Terms of service

1.1Parties to the agreement

These Terms of Service (the “Terms”) govern the relationship between Tajir Global Limited, a company registered in Hong Kong at Bayfield Building, 99 Hennessy Rd, Wan Chai, Hong Kong (“Utajir”, “we”, “us” or “our”), and the individual or entity subscribing to the Services (the “Contracting Customer” or “you”). For an entity subscription, that entity is the Contracting Customer. Contact us about the Agreement at contact@utajir.com.

1.2Services covered

These Terms apply to the Contracting Customer’s subscription to, access to and use of the Utajir platform, including the related applications, tools and features we provide under the subscription or an agreed service order (the “Services”). This includes any trial access we make available, subject to its applicable terms. The Services available to each customer depend on the agreed plan and add-ons; a feature’s inclusion in the platform does not mean it is included in every plan.

1.3Direct use and agency accounts

An individual or entity may subscribe for personal, business or professional use, including managing an activity and offering products or services to customers (a “Direct-use Customer”). Reselling access to clients under another brand is permitted only where the plan allows it and under the Agencies & White Labeling Terms (an “Agency”).

These Terms govern our relationship with the Contracting Customer in either case. The Agencies & White Labeling Terms also apply to the Agency’s authorized activities, including its relationship with its clients. A subscription intended for direct use does not, by itself, grant a right to resell access to the platform or offer it on a white-label basis.

1.4Authorized users and end customers

An “Authorized User” is an individual granted account access to use the Services on behalf of the Contracting Customer or an Agency Client, within the permitted access rights. Granting access to an Authorized User does not, by itself, make that individual the Contracting Customer in place of the subscribing person or entity.

An “Agency Client” is a person or entity that contracts with an Agency to access the Services as part of the Agency’s own branded offering. Its agreement with the Agency governs that relationship; access through an Agency does not, by itself, create a direct subscription agreement with us. The Agencies & White Labeling Terms specify the platform-use requirements that the Agency must include in its agreements with its clients.

A person who obtains products or services offered through the platform by the Contracting Customer or an Agency Client has a relationship with that seller governed by their own agreement. That transaction does not, by itself, make the person a party to a subscription agreement with us.

1.5Utajir and Thrive Connector

Utajir and Thrive Connector are names used by the company identified in clause 1.1 to provide its services. The Thrive Connector name is used for connection and integration services and their associated domains, including within white-label offerings. The same company remains the operator of those services and the contracting party under these Terms; displaying the Thrive Connector name in a connection interface or domain does not change that party’s identity.

1.6Partner services and payment integration

The Services may enable a customer to connect its account to services offered by partners or other providers. For payment services relating to the customer’s sales, the customer subscribes to and contracts with the payment service provider under a separate agreement for that service, while we provide the integration with the platform. The provider’s identity and the terms of its service are specified in the relevant service documents. Utajir’s obligations concerning the integration remain governed by these Terms and the applicable Features & Integrations Terms. Making an integration available does not, by itself, change the identity of the payment service provider or the party with which the customer contracts for that service.

Ravinto is an independent payment service that is ready for use and connects to Utajir through an extended technical integration. You open a payment account with its provider and contract with that provider separately from your Utajir subscription. The provider’s legal identity, relationship to the owner, terms and privacy notice are presented before you connect your account. Subscribing to Utajir neither opens a payment account nor guarantees provider acceptance.

2.1Express acceptance and formation

The agreement between us and the Contracting Customer is formed when you expressly accept these Terms through an electronic action that clearly states that completing it constitutes acceptance, such as selecting an unticked agreement checkbox and then confirming the subscription, or when both parties sign a service order that expressly incorporates these Terms. These Terms and the documents incorporated by reference are made available before acceptance so that you can review them and save a copy. If the agreed service order specifies a different effective date for the agreement, that date applies.

Merely browsing the marketing website or viewing the legal center does not constitute acceptance of a subscription agreement. If you do not agree to the terms presented, do not complete the acceptance or subscription process governed by them.

2.2Authority to accept for the customer

If you accept the agreement on behalf of a company, organization or other entity, you represent that you have the authority required to enter into it and bind that entity, and that you correctly identify the entity when subscribing. The agreement is with that entity as the Contracting Customer. Permission to access or administer an account does not, by itself, confer legal authority to accept a new agreement or amend an agreement on its holder’s behalf.

When an Agency subscribes, its acceptance concerns its contractual relationship with us. The Agency is responsible for arranging its clients’ acceptance of the terms of its own branded offering in accordance with the Agencies & White Labeling Terms. The Agency’s acceptance of these Terms does not, by itself, constitute acceptance on behalf of all its clients or create direct subscription agreements between them and Utajir.

2.3Documents forming the agreement

The “Agreement” consists of these Terms of Service, any agreed service order, the “Subscriptions, cancellation & refunds” document, and the “Acceptable use” policy. A “service order” includes the electronic subscription record confirmed as part of the acceptance process, or a written order agreed by both parties, identifying the services or plan, fees, subscription term and relevant commercial details.

The Agreement also includes the “Agencies & white labeling” terms when you subscribe as an Agency, the “Features & integrations” terms for the features or integrations you activate, and the “Data processing agreement” and its annexes to the extent we process personal data on your behalf within its scope. It also includes any other special terms expressly agreed by both parties for the relevant service. These documents are incorporated in the versions identified or made available to you at acceptance, and only within each document’s applicable scope.

A page, help resource or website link does not become part of the Agreement merely because it is published or referenced; it must be expressly incorporated. A payment service provider’s or other provider’s terms do not amend Utajir’s obligations under the Agreement. The customer’s relationship concerning that provider’s service is governed by the separate agreement for that service.

2.4Order of precedence in a conflict

The documents forming the Agreement are read together as complementary. If two provisions cannot be reconciled, the following priority rules apply to the conflicting subject matter and only to the extent needed to resolve the conflict. The remaining provisions continue to apply, without prejudice to mandatory law or rights that cannot be excluded by agreement.

First, the Data Processing Agreement prevails on matters concerning the processing of personal data that it governs. If the Agreement includes standard contractual clauses or a regulatory data-transfer addendum requiring its provisions to take precedence, that priority applies where the instrument is applicable. A service order or commercial term may not override that priority.

Second, subject to the preceding priority, a specific written amendment signed by authorized representatives of both parties prevails if it expressly identifies the provision it replaces or varies, and only to the extent of that amendment. Such an amendment may appear in a service order or a separate addendum.

Third, the specific commercial details in an agreed service order prevail over general commercial descriptions or terms for the agreed plan, fees, subscription term and usage limits. Otherwise, an applicable special document prevails over a general provision in these Terms within its subject matter: the subscriptions document for billing, cancellation and refunds; the Acceptable Use policy for usage rules; the agency terms for resale activities; and the features and integrations terms for the relevant feature or integration. If two special documents conflict, the provision more specific to the matter prevails. If they are equally specific, neither party may unilaterally select its preferred provision; the conflict is resolved by written agreement or under the Agreement’s dispute-resolution procedure.

2.5Privacy notices and separate consents

The Privacy Policy and the Cookies & Similar Technologies document explain our data practices and the available rights and choices, each within its scope. Acceptance of the Agreement does not, by itself, constitute blanket consent to all processing purposes, the use of cookies or the receipt of marketing messages. Where applicable law requires separate consent, it is requested separately and specifically, with choices and withdrawal managed under the relevant notice. The document-precedence rules do not diminish data-protection rights or obligations imposed by applicable law.

2.6Electronic records and the accepted version

Both parties agree to enter into and document the Agreement using electronic methods, records and signatures in accordance with applicable law. Acceptance is documented in a record linking the Contracting Customer and the person completing the action to the date, time and method of acceptance and the versions of the Terms and documents accepted. These records are retained to the extent and for the period necessary to administer and evidence the contractual relationship and meet legal obligations, in accordance with the Privacy Policy. The customer may request a copy of the documents it accepted through the contact channel identified in section 1. Electronic records may be relied on as evidence of the Agreement, while each party retains the right to challenge their accuracy or attribution under applicable law.

Merely publishing a new version in the legal center does not retroactively replace the accepted version. Subsequent amendments, their notices, effective dates and acceptance requirements, where applicable, are governed by the Agreement’s amendments and notices provisions and applicable law.

3.1Subscription eligibility

Subscriptions are available to individuals, companies and other legally eligible entities. An individual need not own a company or use the platform commercially. A subscriber or person accepting the Agreement or administering an account must be at least eighteen or the age of majority where they reside, whichever is higher, and have the required capacity and authority. Owning a company or using a work email does not automatically make a personal subscription a business subscription; consumer status depends on the actual purpose and applicable law.

