1. Introduction and Acceptance

_{These Terms and Conditions ("Terms") govern your access to and use of the Qualiphi platform, website (qualiphi.ai), and related services (together, the "Services"). The Services are provided by Qualiphi a company registered in Cairo, Arab Republic of Egypt ("Qualiphi," "we," "us," or "our").}

_{By accessing or using the Services, you agree to these Terms. If you are using the Services on behalf of an organization, you confirm that you have authority to bind that organization to these Terms. If you do not agree, you must not use the Services.}

2. Definitions

• _{"Institution" means a university, school, or other educational organization that subscribes to the Services.}
• _{"Employer" means a company or organization that subscribes to the Services to connect with students and graduates.}
• _{"Customer" means an Institution or Employer that has entered into a subscription with Qualiphi.}
• _{"Authorized User" means an individual (including students, staff, faculty, alumni, or Employer representatives) granted access to the Services through a Customer's subscription.}
• _{"Customer Content" means any data, documents, materials, or information uploaded, submitted, or shared through the Services by a Customer or its Authorized Users.}
• _{"AI Features" means features of the Services that use artificial intelligence or machine learning.}

3. Description of Services

_{Qualiphi is an all-in-one, AI-powered career services management platform that connects students, universities, schools, and employers within a single ecosystem. Features may include career management tools, job and internship matching, profile building, AI-assisted recommendations, and related functions. We may update, modify, or discontinue features at any time, provided this does not materially reduce the core functionality of a paid subscription during its current term.}

4. Eligibility

_{4.1 The Services are offered on a business-to-business basis to Institutions and Employers.}

_{4.2 Authorized Users must be at least 18 years old. Users under 18, or under the age of majority in their jurisdiction, confirm that they have obtained consent from a parent or legal guardian where required by applicable law.}

_{4.3 Institutions are responsible for verifying that their Authorized Users meet the eligibility requirements and for obtaining any consents required to grant them access.}

5. Accounts

_{5.1 Account Access: Authorized Users may create accounts only if their affiliated Institution or Employer holds an active subscription or free trial.}

_{5.2 Account Security: You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us right away at [email protected] if you suspect unauthorized access.}

_{5.3 Accurate Information: You agree to provide accurate, current, and complete information and to keep it up to date.}

_{5.4 Effect of Subscription Termination: If a Customer's subscription expires or is terminated, its Authorized Users' access may be suspended or ended.}

6. Free Trial

_{6.1 We may offer eligible Customers a one (1) month free trial.}

_{6.2 The trial ends automatically at the end of the trial period. No charges are incurred and no subscription is created unless the Customer expressly agrees to a paid subscription.}

_{6.3 We may change or withdraw free trial offers at our discretion. Data created during a trial may be deleted if the Customer does not subscribe within [30] days after the trial ends.}

7. Subscription, Fees, and Payment

_{7.1 Subscription Term: Services are provided on a yearly (12-month) subscription basis, as set out in the applicable order form, quotation, or agreement ("Order").}

_{7.2 No Auto-Renewal: Subscriptions do not renew automatically. To continue using the Services after the term ends, the Customer must agree to a new subscription.}

_{7.3 Invoicing and Payment: Fees are billed by bank invoice. Unless the Order states otherwise, invoices are payable within [30] days of the invoice date by bank transfer to the account shown on the invoice.}

_{7.4 Taxes: Fees do not include applicable taxes, including value-added tax (VAT), which the Customer is responsible for paying.}

_{7.5 Late Payment: We may suspend access to the Services if any undisputed invoice remains unpaid for more than [60] days after its due date, after giving written notice.}

8. Cancellation and Refunds

_{8.1 Cancellation: A Customer may cancel its subscription at any time by giving written notice to [email protected].}

_{8.2 Refund Calculation: If a Customer cancels before the end of the subscription term, any refund will be calculated based on:}

• _{(a) the number of days the Services were used during the subscription term; and}
• _{(b) the amount of resources consumed, which may include the number of active Authorized Users, AI Feature usage, onboarding, setup, customization, training, and support provided.}

_{8.3 Qualiphi will give the Customer a written breakdown of the refund calculation. Approved refunds will be paid by bank transfer within [60] business days.}

_{8.4 Setup, onboarding, or customization fees are non-refundable once the work has been performed, unless the Order states otherwise.}

9. Customer Content

_{9.1 Ownership: The Customer keeps all rights in its Customer Content.}

_{9.2 License to Qualiphi: The Customer grants Qualiphi a non-exclusive, worldwide, royalty-free license to host, store, process, reproduce, and display Customer Content solely to provide, maintain, and improve the Services.}

_{9.3 Customer Responsibility: Institutions and Employers may upload whatever content they need to run their career services. They are solely responsible for that content and confirm that:}

_{(a) they have all rights, licenses, and consents needed to upload and share it, including consent from any individuals whose personal data it contains;}

_{(b) it does not infringe any third party's intellectual property, privacy, or other rights; and}

_{(c) it does not contain unlawful, defamatory, obscene, discriminatory, or harmful material, or malware.}

_{9.4 Removal: We may remove or disable any content that we reasonably believe violates these Terms or applicable law.}

10. Acceptable Use

_{You agree not to:}

_{(a) use the Services for any unlawful purpose or in violation of applicable laws;}

_{(b) post false, misleading, or fraudulent job postings, profiles, or information;}

