Terms of Use – CRM

1.1 “The Company” – R.R.T Technologies Ltd., company no. 516588266, of 2 Oppenheimer St., Science Park, Rehovot, which operates the System and its ancillary services.

1.2 “The System” or “the Service” – a SaaS platform for customer relationship and process management (CRM) intended for insurance agents, pension agents and financial advisors (including tax advisors, mortgage advisors and the like), which includes, among other things, management of clients, processes, documents, communications, automation, reports and third-party integrations.

1.3 “The Customer” – the legal entity that purchased a subscription to the System (agency/office/licensed dealer/company and the like).

1.4 “Authorized Users” – employees, representatives, sub-agents or subcontractors of the Customer who have been authorized by the Customer to access the System in accordance with the permissions defined.

1.5 “End Clients” – the Customer’s own clients (insureds, members, taxpayers, borrowers and the like) whose data is managed in the System.

1.6 “Customer Data” – all information, files, metadata and content that the Customer or anyone on its behalf uploads/synchronizes/generates in the System, including personal information of End Clients and supporting documents.

1.7 “Sensitive Information” – as defined under applicable law (including health, financial, governmental identification information and the like).

1.8 “Third-Party Integrations” – any external service or interface connected to the System (such as email, SMS/WhatsApp, telephony, calendars, clearing houses, document storage and other APIs).

1.9 “Aggregated System Data” – statistical/analytical information derived from use of the System that does not directly identify any person.

1.10 “Ancillary Documents” – the Privacy Policy, Data Processing Addendum (DPA), Acceptable Use Policy (AUP), Service Level Agreement (SLA) and Order Form, to the extent they exist and as updated from time to time.

2.1 Registration, login or use of the System of any kind (including via browser, mobile, API or third-party integration) constitutes full and informed consent to these Terms of Use and to the Ancillary Documents (SLA, DPA, AUP, Order Form). If you do not agree – refrain from any use.

2.2 You represent that you have authority and are authorized to bind the Customer (the legal entity) to these Terms, and that all Authorized Users will act in accordance with these Terms.

2.3 The Company may update the Terms and/or the Ancillary Documents from time to time. Material changes will take effect within 30 days from the date notice is given (by administrative email, in-system notification and/or publication on the terms page), unless a later date is specified.

2.4 Updates required in order to comply with law, to address a security breach/misuse, or to reflect an essential technical change – may take effect earlier; the Company will endeavour to give notice as soon as reasonably practicable.

2.5 Continued use after the effective date of the change constitutes acceptance of the updated Terms. If a material change is not acceptable to the Customer, it must cease use and act in accordance with the termination/export provisions set out in this document.

2.6 Supplementary terms may apply to certain features (including beta/pilot/add-ons). Enabling or using them constitutes acceptance of the supplementary terms.

2.7 This document is intended for professional business (B2B) use and is not intended for consumers or minors.

3.1 Licence to use. Subject to these Terms, the Company grants the Customer a non-exclusive, time-limited, revocable and non-transferable/non-sublicensable licence for internal use of the System solely for the purpose of managing its business. Use as a “bureau”/“outsourcing service” for third parties is prohibited unless agreed in writing.

3.2 Seat model. Use is on a per-user-seat basis. Every person requires a dedicated user; sharing of credentials is prohibited. Adding/removing seats will be charged/credited according to the terms of the Order.

3.3 Authorized Users and subcontractors. The Customer may grant access to its employees, sub-agents and subcontractors subject to it, provided they are bound by obligations identical to or stricter than these Terms. The Customer bears full responsibility for their acts and omissions. Any action, omission, entry, deletion, sending, approval, document generation, report generation, use of a simulator, use of a form, opening of a process, permission change or transfer of information performed by an Authorized User in the Customer’s workspace shall be deemed an action performed on behalf of and for the Customer, and the Customer shall bear full responsibility for it. The Customer is responsible for defining appropriate permissions for its users, supervising their activity, instructing them regarding their obligations, and revoking access for a user who has left a role or is no longer authorized to act in the System.