This age threshold concerns subscriptions and business administration. It does not, by itself, determine the eligibility of store customers, course students or other recipients of customers’ offerings. Their eligibility depends on the offering, applicable law, the provider’s terms and relevant privacy requirements. The ability to create a website or course through the platform does not, by itself, authorize making it available to minors without meeting the applicable requirements.

3.2Eligible countries and activities

Availability of services, features and integrations may vary by country, business activity, plan, and the legal or operational restrictions applicable to the service. Applicable restrictions are disclosed when subscribing or before activating the relevant service. You must not request or use a service if providing it to you or your use of it is prohibited under applicable law, including sanctions or export restrictions that apply to the relevant relationship. You must not misrepresent your identity, location or activity to circumvent those restrictions or a lawful account suspension.

Acceptance of your Utajir subscription does not automatically establish your eligibility for a payment provider’s or another provider’s services. Those services may require a separate application, verification or approval under their own terms. Subsequent changes to the availability of an existing service are handled under the Agreement’s service-change, suspension and termination provisions, subject to legal requirements.

3.3Registration information and verification

You must provide accurate, complete and non-misleading information about the Contracting Customer, its representative and contact details, and the business activity or other information required for the subscription. You must update material changes without undue delay and maintain a contact channel you can access. You must not impersonate a person or entity or create an account in their name without authority.

We may request reasonable information or evidence to verify identity, eligibility or authority, prevent fraud or restore access. Requests are limited to what is necessary for the purpose and proportionate to the risk. We explain the collection purpose, whether the information is required and the consequences of not providing it, and process it under the Privacy Policy and applicable law. If necessary verification cannot be completed, we may defer opening the account or carrying out the requested action, explaining the reason and available steps to complete it where lawful and safe. Any restriction on an existing account is subject to the Agreement’s protection and suspension provisions.

3.4Subscription holder and account administrators

The subscription holder in our contractual relationship is the Contracting Customer identified in the service order or accepted subscription record. An employee or contractor who creates the account with an entity’s authority and for that entity does not become the subscription holder merely by creating it. Possession of login credentials, control of a domain or payment of an invoice does not, on its own, establish a right to change the Contracting Customer or control the account contrary to valid authority.

Labeling a user an “account owner” or “administrator” in the interface does not, by itself, transfer ownership of content or trademarks, or rights in data, to that user. For accounts provided through an Agency, our relationship with the Agency and the Agency’s relationship with its client are determined by section 1, the Agencies & White Labeling Terms and the agreement between the Agency and its client. The Agency’s technical access to its client’s account does not, by itself, establish ownership of that client’s content or data.

3.5Users, authorization and permission limits

You are responsible for selecting Authorized Users and their access levels within your plan, and informing them of the usage rules applicable to their activities. Each user must receive separate personal access through the available user-management methods, with permissions limited to what their task requires. Permissions must be reviewed when a user’s role changes or relationship with you ends, and revoked without undue delay when no longer needed. Personal login credentials must not be shared by multiple individuals or used to circumvent user limits or access controls.

You remain responsible for compliance with the Agreement by those you authorize to use the Services in your account, and for the permissions and access settings you select. A technical permission enabling a purchase, subscription change or service connection does not replace the authority required to take that action or remove the acceptance requirements in section 2. Responsibility for a breach or unauthorized use is determined by the facts, the Agreement and applicable law, without relieving Utajir of its obligations concerning service security or its own acts and omissions.

3.6Protecting credentials and integrations

You must take reasonable measures to protect login credentials, access devices and the email account used for your account, and keep passwords, recovery codes and integration access keys confidential. Where passwords are used, they must be strong and not reused across other services. You must comply with security verification measures we reasonably require to protect the account, including multi-factor authentication where it is available and required for the relevant account or action.

Access granted to integrations must be limited to the parties and purposes you authorize and the scope needed for their operation, with authorization revoked or keys replaced when it ends or exposure is suspected. You must not attempt to bypass safeguards or enable access by an unauthorized party. These duties do not constitute a guarantee that safeguards prevent every security incident or transfer all platform-security risks to the customer.

3.7Reporting unauthorized access and recovering the account

If you become aware of, or reasonably suspect, lost or exposed credentials, unauthorized access or account misuse, you must notify us without undue delay through official support channels, or through the contact channel identified in section 1 if you cannot access the account. Take available and safe measures to limit harm, such as changing affected credentials and revoking suspicious sessions or integrations where possible, and reasonably cooperate with verification and remediation. Do not send passwords, verification codes or recovery codes in support correspondence.

Restoring access or changing the primary administrator is subject to verification of the requester’s identity, role and entitlement to the action, using evidence proportionate to the risk under clause 3.3. Merely submitting a request or knowing publicly available information is insufficient to reassign the account. We may temporarily restrict at-risk sessions or operations to the extent necessary to protect the account and data, notifying the customer where lawful and safe, reviewing the restriction and lifting it when its justification no longer exists. These measures do not replace applicable data-breach notification duties.

3.8Administrator changes and account-control disputes

Changes to administrators or recovery methods must be based on valid authorization from the Contracting Customer or the relevant authorized holder. Changing the user who administers the account does not constitute an assignment of the Agreement or transfer of the subscription to another person or entity. Such a transfer is governed by the assignment provisions and, where applicable, the Agencies & White Labeling Terms. An administrator change does not, by itself, transfer a payment-provider account, domain ownership or any right requiring a separate process.

If reasonably substantiated competing claims to account control arise, we may defer disputed administrator changes, exports, deletions or other operations to the extent necessary and proportionate to protect rights and data, and request further evidence, agreed instructions from those whose entitlement is established, or a binding decision from a competent authority. A mere allegation or commercial disagreement is not sufficient evidence to transfer the account or release data to another party. If authority cannot reasonably be determined from the evidence, disputed changes remain on hold until it is clarified. Measures are subject to notice and review where lawful and safe, taking account of statutory rights, data-preservation obligations and applicable retention periods. This clause does not give Utajir authority to finally adjudicate ownership of your business or content.

4.1Agreed services and features

We provide access to the services and features included in your plan and agreed service order during the subscription term, under the Agreement. Their scope is determined by the description and limits presented to and accepted by you when subscribing or adding the service, subject to the document-precedence rules in section 2. This may include website, store and course creation, customer management, marketing, automation and other tools to the extent included in your subscription. Displaying a tool within the platform does not mean it is available on every plan or that all uses of it are included in the price.

For any future additions beyond the ready services described in our current offering, development roadmaps or demonstrations do not constitute a commitment to deliver those additions or meet a launch date unless expressly included in a binding agreement with you. This does not diminish our obligation to provide the agreed services or liability for a misleading service description under applicable law.

4.2Right of access and license to use

Under the Agreement, we grant the Contracting Customer a limited, non-exclusive right to access the platform and use its software and functions during the agreed subscription term or trial period, to the extent needed to use the authorized Services. This includes use by its employees and Authorized Users under section 3, and creating, publishing, selling or making its offerings, websites and products available to its customers through the functions intended for those purposes. Reselling access to the platform itself remains subject to clause 4.3.

This right is a license to use the platform, not a sale or transfer of ownership of its software or an entitlement to its source code. It may not be transferred or sublicensed except as permitted by the Agreement, including its assignment provisions and the Agencies & White Labeling Terms. Suspension or termination is governed by the suspension, termination and exit provisions, including data-retrieval rights. This clause does not create an independent right to revoke the license without following those provisions.

4.3Agency resale and white labeling

If your plan or agreed service order authorizes Agency activities, the right of use extends to creating client accounts, administering access to them and reselling the authorized Services under your brand, within the agreed features, quantities and customization rights. This is subject to the Agencies & White Labeling Terms, including client-agreement requirements and support and data obligations. The permission does not imply a right to distribute the platform software independently, transfer its ownership or authorize your clients to resell it in turn, unless expressly agreed.

White-label customization is limited to elements the service makes customizable or that we approve; it does not include removing legal disclosures or rights notices that must be retained. Your branding must not suggest that you own Utajir’s software or have authority to bind Utajir to commitments outside the Agreement. Offering your own products or services to your customers through a direct-use account does not, by itself, constitute reselling access to the platform.

4.4Plan allowances and the meaning of unlimited

Included quantities are defined separately for each resource, such as client accounts, contacts, storage, messages or AI credits. The plan or add-on description specifies the unit of measurement, the usage period and whether the limit renews periodically or applies to the total available resource. Where a limit applies, the consequences of reaching it are disclosed, such as stopping further consumption, requesting an upgrade or applying usage charges previously disclosed and accepted. Exceeding a limit does not, by itself, authorize a paid upgrade or charges that have not been agreed.

