI may suspend your or any User’s access to the Service immediately upon notice to you if we determine that: (a) you have breached Section 9 (Acceptable Use) or are otherwise using the Service in a manner that poses a security risk or may subject us or any third party to liability; (b) you are past due on payment obligations (following notice and a reasonable cure period); or (c) your use of the Service is causing significant disruption to the Service’s infrastructure or other users. In the case of (a) or (c), we will make reasonable efforts to provide a warning and an opportunity to remedy the violation or issue prior to suspension, if practicable. Suspension is a temporary measure; we prefer to work with you to resolve the issue and restore access as soon as possible.

Term of Agreement. These Terms remain effective until all your subscriptions under this Agreement have expired or are terminated. Term for Paid Subscriptions: Your paid plan subscription starts on the Effective Date and continues for the initial term you selected (e.g., monthly or annual). It will then renew as described in Section 3 unless you cancel or either party terminates. Free Plan Term: If you are on a free plan without a specified term, this Agreement continues until either party terminates by notice (which Dalil AI may do at any time, with or without cause, upon reasonable notice).

Customer Termination. You may terminate your subscription to a paid plan at any time by downgrading or cancelling through the account settings or by contacting support. If you terminate in the middle of a subscription period, such termination will be effective at the end of your current paid-up term (no pro-rated refunds will be provided for the remainder of the term, except as expressly stated in these Terms or required by law). If you wish to delete your account entirely, you should export your data and then contact support to request permanent deletion (see Data Export & Deletion in Section 19). For free accounts, you may terminate use of the Service at any time by simply ceasing to use it (though we recommend also deleting your workspace or requesting deletion of your data).

Termination for Cause. Either party may terminate this Agreement (including all subscriptions hereunder) for cause: (a) if the other party is in material breach of these Terms and such breach remains uncured 30 days after written notice of breach (or 10 days after notice in the case of non-payment breach); or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (to the extent permitted by applicable law). Dalil AI may also terminate this Agreement immediately if it determines, in good faith, that your use of the Service violates applicable law or poses an imminent risk to public security or to Dalil AI’s systems (for example, if you are using the Service for fraudulent or criminal activities). In such cases, we will inform you of the termination as soon as legally permitted.

Effect of Termination. Upon termination or expiration of your subscription or this Agreement: (i) your rights to access and use the Service will immediately cease (except during any applicable post-termination data retrieval period described in Section 19); (ii) if you terminated for our breach, we will refund any pre-paid fees covering the remainder of your subscription term on a pro rata basis; if we terminated for your breach, you will not be entitled to any refund and in fact must pay any unpaid fees covering the remainder of the term had it not been terminated early; and (iii) each party will upon request promptly return or destroy the other party’s Confidential Information in its possession (except as required to be retained for legal compliance or as archived in backups, in which case the Confidentiality obligations continue).

No Liability for Termination. Except as expressly required by law, neither party will be liable to the other for any damages resulting solely from termination of this Agreement in accordance with its terms. You are responsible for arranging any continuation of Services with Dalil AI prior to expiration if you wish to avoid interruption. Once an account is terminated, Dalil AI is not obligated to reactivate it or restore data (except as provided in Section 19).

19. Data Export & Deletion

Data Export During Subscription. During your subscription term, you can export your Customer Data at any time using the available export features (for example, exporting contacts to CSV, or using our API to retrieve data). We encourage you to perform regular backups of your data. Dalil AI does not assume responsibility for your failure to download or backup your data.

Export and Retention After Termination. Upon termination of your Dalil AI subscription (whether you cancel or the term expires or this Agreement is otherwise terminated), we will generally retain your Customer Data for a grace period of 30 days to allow you to export your data. During this 30-day period after the effective termination date, you may contact us to re-enable limited access to your account for the sole purpose of retrieving or exporting data (we may require that any outstanding fees are paid first). After 30 days post-termination, Dalil AI may permanently delete all Customer Data associated with your account, and will have no obligation to retain or provide any further access to your data. You agree that it is solely your responsibility to export desired data before the deletion deadline.