3.4 Identity management and authentication. The Company may require or enforce multi-factor authentication (MFA). The Customer is responsible for managing permissions according to the principle of “least privilege”.

3.5 Roles and permissions (RBAC). The System includes role/permission mechanisms. The Customer is responsible for the definition, control and audit of permissions; the Company shall not be liable for damages arising from incorrect configuration by the Customer.

3.6 Support mode / controlled impersonation. For technical support purposes, the Company may activate tiered support access (including “impersonation”), subject to log recording, the principle of proportionality, and for support purposes only. The Customer authorizes this and all such access will be recorded in the System logs.

3.7 Credential security. The Customer shall maintain the confidentiality of usernames, passwords, API keys and access tokens; report immediately any suspicion of unauthorized use. The Company may monitor, block, freeze or reset credentials in order to protect the Service.

3.8 Fair use and technical limits. The Company may apply reasonable rate, volume and API-call limits and may apply optimization/prioritization. It is prohibited to circumvent safety mechanisms, to perform load/penetration testing without authorization, or to scrape/mine data unlawfully.

3.9 Versions, updates and deprecation (obsolescence / loss of backwards compatibility / End-of-Life). The Company may deploy updates and discontinue outdated features/APIs upon reasonable notice. The Customer is responsible for updating client components, integration connections and internal processes accordingly.

3.10 Beta/pilot environments. Features marked “beta”/“pilot” are provided “AS-IS”, without an SLA, may change or be discontinued at any time, and are not recommended for use in a production environment.

3.11 Prohibited uses. It is prohibited to: (a) reverse engineer/decrypt/circumvent mechanisms; (b) use in a manner that infringes a third-party right; (c) publish benchmarking results without written approval; (d) circumvent licensing limitations.

3.12 Suspension/disconnection. The Company may suspend or restrict access in the event of breach of terms, security risk, abuse, non-payment or a demand by a competent authority; advance notice will be given so far as possible in the circumstances.

4.1 Ownership. All rights in “Customer Data” (as defined above) remain with the Customer. Nothing in this Agreement transfers to the Company any proprietary right in the Customer Data.

4.2 Processing roles. With respect to personal information of End Clients, the Customer is the “data controller” and the Company acts as “data processor”, all as detailed in the DPA (Data Processing Addendum).

4.3 Operational licence to the Company. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to reproduce, store, back up, process, display and transmit the Customer Data – solely for the purpose of providing, maintaining, securing and improving the Service.

4.4 Prohibited uses. The Company shall not use the Customer Data beyond what is required to provide the Service, and shall not transfer it to a third party for direct marketing purposes without the Customer’s consent or as required by law.

4.5 Aggregated and de-identified data. The Company may derive, use and publish statistical insights and aggregated data derived from use of the System, provided they do not identify any person directly or indirectly.

4.6 Telemetry and logs. The Company may collect usage metrics, logs and technical metadata for operational, security and service-improvement purposes. Such collection shall not grant the Company any rights in the Customer Data itself.

4.7 Export and deletion upon termination. Upon termination of the Agreement, the Customer may export its data for 30 days. At the end of that period the Company will delete the Customer Data from its active systems; full deletion from backup copies will be carried out as part of the Company’s regular backup cycles.

4.8 Retention required by law. Notwithstanding the above, the Company may retain data to the extent required by law or in order to defend against legal claims, for the minimum period required.

4.9 Authority demands. If the Company is served with an order/demand from a competent authority for data, the Company will act as required by law and will notify the Customer as early as possible and as permitted.

5.1 General and processing roles. The Company will act to protect the privacy and security of information in accordance with applicable law. With respect to personal information of End Clients – the Customer is the “data controller” and the Company is the “data processor”, with detailed arrangements set out in the DPA.

5.2 Security measures. The Company will implement reasonable and accepted security measures, including: access controls and permissions according to the principle of “least privilege”, multi-factor authentication (to the extent required), encryption in transit and at rest, key management, periodic backups, system logs and monitoring, vulnerability management and security updates, secure development processes and confidentiality training for its employees.