Where a resource is described as “unlimited”, this means there is no preset quantitative cap on that specific resource within authorized use; the description does not extend to other resources or separately billed services. For example, unlimited campaign creation does not automatically mean unlimited message sending or inclusion of messaging-provider charges. Security, acceptable-use and proportionate load-management controls continue to apply to protect the service, and any routine operational restriction materially affecting use is disclosed in advance. The description must not be converted into an undisclosed quantitative cap, and high usage alone does not constitute abuse. Actual risks and subsequent changes to limits are handled under the Agreement’s protection, suspension and amendment provisions.

4.5Add-ons, consumption and integrations

A tool may be included in a plan while some of its functions require credits, additional hosting, usage charges or a subscription with another provider. These requirements and costs are disclosed before activating the paid service or consuming the relevant resource, and accepted by an authorized person under section 2. Making a button or connection interface available does not, by itself, constitute agreement to purchase an additional service. Financial details, renewal and cancellation are governed by the Subscriptions, cancellation & refunds document and the agreed order.

Access to an integration permits use of the connection function we provide; it does not automatically grant a license to the provider’s service, approval by that provider or authority to act through its account. Connection permissions are subject to the Features & Integrations Terms and required authorizations. For payment services relating to a customer’s sales, the payment service remains with the payment provider under its separate agreement, while Utajir’s integration function is governed by this Agreement as explained in section 1. Any trial access or beta feature we offer is subject to the duration, scope and terms presented on enrollment. Conversion to a paid subscription is not presumed without an arrangement previously disclosed and accepted in accordance with applicable law.

4.6Restrictions on use of platform software

Except as permitted by the Agreement, an applicable component license or law that cannot be restricted by contract, you must not copy, distribute, rent or sublicense the platform software itself beyond the permission in clause 4.3; modify it or create software derived from it outside authorized customization tools; disassemble or reverse engineer it to obtain source code that has not been made available; or remove rights notices that must be retained. You must also not bypass access controls, usage metering or plan limits, or enable others to do so.

These restrictions do not cover creating, modifying, publishing or selling your content, applications or templates through functions intended for those purposes, exporting data you are entitled to export, or using authorized APIs and integrations under their terms. Rights in materials and components included in anything you create must be respected; ownership and licensing details are addressed in the Content & Intellectual Property section. The Acceptable Use policy applies to misuse of the Services without restricting mandatory statutory rights.

4.7Component and accompanying software licenses

If a component, template or accompanying software is made available to you under a separate or open-source license, that license governs the relevant component within its scope, subject to the document-precedence rules in section 2. These Terms do not remove rights granted by an applicable open-source license or extend a component’s license to the rest of the platform. Any Utajir software we make available for use with the Services without a separate license is subject to the usage right and limits in this section. Continued use of copies or outputs you are entitled to retain after the subscription ends is governed by their applicable license and the exit provisions; it does not create a right to continued hosting or paid services without an active subscription.

5.1Lawful business activities and offerings

You must ensure that your use of the Services and the products, content and offerings you provide through them are lawful in the markets where you operate or direct your offerings, and comply with applicable law, the Acceptable Use policy and the relevant feature terms. You are responsible for obtaining and maintaining the professional or business licenses, registrations and permits your activity requires, and the rights and permissions needed to offer and distribute materials and products. Account acceptance or the availability of a tool or template does not mean Utajir has verified the lawfulness of your business or approved a regulated product, and you must not represent otherwise to your customers.

5.2Seller identity and clear offer terms

When you sell your products or provide services in your own name, you are the party making that offering and bearing the resulting obligations to the buyer. You must display the actual seller’s or service provider’s identity, contact channels and legally required information. Utajir does not become a party to the sale or the product provider merely by making creation, sales or integration tools available. A payment provider is likewise not presumed to be the legal seller merely because it processes payments; the parties identified to the buyer must reflect the actual contracts and roles.

Before purchase, you must provide an accurate, non-misleading description of the product or service, the price and currency, fees and taxes that must be disclosed, delivery or access timing and methods, and support, cancellation, return and refund terms. For subscriptions or trials that convert to paid services, you must disclose the commitment period, charging frequency, renewal terms and cancellation method, and meet legally required consent standards. You must not use misleading outcome claims, testimonials, reviews, discounts or artificial scarcity, or conceal a commercial relationship or commission where disclosure is required.

5.3Fulfillment and customer rights

You are responsible for fulfilling orders and the commitments you make about your products and services, including shipping, delivery or access to digital content, courses, memberships and appointments, depending on your offering. You must monitor availability and fulfillment issues, inform customers of delays or inability to perform, and provide the remedies required by your contract with them and applicable law. You must provide a workable channel for complaints, cancellations, returns and refunds, and handle them within applicable deadlines. Your offer terms must not exclude mandatory consumer rights or require customers to waive them merely because digital content has been delivered or a service has started.

You must obtain the authorization required for charges you instruct the payment provider to make, monitor transaction status, submit authorized refund instructions and handle payment disputes under your contract with the buyer and the payment-provider agreement. Your records and submissions must accurately reflect the transaction and fulfillment, without fabricated evidence, unauthorized charges or duplicate refunds. The payment provider’s responsibility for executing the financial transaction is determined by its agreement and applicable law. Referring a buyer to that provider does not remove your obligations concerning the product or service you sold. The buyer’s rights of recourse against responsible parties remain protected under applicable law.

5.4Taxes, invoices and business records

You are responsible for identifying the tax, customs, registration and invoicing requirements applicable to your business and transactions, and meeting your duties to calculate, collect, report or remit taxes and charges. If law assigns a specific obligation to another party or you contract with that party for a related service, the applicable rules and agreement govern, without presuming that all your obligations transfer to it. Any calculation, invoicing or reporting tool we provide assists with implementation and does not replace checking that its settings and results are appropriate for your business circumstances. Any separate tax or accounting service, if provided, remains subject to its own agreement.

You must retain the records required by law or contract to evidence orders, delivery, invoices, consents and transactions for the applicable periods and consistently with data-protection requirements. Your subscription term or the period a record remains visible in the platform does not automatically determine its legally required retention period. You must arrange lawful retention of the records you need, subject to your export rights and Utajir’s data obligations under the Agreement.

5.5Data, campaigns and permissions

Before collecting, importing, sharing or using your customers’ data in a campaign or integration, you must identify the purpose and applicable lawful basis, provide required notices, obtain the consents or permissions required for the relevant purpose and party, and retain appropriate evidence. Public availability of someone’s details or purchase of a contact list does not, by itself, establish a right to use them for any purpose or send marketing to that person. The Agreement’s privacy and data-processing provisions apply according to each party’s role. Utajir’s Privacy Policy does not replace the notice you must provide to your customers about your own practices.

You are responsible for configuring campaign content, audiences, timing and sender identity, and complying with the rules applicable to the channel and country and the terms of the provider you use. These include prior consent where required, do-not-contact registers, an available opt-out and honoring it within the applicable period. You must apply suppression choices across your relevant campaigns and integrations and must not resume marketing to someone who opted out without a new request or valid renewed consent from that person, as permitted by law and the channel’s terms. You must not disguise marketing as an operational message to evade those requirements. If you record calls or use tracking or personalization, you must separately meet the applicable disclosure and consent requirements where necessary.

5.6Configuring and reviewing automation and AI

You are responsible for reviewing the settings you select for campaigns, integrations, workflows and automated agents, including inputs, recipients, timing, execution conditions, spending limits and permissions. You must reasonably test configurations before applying them to live data or transactions, and subject actions with financial or legal consequences, or which may expose data, to review and authorization proportionate to their risks. Enabling an automation or agent does not constitute unlimited authority. Authorized execution is limited to the instructions, permissions and limits approved by an authorized person, and any separate approvals required for transactions or data sharing remain necessary.

Before publishing or relying on AI outputs, you must review their suitability, accuracy and usage rights to a degree proportionate to the intended use, and provide human oversight and disclose automated content where required by law or the feature terms. You must monitor operational results, correct errors within your administrative control and, where possible and safe, stop an affected action if a material fault or execution beyond authorization occurs, and report the problem through our support channels. The duty to review does not make every software defect or action outside authorization the customer’s responsibility. Responsibility is determined by the facts and each party’s applicable obligations.

5.7Allocation of responsibilities and cooperation

These duties apply to the Contracting Customer in relation to the business it operates, the offering it provides or the action it authorizes. If you are an Agency, you are responsible for the service offering you sell under your name, your obligations to your clients and the activities you undertake or administer on their behalf with valid authority. Responsibilities for an Agency Client’s business are allocated under your agreement with that client, the Agencies & White Labeling Terms and applicable law. Providing the account does not, by itself, make you the seller of every product your client sells. The Agency must meet the requirements for including platform-use rules in its client agreements, as explained in section 1.