_{(c) harass, discriminate against, or exploit any user, especially minors;}

_{(d) attempt to gain unauthorized access to the Services, other accounts, or our systems;}

_{(e) reverse engineer, decompile, copy, or resell the Services;}

_{(f) use bots, scrapers, or automated tools to extract data without our written permission;}

_{(g) upload viruses or malicious code; or}

_{(h) interfere with or disrupt the integrity or performance of the Services.}

11. AI-Powered Features

_{11.1 The Services include AI Features, such as career recommendations, job matching, resume or profile suggestions, and analytics.}

_{11.2 No Guarantee: AI-generated outputs are provided for informational and assistance purposes only. They may be inaccurate, incomplete, or biased. They do not constitute professional, career, legal, or employment advice.}

_{11.3 Human Judgment: Customers and Authorized Users are responsible for reviewing AI outputs and for any decisions based on them. Employers must not rely solely on AI Features when making hiring decisions and remain responsible for complying with applicable employment and anti-discrimination laws.}

_{11.4 No Employment Guarantee: Qualiphi does not guarantee any job placement, internship, interview, or employment outcome.}

12. Data Protection and Privacy

_{12.1 Qualiphi processes personal data in line with applicable data protection laws, including Egypt's Personal Data Protection Law No. 151 of 2020 and its executive regulations.}

_{12.2 For personal data in Customer Content, the Customer generally acts as the data controller and Qualiphi as the data processor, processing data only on the Customer's instructions and to provide the Services.}

_{12.3 Institutions are responsible for obtaining all consents required for processing students' personal data, including parental or guardian consent for minors where required.}

_{12.4 We use reasonable technical and organizational measures to protect personal data. However, no system is completely secure.}

_{12.5 Further details will be provided in our Privacy Policy. Where we expand services to the European Union, we will comply with the General Data Protection Regulation (GDPR) and may provide additional terms, such as a Data Processing Agreement.}

13. Intellectual Property

_{13.1 The Services, including all software, designs, text, graphics, logos, AI models, and trademarks (excluding Customer Content), are owned by Qualiphi or its licensors and protected by intellectual property laws.}

_{13.2 Subject to these Terms and payment of applicable fees, we grant the Customer and its Authorized Users a limited, non-exclusive, non-transferable, revocable right to use the Services during the subscription term for internal purposes.}

_{13.3 Feedback: If you provide suggestions or feedback, we may use them without restriction or compensation.}

_{13.4 Aggregated Data: We may use anonymized and aggregated data that does not identify any individual or Customer to improve and develop the Services.}

14. Confidentiality

_{Each party agrees to keep confidential any non-public information disclosed by the other party and to use it only to perform under these Terms. This obligation does not apply to information that is publicly available, already known to the receiving party, independently developed, or required to be disclosed by law.}

15. Third-Party Services

_{The Services may integrate with or link to third-party services. Qualiphi is not responsible for the content, policies, or practices of third parties, and your use of them is at your own risk.}

16. Disclaimers

_{THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUALIPHI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. QUALIPHI DOES NOT VERIFY OR ENDORSE ANY EMPLOYER, JOB POSTING, OR USER PROFILE.}

17. Limitation of Liability

_{17.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUALIPHI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.}

_{17.2 Nothing in these Terms limits liability that cannot be limited under applicable Egyptian law, including liability for fraud or gross negligence.}

18. Indemnification

_{The Customer agrees to indemnify and hold harmless Qualiphi and its officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:}

_{(a) Customer Content;}

_{(b) the Customer's or its Authorized Users' breach of these Terms; or}

_{(c) the Customer's violation of any law or third-party right.}

19. Suspension and Termination

_{19.1 We may suspend or terminate access to the Services if you materially breach these Terms and fail to fix the breach within [10] days of written notice. We may act immediately where required by law or to prevent harm.}

_{19.2 When the subscription ends, the Customer may request an export of its Customer Content within [60] days. After that period, we may delete Customer Content, except where we must keep it by law.}

_{19.3 Sections that by their nature should survive termination will survive, including Sections 9, 13, 14, 16, 17, 18, and 21.}

20. Changes to These Terms

_{We may update these Terms from time to time. We will notify Customers of material changes by email or through the Services at least [30] days before they take effect. Continued use of the Services after the effective date means you accept the updated Terms.}

21. Governing Law and Jurisdiction

_{These Terms are governed by the laws of the Arab Republic of Egypt. Any dispute arising out of or relating to these Terms or the Services will be subject to the exclusive jurisdiction of the competent courts of Cairo, Egypt. The parties will first try in good faith to resolve any dispute informally for [30] days before starting legal proceedings.}

22. General Provisions

• _{Entire Agreement: These Terms, together with any Order, make up the entire agreement between the parties. If they conflict, the Order prevails.}
• _{Assignment: The Customer may not assign these Terms without our prior written consent. We may assign them as part of a merger, acquisition, or sale of assets.}
• _{Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control.}
• _{Severability: If any provision is found unenforceable, the remaining provisions stay in effect.}
• _{No Waiver: Failure to enforce any right does not waive that right.}
• _{Language: If these Terms are translated, the [English/Arabic] version prevails in case of conflict.}

23. Contact Us

_{For questions, notices, or support, contact us at:}

_Qualiphi

_{Egypt, Cairo, 5 Abu Bakr Al Seddik Street, Sheraton Heliopolis
Email: [email protected]}