5.3 Customer responsibility in its own environment. The Customer is responsible for securing user accounts, endpoints, its networks, keys/API-KEYS/TOKENS, password policy and SSO (to the extent enabled). The Customer shall ensure the removal of access from employees who have left their role, apply minimal permissions and prevent credential sharing.

5.4 Support and vendor access. For support/troubleshooting purposes, the Company may activate tiered and controlled access (including “controlled impersonation” of a user), on a targeted basis limited to that purpose, subject to log documentation and internal controls.

5.5 Security incident. Upon the Company becoming aware of a security incident having a material impact on the Customer Data, notice will be given to the Customer as soon as possible, and no later than within 72 hours, subject to law. The notice will include available information about the incident, its scope and the steps taken to mitigate harm. The parties will cooperate in the investigation and handling.

5.6 Sub-processors. The Company may engage sub-processors in order to provide the Service, provided they are bound by protection obligations no less than those set out here and in the DPA. The Company will maintain an up-to-date list of sub-processors and will give notice of a material change within a reasonable period; the Customer shall have a right to object on reasonable grounds.

5.7 Location and international transfers. Information may be stored/processed in the regions specified in the DPA/Order. Transfers outside Israel will be carried out under an appropriate legal mechanism and in accordance with applicable law.

5.8 Data subject requests. The Company will assist the Customer, to a reasonable extent and subject to the DPA, in responding to data subject requests (access, rectification, erasure, restriction and the like). The Company will not act directly vis-à-vis data subjects except at the Customer’s direction or where it is under a legal obligation to do so.

5.9 Retention and deletion. The Company will retain the Customer Data for as long as required to provide the Service and in accordance with the agreements/law. Upon termination of the engagement, the Customer will be able to export its data within a period to be arranged (default: 30 days); thereafter the data will be deleted from the active systems, and from backups – according to the regular backup cycles.

5.10 Audits and documentation. At the Customer’s reasonable request, the Company will make available relevant documentary information (including responses to security questionnaires, and certain reports to the extent they exist and subject to confidentiality). Physical audits or penetration tests on the Company’s systems will be carried out only subject to prior agreement and within a reasonable framework.

6.1 Professional responsibility and licensing. The Customer declares that it holds all licences, permits and certifications required for its occupation (including, as relevant, insurance/pension/investment advice/mortgages/taxation), and that use of the System will be made in accordance with applicable law, professional ethics rules and the directives of the competent authorities.

6.2 Nature of the Service. The System is an operational/managerial tool only. It does not constitute financial, insurance, pension, investment or tax advice, and is not a substitute for the Customer’s professional judgment. Any professional decision taken on the basis of data/calculations/insights in the System is the Customer’s sole responsibility.

6.3 Use of financial data sources. To the extent the Customer operates integration connections (for example the Pension Clearing House, Har HaBituach, open banking, a financial information service, third-party data providers):

• it is responsible for obtaining valid and measurable consents from End Clients, and for documenting and managing them;
• it will use the information only for the agreed purposes and within the scope of authorization;
• it will comply with the terms of use of the data providers and with applicable law (including retention limits, secondary use and information security);
• it will manage permission/token refresh cycles and ensure their revocation upon termination of the engagement with the End Client.

6.4 Mailing, outreach and marketing communications. When using communication modules (email/SMS/WhatsApp/calls):

• the Customer is responsible for compliance with the law applicable to marketing and mailing, including obtaining prior consent, stating sender details and offering a proper opt-out mechanism;
• it must manage and honour opt-out requests in a timely manner;
• the Customer will indemnify the Company for any damage/fine resulting from breaches in this area (without derogating from the general indemnity clause).

6.5 Document management and proper disclosure. The Customer will ensure that the documents, notices and disclosures sent to End Clients through the System (including consent wordings, health/solvency declarations, commission disclosure, and the like) comply with legal requirements, and that an adequate archive version is retained for control and evidentiary purposes.