You must reasonably cooperate in addressing a complaint or violation concerning your use of the Services, provide accurate information proportionate to the request and preserve evidence that must be retained without disclosing unnecessary data. Reports, corrective measures and restrictions are handled under the Requests & Reports document, the Acceptable Use policy and the suspension and termination provisions. These duties do not transfer to the customer Utajir’s obligations concerning the services it provides, their security, its data processing or its execution of authorized instructions, or the payment provider’s obligations under its agreement or law. They do not create an indemnity or liability exclusion outside the Agreement’s provisions governing those matters.

6.1Customer Content and its rights holders

In this section, “Customer Content” means data and materials that you or those you authorize upload, enter, collect or create through the Services for your account, including text, images, recordings, courses, product and contact data, and designs and templates you create. It excludes Utajir’s software and materials and components supplied by another provider under a separate license; AI outputs are also subject to clause 6.5. Existing rights in Customer Content remain with their respective holders, whether you, an Agency Client, an author or another licensor. Uploading, creating or hosting content through the Services does not transfer its ownership to Utajir.

If you act for another party, including as an Agency, you must obtain the authority and rights needed to submit and manage its content and grant the operating permissions below. Ownership of work you prepare for a client, and the rights to hand it over and use it, are determined by your agreement with that client and applicable law; administrative access or payment of the subscription does not, by itself, establish ownership. References to rights in data do not imply ownership of individuals or their personal information, or diminish data-subject rights or privacy obligations.

6.2Limited operating license and its duration

To the extent you own or are entitled to license the relevant rights, you grant us a non-exclusive license, without a separate license fee, to host, store, copy, transmit, display and make Customer Content available, and perform necessary processing and technical adaptations, only as needed to provide, secure and maintain the agreed Services, resolve faults and carry out your authorized instructions. Depending on the feature you use, this may include preparing files for display, sending your campaign to recipients you specify or making your course available to its authorized audience. This license does not authorize changes to the substance of your content or publication to a wider audience than you select, except under your instructions or as required by law. Its geographic scope extends only as needed to deliver the Services, subject to the Data Processing Agreement and any agreed processing-location and data-transfer commitments.

We may enable service providers we engage to exercise these rights only as needed to perform their tasks for us, subject to applicable confidentiality, security and data-processing obligations, without granting them rights under this license to exploit the content for their own independent purposes. Sending content to an integration you select is subject to the connection permissions, instructions and relevant service terms. The operating license does not, by itself, authorize selling Customer Content, reusing it in Utajir’s marketing or training general-purpose models or models shared across customers. Any separate use requires a clear arrangement disclosing its purpose and scope and accepted separately, together with compliance with applicable law. Content does not become non-confidential merely because it is uploaded to an account or sent to support.

This license ends for the relevant content when its deletion is completed under the Agreement or it is no longer needed to provide the Services, except to the extent and for the period necessary to complete export or deletion, retain backups until their deletion cycle ends, or meet a legal retention duty. Retained copies remain subject to safeguards and purpose restrictions; retention does not authorize new exploitation. The effects-of-termination provisions, Data Processing Agreement and applicable retention policies govern the periods and procedures. Ending hosting alone does not recall copies you previously made lawfully available to recipients or cancel usage rights you granted them; deletion requests and statutory rights remain subject to applicable law.

6.3Platform and trademark rights

Rights in the platform software, interfaces, documentation, original materials and our developments of them remain with Utajir or the rights holders who license them to us, excluding Customer Content and the rights identified in this section. Your rights to use them are governed by section 4 and applicable specific licenses. A subscription does not grant a right to register the Utajir or Thrive Connector marks or use them to imply platform ownership, a partnership or endorsement that has not been agreed. White-label permissions and authorized trademark uses remain subject to the Agency terms and the relevant permission; this clause does not restrict lawful descriptive references permitted by law or uses we expressly authorize.

You must not use a domain, subdomain, account name or mark identical or confusingly similar to يتاجر, Utajir or Thrive Connector where it is likely to mislead others about identity, ownership, endorsement or association with us. This includes deliberate misspellings, visually similar characters, added words or hyphens, or a different domain extension where confusion remains. We may refuse connection or publication, disable an offending connection and require correction. Serious or repeated violations or deliberate impersonation may result in permanent account termination under section 11’s notice and review procedures. These measures neither transfer domain ownership to us nor immediately destroy all data; export, deletion and lawful retention rules continue to apply. This clause does not prohibit lawful descriptive references that do not imply association or uses we authorize in writing. A mistaken refusal may be challenged at contact@utajir.com.

6.4Templates, licensed materials and client work

The Services may include templates, images, fonts, code or other materials that we or their providers make available under specific licenses. Buying, customizing or incorporating a template into a project does not transfer ownership of the underlying material or authorize its standalone resale. Material restrictions, such as permitted project or account counts, commercial-use, export and client-handover rights, and continued use after a subscription ends, are disclosed before the relevant purchase or use. A preview or illustration does not automatically license every item shown in it. Applicable open-source licenses and statutory exceptions remain preserved in accordance with clauses 4.6 and 4.7.

You retain your rights in original additions you create, subject to the rights in pre-existing or incorporated materials and their applicable licenses. When creating work for an Agency Client or handing it over, each component’s license must permit the intended use and handover. If bespoke design or development work is agreed outside the ordinary subscription, its order must specify deliverable rights, pre-existing components and their licenses, and handover terms; payment of a platform subscription alone does not determine ownership of that work. Platform export rights are governed by section 4 and the data-retrieval provisions; export does not broaden a restricted license.

6.5AI inputs and outputs

When you use an AI feature, you retain your rights in the inputs you provide, and Utajir does not claim ownership of outputs created for you merely because they are generated through the platform. The feature terms specify output usage rights and any material provider-license restrictions before activation, while preserving rights in pre-existing materials the outputs may contain. Making an output available does not establish that it qualifies for copyright protection, is exclusive to you or is free of third-party rights. Protection may vary with the nature of the work and applicable law, and different users may receive similar outputs. The review and use requirements in clause 5.6 apply.

Sharing inputs and outputs with an AI provider is subject to the feature’s specified purpose, instructions and permissions and the applicable data-processing documents. Using the feature does not automatically authorize training general-purpose or shared models on your content, as provided in clause 6.2. Configuring a feature specific to your account using content you select for that purpose is governed by the instructions and disclosed terms for that configuration. This clause does not grant a license to the provider’s model or source code, or create an indemnity for output claims beyond what is expressly agreed in the provisions governing that matter.

6.6Voluntary product feedback

If you voluntarily provide an idea or suggestion for improving the Services with the intention that we use it for that purpose, you grant us, to the extent of your rights in it, a non-exclusive, worldwide, royalty-free license to use, adapt and incorporate that suggestion into our products and services and market and license the resulting improvements. The license survives the subscription and cannot be withdrawn for authorized uses, without requiring us to implement the suggestion, pay for it or attribute the improvement to you, unless otherwise agreed in writing. The license is limited to the suggestion submitted for that purpose and does not transfer ownership of your business, products or other content.

Account data, a support ticket, a complaint or a security report does not become development material available for reuse merely because it is sent to us. The feedback license excludes personal data, confidential information and third-party materials you are not entitled to license; those materials remain subject to their applicable protections even if attached to a suggestion. Submitting feedback does not waive a claim or legal right or authorize use of your name or logo in marketing.

6.7Using customer identity and content in marketing

Acceptance of these Terms alone does not authorize Utajir to display your name or logo in a customer list or publish a testimonial, case study or account screenshot for marketing. This requires separate, documented prior permission from an authorized person, including by electronic means, identifying the materials, purpose, channels, scope and any agreed duration. Permission does not extend to your customers’ data, brands or work without the necessary rights and permissions, and an Agency’s permission does not replace that of the relevant brand owner or its authorization. We must follow the approved materials and scope without distorting a testimonial or implying a broader endorsement.

You may request that marketing use stop through the contact channel identified in section 1. On receiving a valid request from an authorized person, we will stop new uses, remove the materials from digital channels we control within a reasonable period or any shorter legally required period, and take reasonable steps to stop campaigns we operate through providers. This does not make prior use under valid permission unlawful or guarantee recall of printed copies already distributed or copies independently republished outside our control, but it does not authorize continued new distribution after permission is withdrawn. Personal-data and deletion rights remain subject to applicable law.

