Enterprise Terms & Conditions

This Subscription Agreement (the "Agreement") is entered into between XLinic (the "Provider", "we", "us") and the Client (the "Client", "you"), and takes effect on the Effective Date.

1. DEFINITIONS

"Platform" means the XLinic cloud-based clinic management software and related services made available to the Client. "Subscription" means the Client's right to access the Platform under the plan set out in this Agreement. "Users" means the individual staff accounts (seats) authorised to access the Platform. "Add-ons" means optional modules, extra users or resources purchased in addition to the plan. "Client Data" means all data, records and content entered into or generated on the Platform by the Client and its Users.

2. SUBSCRIPTION AND LICENCE

2.1 The Provider grants the Client a non-exclusive, non-transferable right to access and use the the subscribed plan plan for its internal business purposes during the Term.

2.2 The Subscription is billed on a the applicable billing cycle basis at the applicable subscription fee (excluding tax), amounting to the total shown on the applicable invoice including value-added tax.

2.3 The the subscribed plan plan includes a defined number of Users and resource limits. Additional Users, storage or Add-ons may be purchased at any time and are billed in accordance with the then-current price list.

2.4 The Client is responsible for all activity performed under its Users and for keeping account credentials confidential.

3. TERM AND AUTOMATIC RENEWAL

3.1 The initial Term begins on the Effective Date and ends on the end of the Term.

3.2 This Agreement renews automatically for successive periods equal to the billing cycle stated above, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

3.3 Renewal fees are charged at the price applicable at the time of renewal. The Provider will give reasonable prior notice of any price change.

4. FEES, INVOICING AND TAXES

4.1 All fees are stated in Egyptian Pounds (EGP) and are exclusive of value-added tax (VAT), which is applied at the statutory rate (currently 14%).

4.2 The Provider issues an invoice for each billing cycle. Invoices are payable by the due date shown on the invoice.

4.3 Fees are non-refundable except where expressly stated in this Agreement or required by law.

5. LATE PAYMENT AND SUSPENSION

5.1 If any undisputed amount remains unpaid after its due date, the Provider may, following a grace period, suspend the Client's access to the Platform until payment is received.

5.2 Suspension does not relieve the Client of its obligation to pay outstanding fees. The Provider will restore access promptly once the account is brought current.

6. CLIENT DATA AND OWNERSHIP

6.1 As between the parties, the Client owns all Client Data. Each Client's data is held in a logically isolated tenant environment and is not accessible to other clients.

6.2 The Provider processes Client Data solely to provide and support the Platform, and in accordance with the Client's instructions and applicable law.

6.3 The Provider performs routine backups of Client Data as part of the service. The Client remains responsible for the accuracy and lawfulness of the data it enters.

7. DATA PROTECTION, SECURITY AND CONFIDENTIALITY

7.1 The Provider applies appropriate technical and organisational measures to protect Client Data against unauthorised access, loss or disclosure.

7.2 Each party shall keep confidential the other party's non-public information and use it only for the purposes of this Agreement.

7.3 The Client shall obtain all consents required for any personal or patient data it processes on the Platform and shall comply with applicable data-protection and medical-records laws.

8. ACCEPTABLE USE

The Client shall not: (a) use the Platform for any unlawful purpose; (b) attempt to gain unauthorised access to the Platform or other clients' data; (c) resell or sublicense access without the Provider's written consent; or (d) interfere with the integrity or performance of the Platform.

9. SUPPORT AND AVAILABILITY

9.1 The Provider will use commercially reasonable efforts to keep the Platform available and to provide support through the in-portal support ticket system.

9.2 Scheduled maintenance may temporarily interrupt access; the Provider will endeavour to give advance notice where practicable.

10. INTELLECTUAL PROPERTY

The Platform, including all software, designs and documentation, remains the exclusive property of the Provider. No rights are granted to the Client other than the limited right of use expressly set out in this Agreement.

11. WARRANTIES AND DISCLAIMERS

The Platform is provided on an "as available" basis. Except as expressly stated, the Provider makes no warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental or consequential loss. The Provider's total aggregate liability arising out of or in connection with this Agreement shall not exceed the fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

13. TERMINATION

13.1 Either party may terminate this Agreement for material breach that remains uncured thirty (30) days after written notice.

13.2 On termination or expiry, the Client's access ends and the Provider will make Client Data available for export for a period of thirty (30) days, after which it may be deleted in accordance with the Provider's retention policy.

14. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the Arab Republic of Egypt. The courts of Cairo shall have exclusive jurisdiction over any dispute arising out of or in connection with it.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the Subscription and supersedes all prior discussions. Any amendment must be made in writing.

By signing below, the Client confirms that it has read, understood and agreed to these Terms and Conditions.