Terms of Service

These Terms of Service ("Terms") govern your use of Replygate and all related websites, applications and services (collectively, the "Service") provided by TKM Group FZE ("TKM," "we," "us" or "our"), Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates, trade licence 4203780.01. An authorized representative accepts the agreement on behalf of the legal organization identified in the account or Order Form. Our Data Processing Agreement (DPA), including its completed schedules and applicable Standard Contractual Clauses (SCCs), forms part of the agreement for personal data processed on your behalf. Our Privacy Policy explains our handling of personal data; acknowledging it is not blanket consent to processing. This version applies when validly accepted or introduced under the agreement's applicable change procedure, not retrospectively. If you do not agree to the applicable Terms, do not use the Service.

1.1 "Account" means the credentials (username, password, MFA tokens) and the profile, settings, preferences and usage history associated with your registration on the Service. It also encompasses any sub-accounts or delegated access you create for your employees, partners or agents.

1.2 "Authorized User" means any natural person to whom you have granted permission—via your Account settings—to access or use the Service on your behalf, subject to the limitations of your Subscription.

1.3 "Content" means all materials you or your Authorized Users upload, submit, generate or store in Replygate, including but not limited to text, contact records, attachments, email templates, reports, dashboards and custom objects.

1.4 "Documentation" refers to any written or electronic user guides, technical manuals, API references, implementation checklists, knowledge-base articles, release notes and onboarding presentations that we provide to help you understand and use the Service.

1.5 "Order Form" means an online checkout, quote, purchase confirmation, or written document that identifies the Subscription plan, term, features, limits, fees, billing cycle, recurring add-ons, and any discounts or credits you accept. Each Order Form is incorporated into and forms part of these Terms.

1.6 "Service" means Replygate, its web portal, mobile applications, APIs, integrations, plug-ins, widgets and any software-as-a-service features that TKM makes available to you under these Terms, now or in the future.

1.7 "Subscription" means the right to access and use the Service during a specified period (monthly, annually or otherwise) under the terms of an Order Form, whether you are on a free, trial, paid or enterprise-level plan.

1.8 "User Data" means all electronic data, content and information—including personal data, business information and metadata—that you or your Authorized Users upload, store, submit, process or display through the Service.

2.1 You represent and warrant that you (a) are at least eighteen (18) years old (or the age of majority in your jurisdiction), (b) have full legal capacity and authority to enter into these Terms, and (c) will use the Service only in compliance with all applicable laws and regulations.

2.2 When setting up your Account, you must provide accurate, complete and current registration information, including a valid email address and any billing details required. You agree to promptly update this information upon any change.

2.3 Each Account is for a single legal entity; cross-account sharing of credentials is prohibited unless expressly permitted in writing by TKM. You are fully responsible for all activities that occur under your Account and for any breach of these Terms resulting from use of your Account, even if the activity was caused by an Authorized User or a third party to whom you provided access.

3.1 You are solely responsible for safeguarding your login credentials and any multi-factor authentication (MFA) methods you enable. Under no circumstances may you share your password or MFA token with anyone outside your organization.

3.2 If you suspect that your Account credentials have been lost, stolen or otherwise compromised, you must notify TKM immediately by emailing info@replygate.io.

3.3 TKM may, at its discretion and in line with industry best practices, require and enforce measures such as minimum password complexity, periodic password resets, account lockouts after multiple failed login attempts, IP-based access restrictions or mandatory MFA for all users or particular roles.

3.4 TKM will never ask you to disclose your password via email, chat or telephone. Any request for your password or MFA tokens should be treated as fraudulent; please forward such requests to info@replygate.io for investigation.

4.1 You may extend or integrate the Service with third-party applications via our published APIs and webhooks. Use of those extensions is subject to separate terms provided by the third-party provider.