6.8Infringement reports and preservation of rights

If you believe content available through the Services infringes a right you hold or are authorized to represent, you may submit a report under the Requests & Reports document identifying the right, material, location, your authority and the basis of the allegation, or use the contact channel identified in section 1. Reports, responses, restrictions and removals are handled under applicable law, the Acceptable Use policy and the suspension provisions, with notice and an opportunity to respond where lawful and appropriate. A report alone is not a final determination of infringement or a transfer of ownership. This section does not replace judicial procedures or mandatory rights, contain a blanket waiver of authors’ moral rights, or allow anyone to license rights beyond their authority.

7.1Relationship data and privacy notices

The Privacy Policy explains how Utajir processes personal data for which we determine the purposes and means of use, including, depending on the interaction, representative and user data needed for subscription administration, communications, support, billing, account security and our legal obligations. We bear the obligations that applicable law attaches to our role in that processing. This description does not automatically extend to all data in your account; processing your customers’ data to carry out your instructions is governed by clause 7.2.

The applicable privacy notices describe data categories, purposes, lawful bases, recipients, retention, rights and how to exercise them, with collection or feature notices provided where required. Acceptance of these Terms does not replace any separate consent required for cookies, marketing or other processing purposes under clause 2.5. Providing someone’s details in connection with a subscription does not automatically make that person a party to the subscription agreement or remove their data-protection rights.

7.2Processing on the customer’s behalf and the DPA

When we process personal data within Customer Content on your behalf and under your instructions, such as storing contact data, managing your store’s orders or carrying out your campaigns, the Data Processing Agreement and its annexes (the “DPA”) apply as part of the Agreement under section 2. If you determine the purposes and means of that processing, you act as controller and we act as processor for it. If you process data for another controller, including where an Agency manages its client’s data under that client’s instructions, Utajir acts as a subprocessor within that chain. The applicable annex specifies processing details, data and data-subject categories, and duration.

Roles are determined for each activity by the facts and applicable law, rather than by a plan name, account ownership or a party’s description of itself. The same party’s role may differ between administering its business relationship and processing another party’s data. Controller, processor and equivalent local-law terms are understood within their applicable legal frameworks, including the concept of a “data user” under Hong Kong law. An Agency must obtain the contractual authority required to engage us and pass instructions to us. Use of the Thrive Connector name, which is used by the same company under clause 1.5, does not create a subprocessor with a separate legal identity.

7.3Documented instructions and purpose limits

We process data covered by the DPA in accordance with documented instructions from an authorized person and within the agreed Services. Instructions may be set out in the Agreement, account settings and commands issued by an authorized user through the relevant features, or written instructions accepted by both parties. Technical access does not confer authority beyond the instructing party’s rights. The content license in section 6 does not authorize independent uses of data or training general-purpose or shared models without meeting the requirements in that section, the data-protection documents and applicable law.

If we determine that an instruction infringes applicable data-protection law, we will inform you without undue delay and as promptly as the law requires, and may pause the affected processing until the instruction is lawfully clarified or corrected. If a law applicable to us requires processing beyond your instructions, that processing is limited to what is required and remains subject to applicable restrictions and safeguards; we will notify you of the requirement before processing unless legally prohibited. This exception must not be used to bypass mandatory data-transfer or disclosure requirements. Official requests are handled under the Requests & Reports document and the DPA.

7.4Lawful data handling and customer authority

Within your role, you are responsible for identifying lawful purposes and the legal basis for collecting, using and making data available to us, and for providing notices and obtaining the necessary consents and authority under clause 5.5. You must limit data to what the purpose requires, take reasonable steps to ensure accuracy and correction, and configure users, integrations, recipients and their access rights. Being the subscriber or Agency does not, by itself, authorize using your clients’ data for your own purposes outside the relevant lawful basis and authority. Utajir’s obligations for its processing and the security of its Services remain in place; this allocation does not transfer all data-protection responsibilities to the customer.

Before using the Services to process data requiring special safeguards or arrangements, such as health data, identifying biometric data, children’s data or sensitive payment data, you must verify that the service scope and feature terms permit it and complete any agreement or controls required by law or identified by us as necessary for the relevant service before processing. An input field or file-upload capability does not mean the service is approved for every regulated sector or data category. Applicable restrictions are disclosed in advance in the service description, DPA and feature terms. This clause does not presume that Utajir receives payment-card data or verification documents held by the payment partner.

7.5Security, confidentiality and subprocessors

We must implement technical and organizational measures appropriate to the risks and nature of processing under applicable law, the DPA and the agreed security-measures annex. Access by our personnel and those we engage is limited to what is needed for their authorized tasks, with appropriate confidentiality obligations and access management. Support or maintenance access is not blanket permission to inspect all account data or use it for another purpose. Your responsibilities for protecting your access credentials and settings under section 3 remain in place without replacing our duties.

Engaging a provider to process data on our behalf is subject to the authorization and contracting requirements in the DPA. The subprocessor list identifies the relevant entities, services and processing locations, and the specified procedures for change notices, objections and their resolution apply. We must impose appropriate data-protection obligations equivalent to those applicable to the processing assigned to the subprocessor and remain responsible for performance of its obligations as required by law and the DPA. Not every integration a customer selects is an Utajir subprocessor; that depends on who engages it and the service’s actual role.

7.6Processing locations, transfers and integrations

Relevant hosting, processing and access locations are identified in the applicable processing documents, provider disclosures and any agreed specific commitment. The company’s registration in Hong Kong is not a guarantee that all data is stored or accessed only there. Where a transfer to another country, including remote access where legally treated as a transfer, requires safeguards or a specific transfer mechanism, we must meet those requirements under the DPA and applicable law before the relevant transfer, including required assessments and supplementary measures. Mere acceptance of the Terms or the content license does not replace those requirements.

When an integration is enabled, the data and permissions exchanged depend on the function you authorize and its terms and notices. For your sales, the payment service remains with the payment provider you contract with under clause 1.6, while Utajir supplies the connection and processes what it needs for that function within its disclosed role. The provider may have independent obligations for its processing under its agreement and applicable law; this does not release Utajir from its obligations for the integration and data it processes. Disconnecting alone does not delete copies previously lawfully transferred to the provider or terminate its contract; those matters are handled under the applicable documents and rights.

7.7Rights requests, assistance and breach notices

We handle individuals’ requests concerning processing whose purposes we determine under the Privacy Policy and applicable law. For requests concerning data processed on a customer’s behalf, we route the request to the authorized party and cooperate in handling it under the DPA, without disclosing or changing data for someone whose entitlement is unverified and subject to any direct legal duty we have. Depending on the nature of processing, available information and applicable obligations, assistance includes access, correction, deletion and portability requests where those rights apply, impact assessments, regulatory consultation, and compliance information and audits under the DPA’s arrangements. Cooperation procedures or an Agency dispute must not be used to obstruct a mandatory right or exceed a statutory deadline.

If we become aware of a personal data breach affecting data we process on your behalf, we will notify you without undue delay, provide available information and necessary updates, and take containment and remediation measures under the DPA and applicable law. Required notification must not be delayed merely because the investigation is incomplete. Responsibility for notifying regulators and individuals follows each party’s role and applicable law, with cooperation from both of us as required; our notification to you does not release either party from an independent duty. If you are an Agency receiving notice for your client, you must pass it to that client’s authorized contact without undue delay. The DPA specifies notification requirements, channels and details, without assuming one deadline applies to every incident or country.

7.8Export, return and retention of data

Account-data export rights, formats, timeframes and the consequences of subscription termination are specified in the data-retrieval provisions and the DPA. When the processing services end, we return or delete the covered personal data in accordance with the authorized party’s choice and the DPA and applicable law, and delete remaining copies unless legally required to retain them. Return of data through an Agency is subject to verification of authority, the authorization chain and its client’s rights. An export request does not authorize disclosure of other customers’ data or materials the requester is not entitled to receive, and data-subject rights do not lapse merely because the subscription ends.

If a backup cannot be erased immediately under the deletion cycle specified in the DPA, it must be kept beyond ordinary use and protected until deletion within the applicable period; data previously requested for deletion must not be returned to ordinary use if a backup is restored. Legally required retention is limited to the necessary purpose and period with continued protection. Subscription or billing records that we process for our own lawful purposes are subject to the retention periods described in the Privacy Policy and applicable law, without extending that treatment to the customer’s entire database. This clause does not create a new retention period or a right to continue using content beyond clause 6.2.

8.1Information covered by confidentiality

“Confidential Information” means non-public information that one party, or someone lawfully representing it (the “Disclosing Party”), discloses or makes accessible to the other party (the “Receiving Party”) in connection with negotiating, providing or using the Services, where it is identified as confidential or a reasonable person would understand its confidential nature from the information and the circumstances of disclosure. This includes written, oral and electronic disclosures and information viewed during support, demonstrations or authorized access; protection does not require every item to be marked “confidential”.