6.6 Integration of AI and automation tools. To the extent the Customer operates AI/automation features in the System, it is responsible for reasonable human review, for preventing bias/error and for verifying that they do not constitute a breach of law (for example prohibitions on discrimination, prohibited profiling, unlicensed advice).

6.7 Privacy and sensitive data. The Customer shall act as “data controller” with respect to its clients’ data, and shall ensure the existence of a lawful basis for processing, compliance with data subject rights, minimization and retention in accordance with its policy and the law. The Customer shall not upload to the System sensitive information beyond what is required for the Service.

6.8 Laws outside Israel. If the Customer operates vis-à-vis data subjects/End Clients outside Israel, it must ensure compliance also with the requirements of those foreign regimes (including international transfer restrictions), at its discretion and under its sole responsibility.

6.9 Enforcement and shutdown. The Company may, at its reasonable discretion, restrict or suspend use of certain modules if there is a concern of a breach of law or harm to third parties, and will notify the Customer as soon as possible.

6.10 Professional tools, simulators, forms and generated reports. The System may include various professional and operational tools, including simulators, calculators, computations, forms, auto-fill mechanisms, reports, reasoning documents (מסמך הנמקה), advisory reports, pre-advisory reports, monthly reports, client summaries, comparison reports, status reports, AI-based outputs and any other output generated, prepared or displayed through the System. It is clarified that these tools and outputs are intended to serve as an operational, computational, organizational or professional aid for the Customer only. They do not constitute advice, marketing, a recommendation, a professional opinion, a regulatory examination, final information, binding information, a commitment as to outcome, or a substitute for the professional judgment of the Customer or of the licensed professional on its behalf. The Customer undertakes to check and verify for itself, before any professional use, delivery to an End Client, sending to a product manufacturer, retention in a client file or other reliance, the completeness, correctness and currency of all data, inputs, assumptions, calculations, coefficients, formulas, recommendations, reasoning, disclosures, forms, documents and outputs generated through the System. Any report, form, document or output generated through the System shall be deemed a draft or an aid only until checked and approved by the Customer or the licensed professional on its behalf. Professional, regulatory and legal responsibility for the use of an output, for its content, correctness, suitability for the End Client and compliance with legal requirements rests with the Customer alone. The Customer shall not rely on a simulator, report, form, computation, AI output or any other output of the System as the sole basis for making a professional decision, giving a recommendation, pension or insurance marketing, advice, preparing a reasoning document, changing a product, joining, transferring, redeeming, changing a track, changing coverage, changing management fees or any other action vis-à-vis an End Client, product manufacturer, institutional body or competent authority. The Company does not check and does not approve the correctness of the outputs, their completeness, their suitability for a particular End Client, their compliance with specific regulatory requirements or the merits of the professional action. The Company shall not be liable for any damage, loss, claim, demand, fine, sanction or proceeding arising from reliance on the System’s outputs, from failure to check them, from their presentation to an End Client, or from their use contrary to law or to the Customer’s professional obligations.

7.1 Prior consent. When using email/SMS/WhatsApp/outbound call modules, the Customer is responsible for obtaining lawful consent from recipients and retaining it. Without appropriate consent – marketing mailing must not be carried out.

7.2 Sender identification and mandatory content. Every message shall include clear identification of the Customer as sender, valid contact details, and, where it is marketing mailing – shall bear appropriate labelling as required by law.

7.3 Opt-out mechanism. Every marketing message shall include a simple and accessible opt-out mechanism (link/reply/dedicated number). The Customer must honour opt-out requests without unreasonable delay and maintain an up-to-date suppression list.

7.4 Records management. The Customer shall document and retain evidence of consent, opt-out requests, sending dates and message content, for the period required by law and for audit purposes.

7.5 Transactional and operational emails versus marketing. Operational/contractual messages (invoices, identity verification, action confirmations) are not considered marketing mailing, but shall be sent only to the extent necessary and to a minimal extent. The Customer shall not include advertising content in them.