4.2 TKM periodically releases new features, performance improvements and security updates. We will communicate major releases through email, in-app notifications or our release-notes portal. Minor patches or hot-fixes may be applied with little or no notice if they address critical issues or vulnerabilities.

4.3 Certain features may be designated as "beta," "preview" or "pilot." Such features (a) may not be fully tested, (b) can be modified or deprecated at any time without notice, and (c) are provided "as is," without any warranty regarding their performance or suitability for production use. Participation in beta programs is voluntary and subject to separate terms.

5.1 We offer multiple Subscription tiers with different features, user allowances, usage limits, and support levels. The details applicable to your purchase are shown in your Order Form.

5.2 Your paid Subscription begins on the date shown in your Order Form or purchase confirmation and automatically renews for successive terms of the same length unless cancelled. Recurring renewal charges may include the applicable plan price, active extra users or seats, recurring contact-capacity charges, and separately accepted recurring add-ons, plus applicable Taxes and less any discounts or credits. One-time purchases, including AI-credit top-ups and additional contact-capacity blocks, are charged separately and do not become recurring charges unless expressly identified and accepted as recurring. We will provide any notice of material pricing changes required by these Terms or applicable law.

5.3 You may request or select a plan change through your Account or by contacting info@replygate.io. The confirmation shown before you commit to a plan change will identify when the change takes effect and any immediate prorated charge, credit, or amount due. Future recurring charges will be based on the newly selected plan and recurring items shown in that confirmation.

5.4 You may cancel your Subscription through your Account or by contacting info@replygate.io. Cancellation normally takes effect at the end of your current paid billing period unless an immediate-cancellation option is expressly presented and confirmed. To avoid the next renewal charge, you must cancel before that charge is created or begins processing. If a renewal charge has already been processed, cancellation applies to the following renewal and any refund or credit is governed by Section 6.8.

6.1 Fees are charged in the currency displayed in your Order Form or purchase confirmation and exclude applicable taxes, duties, or levies unless expressly stated otherwise.

6.2 You agree to pay the amounts and according to the billing frequency shown in the applicable Order Form or purchase confirmation. Subscription fees are generally billed in advance. One-time purchases are charged when you confirm the purchase.

6.3 When you purchase a paid Subscription or otherwise agree to save a payment method, you authorize our payment processor to store that payment method. You authorize TKM to charge the stored payment method, including when you are not actively using the Service, for Subscription renewals, separately accepted recurring add-ons, authorized automatic purchases, applicable Taxes, and reasonable retry attempts for those authorized charges. We will use a stored payment method only within the scope you accepted.

6.4 A stored payment method may be displayed to you in a later checkout. Except for recurring or automatic charges you have separately authorized, a new user-initiated purchase is charged only after an Authorized User confirms the purchase and the amount shown at checkout.

6.5 If you separately purchase a recurring add-on, the purchase confirmation will show any prorated amount due immediately, the regular recurring price, billing cadence, service dates, and applicable Taxes. The add-on renews on the disclosed cadence until it is cancelled. Add-on cancellation takes effect at the end of its then-current paid service period unless the confirmation expressly states otherwise.

6.6 If automatic contact-capacity purchasing is available, it remains disabled until an Authorized User enables it. Each automatic purchase adds exactly one capacity block at the block size, price, Taxes, and trigger shown when the feature is enabled or in the applicable Order Form. If a single action would require more than one block, no automatic charge is made and the action remains blocked until sufficient capacity is purchased manually. More than one automatic purchase may occur during a billing period if separate actions repeatedly exceed the capacity then available. You may disable the feature before the next triggered purchase; disabling it does not reverse a purchase already completed or processing. If the applicable block size, unit price, currency, or other material automatic-purchase terms change, automatic purchasing will be paused. No further automatic purchase will be made after such a pause until an Authorized User reviews the updated terms and enables the feature again.

