Darwish - Business Terms of Service

1. Definitions

• “Widget” means the embeddable code, script, or interface that Tranquil provides for you to deploy on your website or other properties.
• “Visitor” or “End User” means any individual who interacts with the Widget or your messaging channels.
• “Lead Data” means information submitted by or collected from Visitors through the Business Services, including names, contact details, messages, and inquiry content.
• “Merchant Content” means your product catalog, business information, and other materials you provide to configure the Business Services.

2. The Business Services

The Business Services allow you to deploy an AI-powered sales assistant that can answer Visitor questions using your Merchant Content, capture Lead Data, and allow a human agent on your team to take over a conversation. Features, channels, and integrations may be added, changed, or removed over time. Some features may be in beta or labeled “coming soon” and are provided without any commitment as to availability or timing.

3. Eligibility and Accounts

You may use the Business Services only for business purposes and only if you are authorized to bind the Merchant to these Business Terms. You are responsible for the accuracy of your account information, for safeguarding credentials, and for all activity under your account, including the actions of your agents and personnel.

4. Subscriptions, Plans, and Billing

The Business Services are offered in tiers, which may include a Free tier and paid tiers. Plan features and prices are as described at the point of purchase and may change with advance notice.

• Paid plans require valid payment information and renew automatically each billing period unless cancelled before renewal.
• Fees are non-refundable except where required by law.
• We may suspend or downgrade Business Services for non-payment.
• Free tiers are provided “as is” and may be modified or discontinued at any time.

5. Merchant Obligations and Visitor Consent

You are solely responsible for your lawful use of the Business Services and for your relationship with your Visitors. In particular, you agree that:

• You will deploy the Widget only on properties you own or are authorized to operate.
• You will provide your Visitors with all legally required notices and obtain all legally required consents for the collection and processing of their personal data through the Business Services, including any consent required to use AI-assisted chat, capture Lead Data, or send messages.
• You will maintain your own privacy policy covering your collection and use of Lead Data, and you are the party responsible to your Visitors for that data.
• Your Merchant Content is accurate, lawful, and does not infringe the rights of any third party.
• You will not use the Business Services to send unlawful, deceptive, or unsolicited communications.

6. Data Ownership and Roles

As between the parties, you own your Merchant Content and the Lead Data collected through the Business Services. You grant Tranquil a non-exclusive license to host, process, and use that data solely to provide, secure, and improve the Business Services as permitted by these Business Terms and the Data Processing Addendum.

With respect to Lead Data and Visitor personal data processed through the Business Services, you act as the data controller and Tranquil acts as a data processor on your behalf. This relationship is governed by the Data Processing Addendum in Schedule A.

7. Widget License

Subject to these Business Terms, Tranquil grants you a limited, non-exclusive, non-transferable, revocable license to embed and display the Widget on your authorized properties during your subscription. You may not modify, reverse engineer, sublicense, or use the Widget except as expressly permitted.

8. Third-Party AI Providers and Services

The Business Services route Visitor inputs and relevant context to third-party AI providers and other vendors to generate responses and operate the service. Those providers process data under their own terms. We do not control or guarantee third-party outputs, and AI-generated responses may be inaccurate. You are responsible for reviewing and configuring how the assistant represents your business.

9. Acceptable Use

You may not, and may not permit any Visitor or third party to: use the Business Services for unlawful, harmful, fraudulent, or abusive activity; misrepresent the AI assistant where disclosure is required; attempt to extract source code, models, or architecture; circumvent usage limits or security measures; scrape or harvest output at scale; or use outputs to build a competing service. We may suspend or terminate access for violations.

10. Service Availability

We aim to keep the Business Services available but do not guarantee uninterrupted or error-free operation. Unless a separate written service-level agreement is in place, the Business Services are provided without any uptime commitment. We may perform maintenance, updates, or changes that temporarily affect availability.

11. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect such information with reasonable care and use it only to perform under these Business Terms, except where disclosure is required by law.

12. Intellectual Property

All rights in the Business Services, including the Widget, software, and branding, are owned by Tranquil or its licensors. You may not use our name, logo, or branding without prior written consent.

13. Disclaimers

The Business Services are provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that AI outputs will be accurate, complete, or reliable.

14. Limitation of Liability

To the maximum extent permitted by law, Tranquil will not be liable for indirect, incidental, consequential, special, or exemplary damages, or for lost profits, revenue, data, or goodwill. Our total aggregate liability arising out of or relating to the Business Services will not exceed the greater of (a) the amounts you paid us for the Business Services in the 12 months before the claim, or (b) USD $100.