Irreversible Deletion. Once Customer Data is deleted from our production systems, it cannot be recovered by Dalil AI (it may persist for a short period in off-site backups which will be overwritten according to our retention schedule, typically within 35 days). Dalil AI disclaims any liability for deletion of Customer Data as permitted by these Terms. We will also delete any personal data we control about your Users when it is no longer needed for the purposes for which it was processed, as detailed in our Privacy Policy.

Retention for Legal Reasons. Notwithstanding the foregoing, Dalil AI may retain your information or Customer Data (even after termination) if and to the extent required by applicable law or legitimate business purposes such as resolving disputes, enforcing our agreements, or completing any legal obligations. Any retained data remains subject to confidentiality obligations.

Customer Requests for Deletion. If you wish to have your data deleted earlier than the 30-day standard retention (for instance, in compliance with certain privacy regulations or because you do not need the grace period), the account owner should contact support@dalil.ai to request expedited deletion. We will use commercially reasonable efforts to honor such requests, provided that deletion does not conflict with legal requirements.

20. Governing Law & Dispute Resolution

Governing Law. This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws and regulations of the Dubai International Financial Centre (DIFC), United Arab Emirates, excluding its conflict of laws principles that would require application of another jurisdiction’s laws. The Parties agree that the DIFC Data Protection Law applies to personal data processed under this Agreement when applicable.

Arbitration Agreement. Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services that cannot be resolved amicably within 30 days of notice by one party to the other shall be finally settled by binding arbitration. The arbitration shall be administered by the DIFC-LCIA Arbitration Centre in accordance with the Rules of Arbitration of the DIFC-LCIA, which are deemed incorporated by reference into this clause. The seat or legal place of arbitration shall be the DIFC in Dubai, and the arbitration tribunal shall consist of a single arbitrator (unless the parties agree to three arbitrators). The language of arbitration shall be English. The arbitrator shall have the authority to allocate between the parties the costs of arbitration (including attorneys’ fees) in such equitable manner as the arbitrator may determine.

Court Jurisdiction. Subject to the above arbitration clause, the courts of the Dubai International Financial Centre shall have exclusive jurisdiction over any disputes relating to this Agreement, or any matters arising from or in connection with it, that are not subject to arbitration for any reason. However, either party may seek interim or injunctive relief in any court of competent jurisdiction (including the DIFC Courts) as may be necessary to protect its rights or property pending the constitution of the arbitral tribunal or in aid of the arbitration process.

Opt-Out and Exclusions. If you are a consumer or otherwise have rights under a law that mandates a different dispute resolution mechanism that cannot be waived or modified by contract, those rights remain unaffected by the above arbitration agreement. Otherwise, by agreeing to these Terms, you and Dalil AI acknowledge that you each waive the right to a trial by jury or to participate in a class action for disputes covered by the arbitration clause, to the maximum extent permitted by law.

Governing Language. These Terms and all related documents and communications are executed in the English language. The governing language of these Terms is English. If these Terms are translated into another language, the English version shall prevail in the event of any conflict or ambiguity. All arbitration or legal proceedings shall be conducted in English.

21. Changes to Terms

Dalil AI may modify or update these Terms from time to time. If we make a material change, we will provide you with at least 30 days’ notice prior to the changes taking effect, either via email to the account owner or via a prominent notice within the Service. The notice will outline the changes and the effective date. If you (acting through your authorized account owner) do not agree to the revised Terms, you must stop using the Service and may terminate your account before the effective date of the new Terms. In such case, you may be eligible for a prorated refund of any pre-paid fees for the unused portion of your term, upon request. If you continue to use the Service after the new Terms take effect, you will be deemed to have accepted the changes.