Depending on the circumstances, Confidential Information includes non-public business and customer data, business plans and negotiated pricing, credentials and integration keys, unpublished technical and security details, support materials and Customer Content not intended for public release. It includes information belonging to an Agency Client or another person that the Disclosing Party is entitled to make available in this context, without transferring its ownership to that party. Terms, prices and information already lawfully published for the public remain outside this description; confidentiality does not make the agreement published in the legal center a document that cannot be shared.

8.2Exclusions and their limits

Confidential Information excludes information the Receiving Party can establish through reliable evidence: was publicly available, or lawfully became public, without breach of a confidentiality duty; was lawfully in its possession before receipt from the Disclosing Party without an obligation restricting its use or disclosure; was lawfully received from another party entitled to disclose it without a confidentiality restriction; or was independently developed without using or referring to the Confidential Information. An unsupported assertion of prior knowledge or independent development is insufficient.

An exclusion applies only to the information that meets its conditions. A confidential compilation does not lose protection merely because some individual elements are publicly available. Loss of confidential status does not create a copyright or trademark license or authorize personal-data processing for any purpose. Privacy, intellectual-property and separate-permission requirements remain applicable within their scope, including the customer-publicity requirements in clause 6.7.

8.3Mutual protection and permitted use

Each party must protect Confidential Information it receives with at least the care it applies to its own similar information and no less than reasonable care, while meeting any higher standard required by law or the DPA. It may use that information only as necessary to provide or use the agreed Services, perform its obligations and exercise its lawful rights in the contractual relationship, or for another purpose the Disclosing Party authorizes in writing within its authority. Copying, access and sharing must be limited to what that purpose requires, with confidentiality notices and appropriate safeguards maintained.

Receiving information does not authorize its reuse to develop an independent business, market it or train general-purpose or shared models on it outside the permissions in sections 6 and 7. Retaining its details in a person’s memory does not authorize their exploitation. This section does not prohibit independent development or the use of general experience and skills where that use does not involve using or disclosing Confidential Information, and does not create a general non-compete obligation or transfer ownership of information.

8.4Authorized recipients and Agency accounts

Information may be made available to personnel, contractors, service providers and professional advisers whose tasks require it for a permitted purpose, provided that, before access, they are bound by confidentiality and protection obligations no less protective than those applicable here, under an appropriate contract or professional or legal duty. The party making information available must limit access to the actual need and is responsible for those recipients’ breaches of these obligations concerning that information, subject to the applicable liability provisions. Subprocessor engagement and data transfers are also governed by section 7 and the DPA. An Agency’s access to a client account does not authorize showing its information to another client or reusing it in another offering; one client’s permission does not extend to other clients’ information. Membership of a corporate group alone likewise does not confer access or sharing rights.

8.5Compelled disclosure and preserved rights

If applicable law or a binding order from a competent authority requires disclosure, the Receiving Party may disclose only what is required after reasonably verifying the request’s validity and scope. Where legally permitted, it must give the Disclosing Party advance notice without undue delay, provide information needed to seek protection or challenge the request, and reasonably cooperate in seeking confidential treatment or narrowing disclosure, without breaching a binding requirement or deadline. A prohibition on notice does not authorize disclosure beyond what is required. Applicable data-transfer and disclosure restrictions and the DPA remain binding; an informal request is not automatically a legal requirement.

This section does not prevent confidential legal advice, complaints or reports to a competent authority, cooperation with an investigation, or the exercise of a right or a disclosure protected by law, within the limits permitted by law. The other party’s permission or advance notice is not required where it cannot lawfully be imposed. Disclosure must be limited to necessary information and other information protected where required. Confidentiality must not be used to prevent a lawful account of an experience with the Services that does not reveal protected Confidential Information or data that may not be disclosed.

8.6Confidentiality incidents and remedies

If the Receiving Party becomes aware of unauthorized access, use or disclosure involving Confidential Information it received, it must notify the Disclosing Party without undue delay where legally permitted, take reasonable steps to stop the breach, limit its effects, preserve evidence and cooperate in remediation, and provide available information and necessary updates. This does not replace personal-data-breach notification under clause 7.7. The affected party may seek urgent measures or remedies from a competent authority under applicable law and the dispute-resolution provisions. This section does not create an automatic entitlement to damages or an injunction, change the liability provisions or allocate all remediation costs to either party.

8.7Return of information and deletion of copies

When Confidential Information is no longer needed for a permitted purpose, or on a lawful request from the Disclosing Party, the Receiving Party must return or securely delete the information it received, as requested and under the applicable provisions. This includes copies and extracts containing that information and information made available to authorized recipients within its control and obligations toward them. If a request during the subscription affects the ability to provide an agreed service, the relevant party must explain that effect and its consequences are handled under the Agreement, without using it to obstruct a mandatory right. Account data and Customer Content are subject to the return, export and deletion procedures, formats and periods in clause 7.8, the effects-of-termination provisions and the DPA.

This does not prevent limited retention required by law, retention lawfully necessary to establish or defend a right where the applicable provisions permit it, or a backup remaining until deletion under the prescribed cycle. Retention must be limited to what is needed for the applicable purpose and period, with restricted access, continued protection and no ordinary use or commercial exploitation. An internal retention policy alone does not override deletion instructions, the DPA or applicable law, and this exception must not extend personal-data retention contrary to clause 7.8. Reasonable confirmation of return or deletion must be provided on request, identifying any excepted retention and its basis to the extent legally permitted.

8.8Survival and relationship with other agreements

The protection, non-use and non-disclosure obligations continue after the subscription or Agreement ends or information is returned, for as long as the information meets the definition of Confidential Information and no lawful exclusion applies, without removing liability for an earlier breach. Trade secrets remain protected while they meet the requirements for protection, and retained data remains subject to its safeguards until deletion under the applicable provisions. This section does not change the content, feedback or publicity permissions in section 6, and the DPA’s priority in its subject matter under section 2 is preserved. Any separate confidentiality agreement between the parties is read within its scope and agreed order of precedence; this section does not implicitly cancel specific protection agreed in writing.

9.1Agreed fees and billing periods

You must pay the fees due for the plan, add-ons and usage you validly order or authorize, under the agreed service order and the “Subscriptions, cancellation & refunds” document. Before acceptance, the included services, amount or calculation method, currency, due date, commitment term, billing cycle and any mandatory charges or special-offer conditions must be disclosed. The subscriptions document forms part of the Agreement under section 2 and is read together with these provisions without changing the order of precedence established there.

If an annual subscription is presented as a monthly equivalent for comparison, that does not mean payment is collected monthly; the total annual amount due and its collection timing must be clearly stated before subscription. The commitment term is not necessarily the same as invoice frequency or usage-allowance renewal unless the accepted offer says so. A resource allowance may renew monthly within an annual subscription; that renewal does not make the subscription cancellable monthly or make the entire year’s allowances available in advance unless its terms provide for that.

9.2Subscription payment, authorization and invoices

Utajir subscription payment methods, the party collecting the amount, the service provider’s identity and the invoice issuer are identified in the subscription process and documents. You must provide accurate, current billing details and use a payment method you are authorized to use. Any authorization for recurring charges or retries to collect an amount due is limited to the disclosed and accepted scope, amounts or calculation method and timing, under applicable law and payment-method terms. Merely storing a payment method or connecting a payment-partner account does not authorize unagreed charges or debits from another account.

The offer must state whether applicable taxes and mandatory charges are included or added, and disclose the total payable or its calculation basis where it cannot be determined in advance, as required by applicable disclosure rules. Currency-conversion or payment-issuer fees are governed by the charging party’s terms, with any fees we impose disclosed. The parties must cooperate in providing accurate tax details and correcting invoices and errors, and each party bears its legal obligations. This clause does not authorize a tax that is not due or transfer Utajir’s income taxes to the customer; tax and withholding matters are governed by law, the subscriptions document and the agreed order.

9.3Optional services, usage and credits

Some functions may require a paid add-on, usage credits or a subscription with another provider even if the tool’s interface is included in your plan. Before paid activation, the service provider, fees or charging rate, usage unit, applicable credit renewal, expiry and rollover terms, and billing party must be disclosed. Activation and acceptance must be completed by an authorized person under section 2, with the data and integration permissions required by section 7 and the feature terms. Plan limits and the meaning of “unlimited” remain governed by clause 4.4.