6.7 If a payment is not received when due, TKM may retry the authorized payment method and may suspend access to paid features until the amount is paid. Continued non-payment may result in termination. Any late fee applies only if it is stated in an applicable Order Form or purchase confirmation and permitted by law. You are responsible for fees charged by your financial institution for declined or returned payments.

6.8 Except where required by applicable law or expressly stated in an Order Form or purchase confirmation, fees for completed billing periods and completed one-time purchases are non-refundable. TKM may approve a refund or account credit at its discretion. Approved refunds are returned to the original payment method where practicable. Any proration, credit, or immediate charge associated with a plan change is shown before you confirm that change.

7.1 Subscription fees and other charges are exclusive of all federal, state, local and foreign taxes, levies, import duties or similar governmental assessments of any nature ("Taxes"). You are responsible for paying all Taxes associated with your purchases under these Terms.

7.2 If TKM has the legal obligation to collect or pay Taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you unless you provide a valid tax exemption certificate.

8.1 From time to time, we may offer free trials of certain Subscription tiers or promotional credits toward paid Subscriptions. Such offers will be governed by additional terms presented at signup.

8.2 Free trials last between one (1) and thirty (30) days, with the applicable trial duration shown at signup, in your Account, or in the applicable Order Form. You may be required to provide payment information to enroll in a trial.

8.3 A free trial does not automatically convert to a paid Subscription unless the enrollment confirmation expressly states otherwise. Under the standard trial flow, trial features and unused promotional credits expire at the end of the trial, and you must manually select and purchase a paid plan to continue paid access. We may send trial reminders, but you remain responsible for reviewing the trial end date shown in your Account.

9.1 TKM reserves the right to modify, suspend or discontinue any part of the Service, including features, integrations or pricing, at any time and without liability, provided that we will use commercially reasonable efforts to give you at least thirty (30) days' notice for material changes.

9.2 We may perform scheduled maintenance during off-peak hours. Where commercially reasonable, we will provide advance notice through the Service or by email when scheduled maintenance is expected to materially affect availability.

9.3 Emergency maintenance may be required to address security vulnerabilities, performance issues or outages. Emergency maintenance may occur on short notice and may be performed outside scheduled windows.

10.1 TKM uses commercially reasonable efforts to keep the Service available. Any binding uptime commitment, service-credit entitlement, measurement method, or exclusion applies only if expressly stated in your Order Form or a separate Service Level Agreement signed by TKM.

10.2 Unless an applicable Order Form or signed Service Level Agreement states otherwise, the Service has no contractual uptime guarantee and no automatic service-credit entitlement.

10.3 Any service-credit request is governed by the procedure and deadline stated in the applicable Order Form or signed Service Level Agreement.

11.1 Standard support is available through our in-app chat widget and via email at info@replygate.io, during business hours (9 AM–6 PM Gulf Standard Time, Monday–Friday, excluding public holidays).

11.2 We use commercially reasonable efforts to respond to support requests promptly. Any binding response or resolution target applies only if stated in the applicable Order Form or a separate support agreement signed by TKM.

11.3 For critical or unresolved issues, you may request escalation by contacting your account manager (if applicable) or emailing info@replygate.io with the original ticket reference.

12.1 The Service offers pre-built integrations with various third-party systems (for example, email providers, marketing automation platforms and file-storage services) and a public RESTful API for custom integrations.

12.2 Use of third-party integrations and APIs is subject to any additional terms imposed by the third-party provider or by TKM's API documentation, including rate limits, usage quotas and security requirements.

12.3 TKM does not warrant the availability, performance or security of third-party services you contract directly. This does not exclude TKM's responsibility for its appointed subprocessors under the DPA, applicable SCCs or mandatory law. Providers are distinguished according to their actual roles.

13.1 You retain all right, title and interest in and to your User Data.

13.2 You grant TKM a limited, royalty-free license to copy, store, transmit, display and otherwise process User Data solely as necessary to provide, maintain, secure and support the agreed Service and comply with your documented instructions and applicable lawful obligations. Processing of personal data on your behalf is subject to the DPA, including its purpose, location and transfer restrictions.

