العربية

Terms of Service

Effective from: [FOUNDER FILL — YYYY-MM-DD]

Last updated: [FOUNDER FILL — YYYY-MM-DD]

Version: 1

These Terms of Service ("Terms") govern your use of the PlanooAI platform ("Service") provided by [FOUNDER FILL — registered legal entity name] ("we", "us", "the platform"). By creating an account, accepting an invitation, or otherwise accessing the Service, you agree to these Terms.

If you do not agree, do not use the Service.

1. Acceptance and capacity to bind

By clicking "Register" or "Accept invitation", you confirm that:

  1. You are at least 18 years of age.
  2. You have legal capacity to enter into a binding agreement.
  3. If you accept on behalf of an organization, you have authority to

bind that organization to these Terms.

The Register and Accept-Invitation flows present a consent checkbox linking to these Terms and our Privacy Policy. The server-side endpoint rejects submissions without an affirmative consent flag — the button block on the FE is one layer; the API is the second.

2. Service description

PlanooAI is a B2B strategy-management platform. The Service helps an organization formalise its strategic plan, decompose it into objectives and key results, track performance against those targets, and surface AI-assisted suggestions during planning. The platform is offered as a hosted SaaS; on-premise deployment is available under separate agreement.

What the platform does today:

  • Strategic plan authoring (directions → objectives → projects → KRs).
  • AI-assisted generation of SWOT, PESTEL, TOWS, objectives, KPIs,

recommendations, and risk registers — with every suggested number flagged "Suggested — confirm" until the user commits to it.

  • KPI tracking, project management, performance dashboards.
  • ZATCA-compliant invoicing for paid subscriptions.
  • Consultant SKU for firms managing multiple client engagements.

What the platform is NOT:

  • A regulated investment, accounting, or legal advisory service.
  • A substitute for professional judgement on strategic decisions.

3. Account responsibilities

  • Your account is for one human. Sharing credentials is a breach of

these Terms.

  • You are responsible for keeping your password confidential.

Passwords are stored bcrypt-hashed; we cannot recover a forgotten password — only reset one via a verified email.

  • We strongly encourage enabling multi-factor authentication

(MFA). MFA codes are HMAC-hashed and never logged in plaintext.

unauthorised access. Our refresh-token rotation will detect a replayed token and revoke the entire session family.

4. Acceptable Use Policy

You may not, and may not assist anyone else to:

  1. Reverse engineer the Service, attempt to extract model weights

or training data from AI outputs, or systematically scrape the platform.

  1. Upload third-party personal data without a lawful basis under

PDPL or the relevant privacy regime. The platform's PII contract blocks per-person data from reaching the LLM, but the obligation to have a lawful basis for the data you load sits with you.

  1. Use the Service to benchmark a competing platform against

ours, or to build a competing product.

  1. Circumvent rate limits, quota gates, or feature flags.
  2. **Upload malware, illegal content, or content that infringes

third-party intellectual property.**

  1. **Upload classified, restricted-handling, or national-security

material.** Saudi government tenants and contractors are responsible for keeping classified content on the systems accredited for it. The platform is a B2B planning tool, not an accredited classified-data store; uploading such content is a material breach.

  1. Misuse the consultant SKU. Consultants accessing client

organizations agree to a confidentiality obligation extending to every data class they encounter in a client engagement, beyond what these Terms impose on regular users.

We may suspend or terminate accounts found in material breach of this AUP.

5. AI output disclaimer

AI suggestions in the platform are suggestive, not advisory. Every AI-generated number (KR target, recommendation weight, risk score) is emitted by the LLM with suggested: true and target_value: null until you confirm a real number — the publish gate (apps/api/strategy_alignment.py:validate_publishable) blocks plan activation while any unconfirmed AI placeholder remains. The "Suggested — confirm" badge in the wizard surfaces this requirement visually.

You retain full responsibility for the strategic decisions you make on the basis of AI suggestions. We disclaim fitness-for-particular-purpose on AI output.

We do not train models on customer data. Where the operator's selected LLM provider offers a contractual disclaimer of training rights on inputs (OpenAI Enterprise, Gemini Cloud, HUMAIN), we rely on that disclaimer; the platform never forwards customer content for provider-side training under any circumstance.

6. Subscription, billing, taxes

  • Currency. Subscriptions are priced and billed in Saudi Riyals

(SAR) unless an alternative currency is stated on the order.

  • VAT. Prices are subject to 15% KSA Value Added Tax where

applicable. Invoices are ZATCA-compliant and issued by our billing system (apps/api/billing.py).

  • Payment processor. Card payments are processed by Moyasar

(KSA-based). Card numbers, CVCs, and expiry dates never touch our infrastructure; the Moyasar hosted form handles card entry directly.

  • Trial periods, where offered, convert automatically to a paid

subscription unless cancelled before the trial ends. Trial terms are surfaced at the point of signup.