Reaching a usage limit does not imply authorization for paid overages, automatic credit top-ups or a plan upgrade. If offered, these options require prior disclosure and acceptance of how they operate, their amounts or limits and how to disable them. Credit calculation, consumption order and treatment of unused credits are specified in the subscriptions document and add-on terms; paid and promotional credits are not treated identically without disclosure. Displaying a service-usage balance in the platform does not give Utajir rights to dispose of the customer’s sales proceeds held by a payment provider.

9.4Renewal, changes, cancellation and refunds

The subscriptions document and accepted order govern the duration of any trial or offer, any conversion to a paid service, renewal, upgrades, downgrades, cancellation and refunds. Automatic renewal or paid conversion is not presumed without clear disclosure and valid acceptance covering the amount or its basis, timing and cancellation method. Price or plan changes are subject to required notice and acceptance and the Agreement’s amendment provisions. Updating the pricing page alone does not change the fees for a period whose price was already agreed or justify unagreed retroactive charges.

The subscriptions document specifies the cancellation method, effective date and effect on access, add-ons, fees and credits, and the applicable procedure must provide evidence of submission or completion. Refund eligibility, amount, method and timing follow that document, the accepted offer and applicable law, including correction of incorrect or duplicate charges. The duty to pay is not an absolute prohibition on refunds or a waiver of mandatory rights. This section alone does not establish a refund guarantee for a particular period or prorated refunds in every case.

9.5Customer sales payments and payment-provider charges

Your Utajir subscription fees are distinct from payments your buyers make for your products or services. To obtain payment services for those sales, you subscribe to and contract with the payment provider under its agreement, while Utajir provides the integration under clause 1.6. Verification and acceptance requirements, processing fees, settlement, reserves or holds, disputes and refunds for those transactions are governed by the payment-provider agreement and applicable law. A successful connection does not establish final provider approval of the business or guarantee payout availability or timing.

Providing an integration or displaying transaction data does not make Utajir a bank or a wallet for your sales proceeds, and these Terms alone do not authorize it to hold or settle those funds or deduct its subscription fees from them. Any financial instructions enabled by the integration must rest on valid authority within its scope and the payment-provider agreement. Utajir remains responsible for its obligations concerning the integration, execution of instructions and data it processes. Referring payment services to the provider does not remove those obligations or statutory rights of recourse. Your responsibilities for offerings, fulfillment and buyer rights remain governed by section 5.

9.6Billing between an Agency and its clients

If you are an Agency purchasing Services from us and offering them under your own name, you are responsible for your subscription fees and orders with us and must specify your own offering’s charges, billing, cancellation and refunds in your client agreement under the Agency terms and applicable law. Failure to collect from a client does not replace payment of amounts due to us, subject to any contractual or legal right to dispute a charge or receive a credit or refund. An end client’s claim concerning an amount paid to the Agency is directed to the party that contracted with the client and collected it, without removing any legal duty Utajir has. Payment to the Agency does not create a direct subscription agreement with us, and settlement of the Agency’s fees with us does not automatically settle its client’s payment or refund claims.

9.7Billing errors and failed payments

If you identify an unauthorized or duplicate charge or an error in an Utajir invoice, notify us through support or the contact channel in section 1, providing the information needed to investigate without sending payment secrets. We will review the claim and cooperate in correcting errors under the subscriptions document and applicable law. An invoice or automated record does not make an amount final and unchallengeable, and a mandatory right is not lost merely because a disputed amount remains unpaid. Undisputed amounts due remain payable. Failed collection, retries, notices and any service restriction are governed by the subscriptions document and the suspension and termination provisions, without creating penalties, reactivation fees or collection costs not established there or by law.

9.8Distinguishing cancellation, disconnection and account deletion

Stopping use of the platform alone is not a request to cancel an existing subscription; cancellation follows the disclosed procedure and applicable rights. Cancelling renewal, ending an add-on, disconnecting an integration and deleting an account and its data are distinct actions. Cancelling an Utajir subscription or disconnecting an integration does not automatically terminate your agreement with a payment or other provider or refund its fees. The relevant service must be ended under its own terms, and amounts due, refunds and pending transactions remain governed by its agreement and applicable law. End of access, data export and deletion follow the effects-of-termination provisions, section 7 and the DPA. This distinction does not authorize continued Utajir charges for a service whose renewal was validly cancelled or that validly ended, beyond amounts remaining due under the Agreement.

10.1Service operation and support

We provide the agreed Services with reasonable care and skill. Support addresses use of Utajir functions within the scope disclosed for your plan. A subscription does not by itself include running your business, executing campaigns, custom development or support for every external program. Agencies support their clients under their client agreements and escalate platform issues to us.

General support and billing contact is contact@utajir.com. A standard plan includes no round-the-clock support or fixed response-time promise; any additional hours or service level are stated in your accepted offer. This does not change legally required complaint, request or notification deadlines.

10.2Maintenance and interruptions

Maintenance, updates or urgent remediation may affect access. We use reasonable efforts to reduce disruption, give advance notice of materially disruptive planned maintenance where practicable, and provide useful updates during an interruption. An interruption is not automatically a breach: its cause, duration and the agreed obligation must be assessed, without excluding our responsibility for failures within our obligations.

10.3Feature changes and retirement

We may develop the Services and change their implementation while preserving the material functionality agreed for the paid term. If a material feature cannot continue, we explain the change, its timing and available alternatives, allowing a reasonable transition where circumstances permit. If this causes a material reduction and no reasonably equivalent alternative is available, you may terminate the affected part and receive prepaid fees for its unused term, without limiting mandatory rights. Security risks or legal requirements may require faster action and subsequent notice to the extent permitted.

10.4Beta features and service levels

Beta features must be identified before activation, with their limits, charges and support governed by the particular offer. Describing the platform as secure or available does not establish a particular uptime, response or recovery commitment. Outage credits or a service-level agreement apply only if expressly included in your Order or an agreed addendum; their absence does not remove our other obligations or your legal rights.

11.1Grounds for restricting access

We may restrict the affected part of the Service on reasonable grounds indicating a material breach, an actual security risk, unlawful use, a binding order, or overdue undisputed fees after the nonpayment procedure has been followed. Action is limited to what is necessary to protect the Service and people and comply with law. High levels of permitted use alone are not a breach.

11.2Notice and opportunity to remedy

Where notice would not increase the risk and is legally permitted, we explain the reason, scope, required steps and reasonable cure period before suspension or termination. Immediate action may be taken if delay exposes people, data or systems to serious harm, followed by permitted information as soon as practicable. We restore access when the grounds are resolved following appropriate verification. Decisions may be challenged through Requests & Reports.

For a remediable breach not requiring urgent action, the cure period is 14 calendar days from notice, or a reasonably longer period where needed and diligently pursued. Nonpayment follows the Billing Policy’s specific period. No waiting period applies where law requires immediate cessation or delay exposes people, systems or data to serious risk.

11.3Ending a subscription or the Agreement

You may cancel renewal under Subscriptions, Cancellation & Refunds, or terminate for our material breach that remains unremedied for a reasonable period after specific notice. We may terminate for your material breach under the same cure principle, or for an irremediable breach or conduct that law requires us to stop. If we permanently discontinue a paid Service without your breach, we provide reasonable notice and transition and return prepaid fees for the undelivered period. Termination does not permit forfeiting sums that must be refunded by law or contract.

11.4Proportionality for agency accounts

Where an issue is confined to a user, subaccount or integration, we restrict that part where separation is feasible and safe, considering clients who did not cause the breach. Wider action may be necessary for a shared risk or where the Agency's own contract is unpaid or terminated. This does not automatically create a direct contract with Agency clients; continuity, transfer and data retrieval follow the Agency Terms and valid authority.

12.1Access and amounts due at termination

When a Service ends, the access licence for that part ends, except for any agreed limited retrieval access. Fees due for delivered services or valid prior commitments remain payable, and refunds and credits are calculated separately without double collection or recovery. Termination alone does not accelerate all future renewal fees.

12.2Retrieving and transferring data

The authorized party has 30 days from service end to retrieve its data, with an account-email reminder at least 7 days before that window closes. Request export at contact@utajir.com if sign-in is unavailable. We provide transferable data in formats available for the function, including structured data files and original files where applicable; this excludes Utajir code, others’ data and materials you lack authority to transfer. Ordinary export has no additional fee; bespoke migration requires an offer you accept. We extend the window for delays we cause and do not delete requested data while processing a valid retrieval request received within it. A legal order or security risk may restrict delivery, with a lawful alternative where feasible.

