our terms of
service

01 - Agreement to These Terms

These Terms of Service ("Terms") govern your access to and use of the websites, products, applications, platforms, and services provided by Dipdux Analytica, LLC ("Dipdux," "we," "our," or "us"), a limited liability company registered in the Arab Republic of Egypt under Commercial Registration No. 35107, Tax ID 759-958-181, and Information Technology License No. 644, with its principal place of business in Sheikh Zayed City, Giza Governorate, Egypt.

These services include, without limitation, our website at dipdux.com, our cloud-hosting platform CloudX, our cybersecurity offering XLR8, our secure-sharing tool KeeperX, our InternX training programs, and our chatbot development and WhatsApp Business Platform Tech Provider services (collectively, the "Services").

By accessing or using the Services, by signing an order form, statement of work, or written agreement that references these Terms, or by otherwise indicating your acceptance, you agree to be bound by these Terms. If you do not agree, you must not use the Services.

These Terms constitute a binding agreement between you (or the legal entity you represent) ("you" or the "Client") and Dipdux.

02 - Eligibility

To use the Services, you must:

 1. Be at least 18 years of age and have the legal capacity to enter into a binding contract;
 2. If acting on behalf of a legal entity, be duly authorized to bind that entity;
 3. Provide accurate, current, and complete information during registration and onboarding, and keep it updated;
 4. Not be barred from receiving services under the laws of Egypt, the laws applicable to you, or under any sanctions list applicable to Dipdux or its suppliers (including U.S. OFAC, EU, UK, and UN sanctions lists).

03 - Description of the Services

3.1 Chatbot Services and WhatsApp Business Platform Tech Provider Role

Dipdux is enrolled with Meta Platforms, Inc. as a Tech Provider on the WhatsApp Business Platform. In that capacity, we design, build, deploy, and operate conversational chatbots on the Client's own WhatsApp Business Account ("WABA") and phone number(s). The Client is the registered owner of the WABA and remains the business sender of all messages exchanged with end-users.

The Client acknowledges and agrees that:

 -All communications with end-users via the chatbot are sent in the Client's name and from the Client's WhatsApp Business number;
 -The Client is the data controller with respect to end-user personal data processed through the chatbot, and Dipdux acts as the Client's data processor;
 -The Client must enter into the Data Processing Agreement ("DPA") that we make available before live traffic begins;
 -The Client must independently agree to and comply with the WhatsApp Business Solution Terms, the WhatsApp Business Messaging Policy, the Meta Business Tools Terms, and any other terms required by Meta and WhatsApp in connection with operating a WABA.

3.2 Other Services

Our other Services (CloudX, XLR8, KeeperX, InternX, custom development, and similar) are described on our website and in the relevant order form, statement of work, or product documentation, which form part of these Terms by reference.

3.3 Service modifications

We may improve, modify, or discontinue any Service or feature. Where a change materially reduces the functionality of a Service that you are paying for, we will give you reasonable advance notice and, where appropriate, the option to terminate the affected subscription without penalty.

04 - Client Responsibilities
and Acceptable Use

4.1 Compliance with Meta and WhatsApp policies

The Client warrants that, in connection with any chatbot deployed on the Client's WABA, the Client will at all times:

 -Hold and maintain a valid WhatsApp Business Account and any required Meta Business Verification;
 -Comply with the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, and all other applicable Meta and WhatsApp terms and policies;
 -Obtain and document valid opt-in from each recipient before initiating outbound messaging, in line with the WhatsApp Business Messaging Policy and applicable law;
 -Not use the chatbot to send messages relating to prohibited or restricted verticals unless the Client has the necessary approvals from Meta and the necessary licenses under applicable law;
 -Provide accurate business and contact information that does not impersonate another person or business.

4.2 Lawful use generally

You may not use the Services to:

 -Violate any applicable law, regulation, or third-party right;
 -Send spam, phishing, malware, or other harmful, deceptive, or unsolicited content;
 -Harass, threaten, defame, or discriminate against any person;
 -Promote violence, terrorism, child exploitation, or other content prohibited by applicable law or by Meta's or WhatsApp's policies;
 -Process personal data in a manner that violates applicable data protection laws (including the PDPL, GDPR, and CCPA);
 -Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law;
 -Probe, scan, or test the vulnerability of the Services without prior written authorization;
 -Interfere with the integrity or performance of the Services or any third party's use of them;
 -Resell, sublicense, or expose the Services to third parties, except as expressly permitted in writing by Dipdux.

4.3 Client content and data

You retain all right, title, and interest in the content and data you provide to us or that is generated through your use of the Services ("Client Data"). You grant Dipdux a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and otherwise process Client Data solely to provide and improve the Services and to comply with applicable law and the documented instructions of the Client.

You warrant that you have all necessary rights, consents, and lawful bases to provide Client Data to us and to authorize us to process it as contemplated by these Terms.

05 - Fees and Payment

5.1 Fees for the Services are set out in the applicable order form, statement of work, subscription page, or rate card. Unless otherwise stated, fees are exclusive of VAT, withholding tax, and other applicable taxes, which are the Client's responsibility.

5.2 Invoices are payable within 14 days of issue, by bank transfer or other method indicated on the invoice. Late payments may attract interest at a rate of 1.5% per month (or the maximum rate permitted by law, if lower) and may result in suspension of the Services after reasonable notice.

5.3 WhatsApp messaging fees, conversation charges, and any other charges levied by Meta in connection with traffic on the Client's WABA are separate from Dipdux's fees and are billed by Meta directly to the Client.

5.4 Fees paid are non-refundable except as expressly stated in an order form, required by applicable law, or determined by Dipdux at its discretion.

