Terms and Conditions

1.    Introduction

1.1 Giza Systems S.A.E, a joint stock company registered in the Arab Republic of Egypt (‘Egypt”) under commercial registration number 55533, with its office located at Plot no.176, second sector city center, P.O Box 157 New Cairo .11835, Cairo, Egypt (“we”, “our”, “us or ” Giza”).

1.2 DaShop is an ecommerce product owned by Giza Systems, provides a collection of tools and resources to manage an online store, process orders and sell products online and related professional and other services (collectively, the “Services“).

1.3 The following are the terms and conditions for use of the Services (the “Terms“), along with any amendments thereto and any operating rules or policies that may be published from time to time by DaShop.

1.4 By signing these terms and conditions and requesting the Services provided by DaShop or using DaShop and/or any of its services, you agree to all the terms and conditions stated here, and you have no right to recourse Giza Systems in any legal way at any time.

2.     DaShop’s Services

2.1 We provide Services for you as a seller to enable you to offer your products to buyers registered on the Site. Depending on the business model, our Services, provided by us or by affiliated companies or other third parties, may include, (a) Ecommerce Platform (Website) with branded domain; (b) Drop shipping Platform (Website) with Branded domain – Commission based program; (c) Multivendor Platform (Website) with branded domain – SaaS or commission-based programs; (d) Unlimited customization; (e) Mobile Apps (IOS – Android); (f) Marketing automation tool for campaigns generation; (g) Integrations with Logistics and payment gateways.

2.2 The Services provided are subject to these Terms and any operating policies that DaShop may establish (collectively, the “Agreement “). DaShop may make changes to this Agreement and continued use of any Services constitutes client’s acceptance of any such changes. In addition, when using DaShop, client and DaShop shall be subject to any posted guidelines or rules applicable to such Services that may be posted from time to time

2.3 The Services are available only to persons who can form legally binding contracts under applicable law.

2.4 The Services provides a collection of tools and resources to manage an online store, process orders and sell products online. In addition, the Services may include professional consulting services relating to your use of the DaShop’s tools and resources.

2.5 The Client will provide all the information necessary for provide in order to use the services, and that information must be true, accurate, current and complete as required by DaShop, and he pledges that he will update that information whenever requested to do so to keep it current, and the Client will remain responsible for the correctness and accuracy of such information against any third party.

3. Services Models

The Services models available to you as detailed in the above article (“2. DaShop’s Services”), each product type must be accurately detailed against the correct Services model.

4. Client Obligations

4.1 This is an Agreement for Services, and Client is not granted a license to any software by this Agreement. Client will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software“); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party without prior written agreement with DaShop; or remove any proprietary notices or labels.

4.2 Client represents, covenants, and warrants that Client will use the Services only in compliance with this Terms and Conditions, and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). Client may not access or otherwise use third party mailing lists in connection with preparing or distributing unsolicited email to any third party. Client hereby agrees to indemnify and hold harmless DaShop against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing. Although DaShop has no obligation to monitor the content provided by Client or Client’s use of the Services, DaShop may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

5. Fees, Payments and Renewal of Service

5.1 Term of Service. The term of Client’s subscription to the Services commences upon Client’s acceptance of these Terms and terminates as set forth above.

5.2 Giza Systems shall issue online invoices for DaShop eCommerce subscription Services Charges to the Customer of the period to which they relate.

The Customer must pay the DaShop eCommerce subscription Services charges to Giza Systems in advance prior to service start date.

The Customer will be charged automatically (after first month approval) by debit card, credit card, direct debit, bank transfer, or any other payment method availed through DaShop back-end portal (using such payment details as are notified by Giza Systems to the Customer from time to time).

Giza Systems may suspend the provision of the DaShop eCommerce subscription Services till the due amounts are settled by the Customer, if any amount due to be paid by the Customer to Giza Systems under the Agreement is overdue, and Giza Systems has given to the Customer at least 5 (five) calendar days’ written notice, following the amount becoming overdue, of its intention to suspend the DaShop eCommerce subscription Services on this basis. In the event that the Customer does not pay the overdue amount within 5 (five) calendar days from the suspension of the DaShop eCommerce subscription Services, Giza Systems shall have the right to terminate the Service and terminate the Agreement, without notice to the Customer. Any delayed payments shall be subject to the statutory delay interest calculated from the day on which the payment is due. Termination of this Agreement shall not affect any rights or obligations arising or accrued prior to the date of termination.

6. Intellectual Property

Client hereby grant us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual and worldwide license to use your trademarks and other intellectual property you may provide to us in order for us to provide our Services according to this Terms and Conditions.

Furthermore, Client shall not use, or permit to be used, DaShop’s name, trademarks or logos in any advertisements, promotional literature or information without the prior written consent of DaShop. Where such consent is provided, the use of DaShop’s name, trademarks and logos shall be strictly in accordance with the permission and direction provided by DaShop.