13.3 TKM acts as a processor for personal data in User Data processed on your behalf, including that content when accessed for instructed support or service security. TKM's separate controller activities concerning administrative and business records are described in our Privacy Policy. You are responsible for your lawful basis, any additional condition for health-data processing, required notices and assessments. Acceptance of this agreement is not consent from patients or other individuals. TKM retains its own duties and provides the assistance required by the DPA.

13.4 Applicable mandatory law and SCCs prevail over conflicting provisions, followed by the DPA and then these Terms and Order Forms. No commercial exclusion, liability limit, indemnity, forum clause or change procedure restricts mandatory or SCC rights. The agreed clinic-correspondence scope and review requirements are set out in the DPA; other available product features do not expand that scope.

14.1 TKM maintains industry-standard safeguards to protect your User Data against unauthorized access, use or disclosure.

14.2 We perform regular security reviews and work with trusted partners to ensure our systems remain secure.

14.3 We maintain commercially reasonable backup and continuity measures appropriate to the Service. Backup scope and retention can vary by system and do not replace your responsibility to keep independent copies of data that you cannot afford to lose.

15.1 TKM will notify you without undue delay after becoming aware of a personal data breach affecting personal data processed on your behalf, and provide the information and assistance required by the DPA and applicable law. Further details may follow in phases without undue further delay. We also notify you without undue delay of confirmed data-security incidents affecting the confidentiality, integrity or availability of other User Data, provide available details and mitigation information, and cooperate with applicable incident-response and notification requirements.

16.1 "Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

16.2 Each party agrees (a) to use the same degree of care to protect the other party's Confidential Information as it uses to protect its own, but no less than reasonable care, (b) not to disclose the other party's Confidential Information to third parties except as expressly permitted, and (c) to use Confidential Information only to perform its obligations or exercise its rights under these Terms.

16.3 General commercial confidentiality obligations survive termination or expiration of these Terms for three (3) years. Personal-data confidentiality continues for as long as the information remains protected under the DPA, applicable SCCs or law; trade secrets remain protected as legally required. This does not shorten personnel confidentiality duties under the DPA.

17.1 All intellectual property rights—including patents, trademarks, service marks, trade names, copyrights, database rights, moral rights and trade secrets—in and to the Service (including all software, content, designs, workflows, Data Models, code libraries, Documentation and other materials) are owned exclusively by TKM or its licensors.

17.2 You are granted no rights in any TKM trademarks or logos, nor any right to use or reference TKM's name or logo in any marketing, publicity or other materials without our prior written consent.

18.1 If you engage TKM to perform professional services—such as implementation, data migration, customization, training or consulting—those services will be governed by a separate Statement of Work (SOW) or Master Services Agreement (MSA), which will describe the scope, deliverables, timeline, fees and acceptance criteria and will incorporate these Terms by reference.

19.1 You may from time to time provide comments, bug reports, suggestions or other feedback regarding the Service ("Feedback"). You hereby grant TKM a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, exploit, modify and incorporate such Feedback into the Service and any other products or services, without any obligation of confidentiality, attribution or compensation to you.

19.2 The Feedback license excludes personal data and Confidential Information supplied with Feedback. Customer personal data remains subject to the DPA and your documented instructions. Use synthetic or adequately anonymized examples in feedback and support requests where possible.

20.1 While we strive to ensure the accuracy, reliability and security of the Service, you acknowledge that (a) the Service may not be error-free or uninterrupted, (b) the Service is not a substitute for professional judgment or advice, and (c) TKM disclaims any liability for your reliance on or decisions made based on the Service.

21.1 Except for any warranty expressly stated in an Order Form, Statement of Work or other agreement signed by TKM, the Service—including beta, preview and pilot features—is provided "as is" and "as available." To the maximum extent permitted by law, TKM disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and uninterrupted service.