15. Indemnification

You will indemnify and hold harmless Tranquil and its officers, employees, and partners from any claims, damages, liabilities, and expenses arising out of your Merchant Content, your Lead Data practices, your relationship with your Visitors, your breach of these Business Terms, or your violation of applicable law.

16. Term and Termination

These Business Terms apply for as long as you use the Business Services. Either party may terminate for material breach that remains uncured after reasonable notice. You may cancel at any time, effective at the end of the current billing period. On termination, your right to use the Business Services and the Widget ends, and we will return or delete Lead Data in accordance with the Data Processing Addendum, subject to legal retention requirements.

17. Governing Law and Disputes

These Business Terms are governed by the laws of the United Arab Emirates, without regard to conflict-of-law principles. Disputes will be resolved by binding arbitration or the competent courts in the UAE, unless otherwise required by applicable law.

18. Changes

We may update these Business Terms from time to time. Material changes will be communicated through the Business Services or by email at least 30 days in advance where required. Continued use after changes take effect constitutes acceptance.

19. Contact

Tranquil Technologies FZ-LLC
United Arab Emirates
Email: [email protected]

Schedule A - Data Processing Addendum (DPA)

This Data Processing Addendum (“DPA”) forms part of the Business Terms between the Merchant (“Controller”) and Tranquil Technologies FZ-LLC (“Processor”) and applies to the processing of personal data of Visitors carried out by Tranquil on the Merchant’s behalf through the Business Services.

1. Roles

The Merchant is the controller and determines the purposes and means of processing Visitor personal data. Tranquil is the processor and processes that data only on the Merchant’s documented instructions, which include these Business Terms and the configuration of the Business Services.

2. Subject Matter, Nature, and Purpose

Tranquil processes Visitor personal data to provide the Business Services: operating the Widget and messaging channels, generating AI responses, capturing and storing Lead Data, enabling human takeover, and securing and supporting the service. Processing continues for the duration of the Merchant’s use of the Business Services.

3. Categories of Data Subjects and Personal Data

• Data subjects: the Merchant’s Visitors and leads.
• Personal data: names, email addresses, phone numbers, messages and inquiry content, and technical data such as IP address, device, and usage information submitted through or collected by the Business Services.
• The Merchant must not submit special-category data through the Business Services unless expressly agreed in writing.

4. Processor Obligations

Tranquil will:

• Process personal data only on the Merchant’s documented instructions, unless required by law (in which case it will inform the Merchant where legally permitted).
• Ensure persons authorized to process the data are bound by confidentiality.
• Implement appropriate technical and organizational security measures.
• Assist the Merchant, taking into account the nature of processing, in responding to Visitor requests to exercise their rights, and in meeting security, breach-notification, and impact-assessment obligations.
• Notify the Merchant without undue delay after becoming aware of a personal data breach affecting Visitor personal data.
• At the Merchant’s choice, delete or return Visitor personal data at the end of the provision of the Business Services, except where retention is required by law.
• Make available information reasonably necessary to demonstrate compliance with this DPA, and allow for reasonable audits subject to confidentiality and security constraints.

5. Sub-processors

The Merchant authorizes Tranquil to engage sub-processors to provide the Business Services, including cloud hosting and storage providers, third-party AI model providers, messaging and communications providers, analytics and security providers, and payment processors. Tranquil will impose data-protection obligations on each sub-processor that are no less protective than those in this DPA, and remains responsible for their performance. Tranquil will provide a means to inform the Merchant of changes to sub-processors and an opportunity to object on reasonable data-protection grounds.

6. International Transfers

Tranquil and its sub-processors may process personal data in countries other than the Merchant’s or Visitor’s location. Where required by applicable law (including transfers from the EEA, UK, or Switzerland), Tranquil will rely on a legally recognized transfer mechanism, such as Standard Contractual Clauses.

7. Applicable Data Protection Laws

The parties will each comply with the data protection laws applicable to them, which may include the UAE Personal Data Protection Law, the Saudi Personal Data Protection Law, and, where applicable, the EU/UK GDPR. The Merchant is responsible for ensuring it has a lawful basis and any required consents for the processing it instructs.

8. Liability

Liability under this DPA is subject to the limitations of liability set out in the Business Terms.