7. Warranties, Representations and Undertakings

7.1 Client warrant, represent and undertake that:

(a) Client have full power and authority to enter into these Terms and Conditions, and you shall, at all times, fully comply with all applicable laws, statutes and regulations, including, without limitation: (i) anti-bribery, anti-corruption, export control and sanctions laws; (ii) consumer protection laws; (iii) import regulations, including with respect to type approvals; and (iv) customs duties and other applicable taxes;

(b) Client have all the necessary licenses, permissions, authorizations, proprietary rights, consents and permits in the products you list or which are listed and to sell and promote these products in the country of the recipient of the service;

(c) Client listed products conform to the required quality and safety standards in the country of the recipient of the service;

(d) Client are solely responsible for any liability arising from the purchase and use of your listed products by Site users or other third parties;

7.2 Subject to clause 7.1, the Services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

8. Anti-Counterfeiting

8.1 Client acknowledges and undertakes that DaShop is not responsible in any way for the listing or sale of counterfeit products on the Client Site is prohibited. Every product sold on the Site must be original and authentic. Counterfeit products which are prohibited include fakes, bootlegs or pirated copies of products or content, and products which have been illegally replicated, reproduced or manufactured;

8.2 It is solely Client responsibility to ensure all of the products that are made available for sale on the Site are original and authentic, and do not infringe another party’s intellectual property rights;

8.3 DaShop reserve the right in compensation:

1- In the event of any and all breach of this article (8), at our sole discretion, in addition to any fine or levy imposed by any governmental authority or agency;

2. DaShop may impose a financial penalty on you, to be determined at our sole discretion, for direct and indirect losses incurred as a result of the counterfeit product being sold on the Site, including for loss of reputation.

8.4 Notwithstanding the above, DaShop reserve the right to take appropriate legal actions against you and report such counterfeit products to law enforcement authorities.

9. Liability

9.1 Nothing in these terms and conditions shall limit or exclude a party’s liability: (a) for fraud, including fraudulent misrepresentation, perpetrated by that party; (b) for death or personal injury caused by the negligence of that party; or (c) for any other liability that cannot be limited or excluded under applicable law.

9.2 Subject to clause ‎9.1, in no event will DaShop, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these terms and conditions for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

9.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

(a) The content or other information you provide when using the Services;

(b) Client use of or Client inability to use our Services and/or delays or disruptions in our Services;

(c) Bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;

(f) Damage to Client hardware device from the use of DaShop’s Site;

(g) The content, actions or inactions of third parties using our Services;

(h) A suspension or other action taken by DaShop with respect to Client use of the Services;

(i) The duration or manner in which Client listings appear in search results; or

(j) Client need to modify practices, content or behavior or Client loss of or inability to do business as a result of changes to these terms and conditions.

9.4 Subject to clause ‎9.1, if clauses ‎9.2 or ‎9.3 are held to be unenforceable or inapplicable for any reason, then the total liability applicable to DaShop, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to Client, (including reasonable legal fees), whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Seller Terms shall be limited to the lower of the amount of fees in dispute not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability.

9.5 Client agree to indemnify and hold DaShop, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:

(a) Any claims or demands made by any third party due to or arising out of Client use of the Services;

(b) Client violation of any of provisions of these terms and conditions, including, without limitation, any of the warranties, representations and undertakings;

(c) Client violation of any applicable laws in any jurisdiction, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;

(d) Client listed products, including with respect to defects in the products, losses suffered by third parties arising from the use of your products; or

(e) The manner in which you use our Services, including, without limitation, that the content you post, the products Client list or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).

10. Termination

10.1 DaShop may terminate this Agreement or the Services at any time in case of violating any of the policies with or without notice, DaShop shall have no liability to Client or any third party because of such termination.

10.2 DaShop have the right to terminate these terms and conditions or the Service at any time if Client used the service in selling or promoting any illegal products or services, DaShop shall have no liability to Client or any third party because of such termination.

10.3 DaShop have the right to terminate these terms and conditions or the Service at any time if Customer used the service in selling or promoting porn or any indecent material or any material that may incite violence or defamation of religions, DaShop shall have no liability to Client or any third party because of such termination.

10.4 Upon termination for any reason, DaShop may delete any Client archived data within 90 days after the date of termination.

10.5 All sections of these terms and conditions which by their nature should survive termination will survive termination, including, without limitation, and limitations of liability.

10.6 The Client who uses DaShop’s services bears the responsibility of all partnerships and contracts signed by the service recipient with any third party, and this is the responsibility and obligation of the service recipient alone, regardless of any relationship DaShop has with any third party, whether contractual or otherwise.

11. Confidentiality

11.1 For the purposes of these terms and conditions, "Confidential Information" means DaShop’s non-public, confidential, secret or proprietary material and information that has been or may be, directly or indirectly, disclosed to you or which you come into the possession or knowledge of, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these terms and conditions.

11.2 Client will maintain the confidentiality of all Confidential Information DaShop may provide you or which you receive as a result of your use of the Services subject of these terms and conditions and will not release, disclose, use, make available or copy any such Confidential Information without DaShop’s prior written consent.

11.3 Client may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only, Excluded from this obligation of confidentiality is Confidential Information which:

(a) Is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to DaShop;

(b) Becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of these terms and conditions;

(c) Is independently developed by you; or

(d) Is required to be disclosed by a government authority or by law, provided that you give DaShop reasonable prior written notice sufficient to permit us to contest such disclosure.

12. Governing Law

These terms and conditions shall be governed by the laws of the Arab Republic of Egypt without reference to conflict of law principles.

- Users of the DaShop’s Services or the services provided through it must comply with all governmental, regulatory, and tax laws and legislations of the country of the recipient of the service, and this responsibility rests with the recipient of the service alone.

- By requesting to or using any of the Services of DaShop, Client agrees that all disputes, if any, involving DaShop shall be subject exclusively to the jurisdiction of the Arab Republic of Egypt; provided, further, that all action brought against DaShop in Court must be brought in Arab Republic of Egypt.