06 - Intellectual Property

6.1 Dipdux IP. All right, title, and interest in and to the Services, our software, our products (including CloudX, XLR8, KeeperX, and our chatbot framework), our trademarks, and our documentation belong exclusively to Dipdux or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription or engagement.

6.2 Client IP. Subject to Section 4.3, the Client retains ownership of Client Data and of any pre-existing materials it provides to us.

6.3 Custom developments. Ownership of bespoke deliverables developed by Dipdux for the Client (such as a custom chatbot flow) is governed by the relevant statement of work. Absent express written agreement otherwise, Dipdux retains ownership of all underlying tools, libraries, frameworks, and know-how, and grants the Client a perpetual, non-exclusive, royalty-free license to use the deliverable for its internal business purposes.

6.4 Feedback. If you provide feedback or suggestions about the Services, you grant Dipdux a perpetual, irrevocable, royalty-free license to use them without restriction.

07 - Confidentiality

Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of like importance, and not less than a reasonable degree of care. Confidential Information may be used only to perform under these Terms and disclosed only to representatives with a need to know who are bound by equivalent confidentiality obligations. The obligations in this Section survive termination for a period of 5 years (and indefinitely for trade secrets).

08 - Privacy and Data Protection

Our processing of personal data is governed by our Privacy Policy and, where Dipdux acts as a processor for the Client, by the executed Data Processing Agreement. The DPA prevails over these Terms in the event of a conflict relating to the processing of personal data by Dipdux on the Client's behalf.

09 - Service Levels and Support

Where an order form or statement of work specifies a service level commitment for a particular Service, that commitment governs. Otherwise, the Services are provided on a commercially reasonable best-efforts basis. Support channels and response targets are described in the relevant product documentation or order form.

10 - Suspension

We may suspend access to all or part of the Services, with or without notice, if:

 -We reasonably believe that your use of the Services breaches these Terms or any applicable law, Meta policy, or WhatsApp policy;
 -Your use of the Services creates a security risk to us, you, or any third party;
 -Your account is overdue;
 -We are required to do so by law, regulator, court order, or instruction from Meta or WhatsApp.

We will lift the suspension promptly once the underlying issue is resolved.

11 - Term and Termination

11.1 These Terms commence on the date you first accept them and continue until terminated in accordance with this Section.

11.2 Either party may terminate for material breach that the breaching party fails to cure within 30 days of written notice.

11.3 Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to do business.

11.4 We may terminate immediately if we are required to do so by Meta, WhatsApp, or any regulator, or if your continued use of the Services would, in our reasonable judgment, expose us or our users to legal, regulatory, or reputational risk.

11.5 On termination: (a) your right to use the Services ends; (b) accrued fees become immediately payable; (c) we will, at the Client's request made within 30 days, return or delete Client Data in accordance with the DPA and our Data Deletion procedures; (d) clauses that by their nature should survive (including IP, confidentiality, liability, indemnity, and governing law) survive.

12 - Disclaimers

To the maximum extent permitted by law, the Services are provided "AS IS" and "AS AVAILABLE." We disclaim all warranties not expressly set out in these Terms, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, or secure against all attacks, or that the data transmitted via WhatsApp will always be delivered or delivered within a particular time. WhatsApp message delivery is dependent on Meta and WhatsApp infrastructure that is outside our control.

13 - Limitation of Liability

To the maximum extent permitted by applicable law:

13.1 Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data, even if advised of the possibility of such damages.

13.2 Each party's aggregate cumulative liability under or in connection with these Terms will not exceed the total fees paid by the Client to Dipdux for the affected Service in the 12 months preceding the event giving rise to liability.

13.3 Nothing in this Section limits liability that cannot be limited under applicable law (such as for fraud, willful misconduct, or death or personal injury caused by negligence).

14 - Indemnification

You will defend, indemnify, and hold harmless Dipdux, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any related losses, damages, liabilities, costs, and expenses (including reasonable legal fees), arising out of or relating to: (a) Client Data and your instructions regarding it; (b) your breach of these Terms, the DPA, or applicable law; (c) your breach of Meta's or WhatsApp's terms and policies; or (d) your use of the Services in a manner not authorized by these Terms.

15 - Force Majeure

Neither party will be liable for any failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, internet or telecommunications failures, pandemics, or actions of Meta, WhatsApp, or other upstream providers.

16 - Governing Law and
Dispute Resolution

16.1 These Terms are governed by the laws of the Arab Republic of Egypt, without regard to its conflict-of-laws rules.

16.2 Any dispute arising out of or in connection with these Terms shall first be addressed by good-faith negotiations between the parties.

17 - General

17.1 Entire agreement. These Terms, together with any order form, statement of work, the DPA, and the Privacy Policy, constitute the entire agreement between the parties on the subject matter and supersede prior agreements.

17.2 Order of precedence. In the event of conflict: (i) a signed order form or statement of work prevails over (ii) the DPA, which prevails over (iii) these Terms, which prevail over (iv) any other Dipdux documentation — except that the DPA prevails over all in matters of personal data processing.

17.3 Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.

17.4 Notices. Notices to Dipdux must be sent to hello@dipdux.com and legal@dipdux.com. Notices to the Client will be sent to the email address on file.

17.5 Severability. If any provision is held unenforceable, the remaining provisions will continue in full force.

17.6 No waiver. Failure to enforce any right is not a waiver of that right.

17.7 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

17.8 Updates. We may update these Terms from time to time. Material changes will be notified at least 7 days, and your continued use of the Services after the effective date constitutes acceptance.

18 - Contact

Dipdux Analytica, LLC
Sheikh Zayed City, Giza Governorate, Egypt

Email: hello@dipdux.com
Website: https://dipdux.com