If the Service is covered by the EU Data Act’s switching rules for data processing services, mandatory rights and periods prevail over any less protective term here. Contractual switching notice is no longer than two months, and the initial transition period is no more than 30 calendar days, subject to legally permitted exceptions and disclosures, followed by at least 30 days for retrieval. We charge no switching fee where prohibited and, in any event, no such fee from 12 January 2027 for covered switches; before then it does not exceed permitted, disclosed direct costs. This does not expand third-party material licences or cancel independently and lawfully due service charges.

12.3Deletion and limited retention

Customer data is handled after termination under return or deletion instructions and the DPA. Data retained for a specific legal obligation or an approved backup cycle is isolated from ordinary use and deleted when that reason or cycle ends. Retaining an invoice does not justify keeping all account content. Relationship-administration data processed for our independent purposes follows the Privacy Policy and relevant retention criteria.

12.4Connections and surviving provisions

You must end external contracts you no longer want and stop relevant campaigns and scheduled tasks; within our control, we stop processing that depends on expired service authority. Disconnecting does not erase a provider's existing copies. Provisions needed by their nature to resolve existing rights survive, including confidentiality, ownership, amounts due, limited data handling, liability and disputes, without extending access licences or charges for an ended Service.

13.1Our service commitments

We undertake to perform the Services with reasonable care and skill and the agreed material functionality, and to have authority to grant the rights we grant under the Agreement. If the Service fails to meet these commitments, notify us with assessable details so we can pursue appropriate remediation. This process does not confine your rights to an unsuccessful repair or prevent termination, refund or compensation due under the Agreement or law.

13.2Business outcomes and generated information

The platform provides tools; we do not guarantee sales volumes, profits, search rankings, message delivery or acceptance by a payment provider. Examples and demonstrations do not predict your particular results. AI output may be inaccurate or non-unique and requires review appropriate to its use. This does not automatically transfer responsibility for a platform fault or our specific undertaking to you, or exclude liability for an unlawful misleading claim.

13.3Practical limitations and mandatory rights

We do not promise a service that never interrupts, contains no error or works with every system you select. Assess suitability for your activity and sector requirements before use. Exclusions apply only to the extent permitted by law and do not cancel an express warranty in your Order or non-waivable protection. An external program's warranties do not extend to us, and its terms do not excuse our own integration obligations.

14.1Loss and causation

Each party bears liability arising from its breach or conduct under the Agreement and law, subject to causation, proof of loss and reasonable mitigation. The same loss cannot be recovered twice. Reasonable costs to restore data damaged by an established breach are not excluded merely because they concern data; their nature is assessed under law and the agreed provisions.

14.2Financial liability limits

For business and professional subscriptions, subject to the following exceptions, mandatory law and any applicable reasonableness requirement, each party’s aggregate liability for Agreement claims is limited to the greater of all fees paid or payable under the entire Agreement during the twelve months preceding the first event giving rise to the claim, or USD 100 or its equivalent in the contract currency. Claims from the same event are aggregated; individual users and subaccounts do not create separate caps. Claims for breach of confidentiality, data protection or the intellectual-property indemnity have a cap of twice the general cap. These monetary caps, the loss exclusion in clause 14.4 and customer indemnity obligations do not apply to customers dealing as consumers; applicable law determines their liability and rights.

14.3Exceptions to liability limits

No provision limits liability for fraud, fraudulent misrepresentation, intentional misconduct, death or personal injury caused by negligence, or any liability that law prohibits limiting. A contractual cap does not restrict data-subject rights or regulatory powers. Valid fees and refunds due remain payment obligations independent of damages caps, without double recovery of the same loss.

14.4Indirect loss

For business and professional subscriptions, to the extent lawful and satisfying any required reasonableness test, neither party is liable for remote indirect or consequential losses that are not a reasonably foreseeable direct result of its breach. Profit, revenue or data loss is not excluded merely by its label if legally treated as direct and recoverable. This exclusion does not cover clause 14.3 liabilities or consumer rights.

14.5Third-party claims and mutual indemnities

We defend a third-party claim that Utajir software supplied and used under the Agreement infringes its intellectual-property rights, and pay finally awarded amounts or settlements we approve, subject to the special cap where applicable. This excludes the portion arising from customer content, unauthorized modifications or combinations we did not supply if the claim would not otherwise arise. A business or professional customer has a corresponding obligation for third-party claims caused by content it lacks rights to use, its unlawful products or unlawful instructions, to the extent it caused the claim and excluding our own fault. A consumer customer has no indemnity obligation under this clause.

The indemnifying party must receive notice without unreasonable delay, control of an appropriate defence and reasonable cooperation at its expense; late notice reduces protection only to the extent it actually prejudices the defence. A settlement admitting the other party's fault or imposing payment or non-monetary obligations requires that party's consent. A claim concerning our software may be addressed through continued-use rights, an equivalent modification or, if no solution is feasible, termination of the affected part with return of unused prepaid fees, without removing non-excludable rights.

15.1Attempting resolution

A party with a contractual complaint should give notice identifying the issue, core documents and requested resolution, and both parties will attempt a good-faith solution within a reasonable time. This does not require delaying urgent protection of data or rights or missing a legal deadline, and does not prevent a regulatory complaint or exercise of a mandatory payment-dispute right.

15.2Governing law and forum

The Agreement is governed by the laws of the Hong Kong Special Administrative Region, whose courts have non-exclusive jurisdiction over Agreement disputes. This clause requires no arbitration and waives no legally available collective proceedings. If you are a consumer, the choice of law does not deprive you of applicable mandatory protection in your country of habitual residence or access to courts available under mandatory law. It does not change the law, courts or authority mandatorily specified in an effective data-transfer mechanism.

15.3Agency and payment-provider contracts

This section concerns disputes between Utajir and the Contracting Customer. An Agency-client dispute or a merchant's dispute with a payment provider follows its proper contract and parties. Use of an integration or shared domain does not merge contracts or transfer another party's claim to us, while our responsibility for our own conduct and obligations remains.

16.1Amendments and notice

We explain material amendments and their application date and notify the authorized contact through an approved service channel or email reasonably in advance, or for any longer period required by law or contract. An amendment does not apply retrospectively to earlier disputes or charges. Where renewed acceptance is necessary, we request it clearly; silence or visiting a legal page is not automatic acceptance. Customers retain appropriate contractual and legal options to reject a material change, including non-renewal or termination and refund where due.

A non-urgent material amendment to an existing subscription receives at least 30 days’ notice, or longer where law requires. If urgently necessary to protect the Service or comply with law, we explain the reason and effect and give notice as far as practicable, without retrospective new charges.

16.2Notices and the two language versions

Each party keeps its notice details current. Send notices to us at contact@utajir.com or the company address in clause 1.1; we send yours to the designated account email, with appropriate transmission or delivery records. An in-app notice does not replace legally required judicial service. Text is available in Arabic and English. Where an irreconcilable discrepancy arises, English controls interpretation of business and professional agreements. A consumer will not, because of a translation discrepancy, bear a greater obligation or receive a lesser right than was presented when contracting; mandatory interpretation and consumer-protection rules prevail.

16.3Assignment and relationship of the parties

The customer may not assign the Agreement or contractual account to another entity without written consent, not unreasonably withheld; this does not prevent appropriately authorized users. We may transfer the Agreement in a reorganization or business transfer if the successor assumes the obligations and customer protection is not materially reduced, with notice and compliance with data-protection rules. The labels Agency or partner do not create a legal partnership, authority to bind Utajir or employment; neither party may commit the other without authority.

16.4Events beyond reasonable control

A party affected by an event beyond its reasonable control is excused from delay only to the extent and for the period caused by it, provided it gives notice and takes reasonable steps to mitigate and restore performance. This does not cover failures preventable by the agreed care, erase accrued amounts or remove data-protection obligations that remain performable. If material inability continues, the parties address an alternative or termination of the affected part and settlement of unused prepayments under applicable rights.

If material inability continues for 30 consecutive calendar days, either party may terminate the affected part by written notice, with return of prepaid fees for undelivered service. Earlier termination or refund rights required by law or arising from another breach remain protected.

16.5Entire agreement and severability

The documents and Orders accepted under section 2's precedence rules form the Agreement on their subject matter. An independent confidentiality agreement or existing rights are not cancelled without express amendment, and fraud or statements that law does not permit excluding remain protected. An unenforceable provision is severed only as necessary; the remainder continues where the Agreement's purpose can lawfully continue. Failure to exercise a right promptly is not a waiver, and a waiver is confined to its specified circumstances.

A person who is not a party to the Agreement has no right to enforce it under Hong Kong’s Contracts (Rights of Third Parties) Ordinance unless a signed agreement expressly provides otherwise. This exclusion does not affect data-subject, consumer or beneficiary rights arising under mandatory law or applicable data-transfer clauses.