22.1 To the maximum extent permitted by applicable law, TKM's aggregate liability under or related to these Terms, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total Subscription fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

22.2 In no event shall TKM be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, loss of revenue, loss of data, business interruption or loss of goodwill, even if advised of the possibility of such damages.

23.1 You agree to indemnify, defend and hold harmless TKM and its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of these Terms, (b) your negligent or unlawful use of the Service, (c) any violation by you of applicable laws or third-party rights, or (d) any claim that your User Data or Content violates these Terms.

24.1 These Terms commence on your first use of the Service and remain in effect until all Subscriptions have expired or been terminated.

24.2 You may terminate your Subscription in accordance with Section 5.4. Unless an immediate-cancellation option is expressly presented and confirmed, termination takes effect at the end of the current paid billing period.

24.3 TKM may suspend or terminate your access immediately if you materially breach these Terms, fail to pay fees when due, engage in illegal or fraudulent activity or infringe third-party intellectual property rights.

24.4 Upon suspension or termination, your right to access the Service ends immediately. Sections 1, 2, 6–7, 11–16, 19–29 survive termination.

25.1 Upon termination or expiration of these Terms for any reason, all licenses and rights granted to you under these Terms immediately cease. You must cease all use of the Service and delete any copies of the software or Documentation in your possession.

25.2 Sections 24 and 25 do not remove your return, deletion, agreement-copy or other continuing rights under the DPA, applicable SCCs or law. Suspension or termination does not prevent the agreed export process or reasonable assisted delivery, and TKM remains responsible for applicable deletion instructions and retention limits.

26.1 You agree to comply with all export control laws and regulations that apply to the Service and any related technology. You will not, directly or indirectly, export or re-export the Service or any part of it to any jurisdiction or end user subject to export restrictions, including those in the UAE, EU, U.S. or other applicable territories.

27.1 Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, Internet outages, pandemics, governmental actions or other force-majeure events.

28.1 These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict-of-law principles. You and TKM submit to the exclusive jurisdiction of the courts of Sharjah. Prior to initiating litigation, the parties agree to attempt in good faith to resolve any dispute by negotiation or mediation.

28.2 Section 28.1 does not override mandatory law or applicable SCC provisions concerning governing law, courts, supervisory authorities or data-subject rights, or delay exercise of those rights. The DPA identifies the applicable SCC law and courts.

29.1 All notices and other communications under these Terms must be in writing and will be deemed given when delivered: by email to info@replygate.io (if to TKM) or to the email address we have on file for you (if to you), provided that an email confirmation is received; or by certified mail, return receipt requested, to Business Centre, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates (if to TKM) or to your mailing address on file (if to you). This does not impose additional conditions on requests or notices governed by the DPA, applicable SCCs or mandatory law.

30.1 We may amend these Terms at any time. If we make material changes, we will give you at least thirty (30) days' prior notice via email. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the new Terms.

30.2 Data-protection changes follow the DPA and applicable SCC requirements, including notice and agreement where required. Publishing a revised webpage does not replace the accepted agreement or its retained version. Subprocessor changes follow the DPA's notification and objection procedure.

31.1 You may not assign or transfer your rights or obligations under these Terms without TKM's prior written consent. TKM may assign these Terms, in whole or in part, to an affiliate or successor in connection with a merger, acquisition, change of control or sale of assets, provided that the assignee assumes all of TKM's obligations under these Terms.

32.1 If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the other provisions will remain in full force and effect. No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.

33.1 These Terms, the DPA with its completed schedules and applicable SCCs, accepted Order Forms and any other terms expressly incorporated into the agreement constitute the entire agreement between you and TKM with respect to the Service, subject to the precedence in Section 13.4. They supersede prior or contemporaneous understandings on the same subject when the agreement validly takes effect. Our Privacy Policy is the accompanying transparency notice.