7. Auto-renewal and cancellation

  • Subscriptions renew automatically at the end of each billing

period at the then-current price.

  • You may cancel renewal at any time from the in-app billing settings.

Cancellation takes effect at the end of the current billing period; you retain full access until then.

  • We send a **pre-renewal notice by email at least 30 days before

each renewal date** so you have a clear window to cancel if you do not intend to continue.

  • We also provide 30 days' notice by email before any material

change to subscription terms (price, cycle, feature scope) takes effect.

7.1 Refunds

  • On a mid-cycle cancellation, we issue a pro-rated refund for

the unused portion of the cycle. The refund settles to the original payment method via Moyasar.

  • Refunds are not offered for usage-based charges (e.g. AI

generation quota beyond the included tier) already consumed.

8. Termination and data export

  • You may terminate at any time by cancelling your subscription

and confirming account deletion from the settings page.

  • We may terminate for material breach of these Terms (especially

§4 AUP), non-payment after a 14-day cure period, or where required by law. Termination for cause is preceded by written notice except in cases of immediate security or legal risk.

  • Data export window. Upon termination, your account remains

read-only for 90 days to allow data export in a structured, machine-readable format. After 90 days, your strategic plan content, KPI history, and AI job results are hard-deleted on rolling daily passes; backups age out within 30 days thereafter.

9. Intellectual property

  • The platform. We retain all right, title, and interest in the

Service — software, design, documentation, the AI prompt templates, the regional context packs, and any improvements we make.

  • Your content. You retain ownership of the strategic plans,

KPI data, project information, and any other content you create on the platform.

  • AI suggestions. We grant you a perpetual, royalty-free,

non-exclusive licence to use AI-generated suggestions presented to you in your strategic plan. AI suggestions are derivative output; ownership of the underlying model and training data remains with the model provider.

  • Feedback. If you send us feedback, ideas, or suggestions, we

may use them without compensation or attribution.

10. Confidentiality

  • Mutual. Each party will keep the other's Confidential

Information confidential, using at least the same standard of care it uses for its own.

  • Customer content is treated as Confidential Information.
  • Consultant SKU obligations. A consultant accessing client

organizations under the consultant SKU agrees that all data encountered in that engagement is Confidential Information of the client, and that the consultant will not use that data outside the scope of the engagement. This is in addition to, not in lieu of, the consultant's professional duties.

11. Warranties and disclaimers

  • Limited warranty. We warrant that the Service will substantially

conform to its documentation. We further warrant the security measures described in §9 of the Privacy Policy.

  • Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES ABOVE, THE SERVICE

IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms — whether in contract, tort, or otherwise — is capped at the fees you paid us in the twelve months preceding the event giving rise to the claim.

We are not liable for indirect, consequential, special, incidental, or punitive damages, lost profits, lost revenue, or lost data, regardless of the legal theory.

These limits do not apply to liability that cannot be excluded by applicable law (e.g. gross negligence, wilful misconduct, death or personal injury caused by negligence).

13. Indemnification

  • By us. We will defend you against any third-party claim that

your authorised use of the Service infringes that third party's intellectual property rights, and pay damages finally awarded against you.

  • By you. You will defend us against any third-party claim

arising from your content, your breach of §4 AUP, or your use of the Service outside its documentation.

Each indemnity is conditional on prompt notice, sole control of the defence by the indemnifying party, and reasonable cooperation.

14. Force majeure

Neither party is liable for delay or failure caused by events outside its reasonable control — including but not limited to natural disasters, war, civil unrest, government action, public-health emergencies, internet outages, or failures of a critical sub-processor — provided that the affected party gives prompt notice and uses commercially reasonable efforts to mitigate.

15. Governing law and dispute resolution

These Terms are governed by the laws of the Kingdom of Saudi Arabia. Any dispute arising out of or relating to these Terms is subject to the exclusive jurisdiction of the competent courts of Riyadh, Saudi Arabia.

16. Changes to these Terms

For material changes, we will:

  1. Update the Effective from and Last updated dates above.
  2. Bump the Version field.
  3. Archive the prior version under docs/legal/archive/v{N}/.
  4. Notify every active account by email and an in-app banner at least

30 days before the change takes effect.

  1. Write an AuditLog(event_type="legal.terms_updated") row on

deploy.

Continued use of the Service after the effective date of a material change constitutes acceptance.

17. Severability, assignment, entire agreement

  • Severability. If any provision of these Terms is held

unenforceable, the remaining provisions remain in full effect.

  • Assignment. You may not assign these Terms without our written

consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.

  • Entire agreement. These Terms, together with the Privacy Policy

and the Sub-processors list referenced in it, constitute the entire agreement between the parties on this subject matter and supersede every prior understanding.

18. Contact

Effective from: [FOUNDER FILL — YYYY-MM-DD].

*See also:*