For non-material updates (such as clarifications or improvements that do not negatively impact your rights), we may not provide advance notice, and the updated Terms will be effective when posted on our website. The “Last updated” date at the top indicates when the latest modifications were made. It is your responsibility to check our legal terms periodically. We will always keep an archive or change-log of previous versions available for reference upon request.

No amendment or modification to these Terms will be binding unless (i) in writing and signed by an authorized representative of Dalil AI, or (ii) posted by Dalil AI in accordance with the above procedure.

22. Miscellaneous

Entire Agreement. These Terms (including any documents incorporated by reference, such as the Privacy Policy, Data Processing Addendum, and Acceptable Use Policy, and any Order Form or similar ordering document referencing these Terms) constitute the entire agreement between you and Dalil AI with respect to the Service, and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Each party confirms that in entering into this Agreement, it has not relied on any statement, representation, or warranty not expressly set out in these Terms. Any terms or conditions that you send to Dalil AI (for example, in a purchase order) that are inconsistent with or additional to these Terms are void and of no effect, unless separately negotiated and signed by both parties.

Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, whether by contract, merger, operation of law or otherwise, without Dalil AI’s prior written consent. Any attempted assignment by you in violation of this provision will be null and void. Dalil AI may assign or transfer this Agreement or any rights or obligations under it to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement, with notice to you. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective permitted successors and assigns.

Independent Contractors. The relationship of the parties established by the Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties. Neither party has any authority to act on behalf of the other or to bind the other in any way.

Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. The Agreement is for the benefit of the parties only and not for any other person or entity, except that Dalil AI’s affiliates and licensors are intended third-party beneficiaries to the disclaimers and limitations of liability in Sections 15 and 16, and have the right to enforce those provisions.

Force Majeure. Neither party will be liable for any delay or failure in performance (except payment obligations) due to events outside the reasonable control of the responsible party, such as a strike, blockade, war, act of terror, riot, natural disaster, epidemic, governmental action, internet or utility outages, or other force majeure event. The affected party shall notify the other of the event and use reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected Services upon written notice without fault.

Notices. Notices under this Agreement must be in writing and are deemed given when delivered personally, sent by courier or registered mail (return receipt requested), or by email (for routine communications). Notices to Dalil AI should be sent to: Dalil AI Ltd, Innovation Hub, Level 3, DIFC, Dubai, UAE, Attn: Legal Department, or via email to legal@dalil.ai. We may send notices to you at the email or physical address associated with your account. It is your responsibility to keep your contact information current. Email notices shall be deemed received on the day sent if no bounce-back or error is received (or the next business day if sent after business hours), and physical notices upon receipt as per courier/mail records.

No Waiver. The failure of either party to enforce any provision of these Terms at any time shall not be a waiver of that provision or any other provision. To be effective, any waiver must be in writing and signed by the waiving party. A waiver of one breach shall not waive any other breach or the same breach in the future.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Agreement will remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision that is as similar as possible in intent and effect to the stricken provision.

Survival. The following Sections (and any other provisions which by their nature should survive) shall survive any expiration or termination of this Agreement: 1 (Introduction & Definitions – with respect to definitions and accrued rights), 6 (Customer Data & Ownership), 9 (Acceptable Use – ongoing compliance), 13 (Confidentiality), 15 (Warranties & Disclaimers), 16 (Limitation of Liability), 17 (Indemnities), 19 (Data Export & Deletion), 20 (Governing Law & Dispute Resolution), 21 (Changes to Terms), and 22 (Miscellaneous).

Contact Information. If you have any questions or concerns about these Terms or the Service, you may contact Dalil AI at support@dalil.ai or by mail at Dalil AI Ltd, Innovation Hub, Level 3, DIFC, Dubai, UAE. We value our relationship with you and aim to address any issues promptly and in good faith.

By using or continuing to use the Dalil AI Services, you acknowledge that you have read, understood, and agree to these Terms and Conditions in their entirety. Thank you for choosing Dalil AI as your CRM platform.