7.6 Prohibited content. It is prohibited to send misleading, offensive, discriminatory content, content infringing copyright/trademarks, inciting an offence or infringing privacy. The Company may block/remove campaigns suspected of a breach.

7.7 Sending caps and rates. The Company may apply volume limits and sending rate throttling, require domain/sender authentication (SPF/DKIM/DMARC) and carry out deliverability reputation management. Details and scope will be set out in the SLA/AUP.

7.8 Delivery failures and complaints. Bounce rates (hard/soft), spam complaints or unusual blocks will lead to rate reduction, remediation requirements or suspension of sending until the deficiencies are resolved. The Customer undertakes to clean lists, remove problematic addresses and improve data quality.

7.9 Third-party providers. Sending may be carried out through external providers (email, SMS, WhatsApp Business, telephony). Their availability, tariffs and usage rules shall apply in addition. The Customer shall bear the costs and responsibility for compliance with their terms (including use of approved templates as required).

7.10 Privacy and message content. Message content and metadata will be retained in the System for operational, documentation and support purposes, for the minimum period required and as specified in the retention policy/DPA. The Company will not use message content for its own marketing purposes.

7.11 Segmentation and automations. The Customer may operate segmentations, triggers and automations (including AI, if enabled) subject to law, recipient consents and the AUP. It must maintain reasonable human review of automated messages and prevent frequent or harassing sending.

7.12 Enforcement. The Company may monitor operational metrics and take proportionate steps (containment, blocking, requiring remediation, or suspending the mailing module) if there is a genuine concern of a breach of law, harm to sender reputation or harm to transmission providers.

8.1 General. The System supports connections to external services (API/files) such as: the Pension Clearing House, Har HaBituach, telephony/email providers, cloud storage and import of CSV/XLSX files. The availability and functioning of these services depend on third parties and may change, become more expensive, be delayed or cease; the Company has no control over them and no responsibility for their operation.

8.2 The Pension Clearing House – terms of use and connection.

• Use of the Pension Clearing House is permitted only to a Customer who is a licensed pension agent/advisor holding an appropriate licence, and in accordance with the provisions of law and the regulator’s directives. The Customer is solely responsible for compliance with licensing and with the terms of the Pension Clearing House.
• Connection of the Pension Clearing House account to the System shall be made at the Customer’s initiative vis-à-vis the Pension Clearing House and in accordance with the procedures made available by the Pension Clearing House (including association of the Customer’s user with our company’s vault). The connection, its cancellation and its maintenance are under the control of the Pension Clearing House and the Customer.
• The Customer is responsible for obtaining valid permissions and consents from End Clients in accordance with law and the Clearing House terms, retaining their documentation and limiting use of the information to permitted purposes only.
• Updates, outages, malfunctions, delays in responses from institutional bodies, or changes to pricing/specification – are within the domain of the Pension Clearing House; the Customer must keep itself updated directly through the Clearing House channels. The Company does not control the Pension Clearing House and is not responsible for the currency/completeness of the information, response times or changes to it.

8.3 Har HaBituach. Connection/retrieval through “Har HaBituach” shall be carried out subject to the site’s terms and the directives of the Capital Market Authority. The Customer undertakes to obtain appropriate consents from End Clients, to act in accordance with the terms of use of “Har HaBituach” and to retain appropriate documentation. The Company has no control over the site’s availability, the scope of data returned or maintenance/fault windows.

8.4 Manual import and file upload (XLSX/CSV/documents).

• The System allows ingestion of End Client data by means of files in supported formats. The Customer declares that it has the rights and a lawful basis to upload the information and that its content is accurate, current and lawful.
• The Customer is responsible for classifying the information, removing identifiers that are not required, and minimizing sensitive information.
• The Company may reject files that do not meet the specification or that appear dangerous (including malware detection), without being under any duty to check or verify the content of the files.

8.5 Changes, deprecation and discontinuation of an integration. Third-party providers may change APIs/prices/terms, apply rate limits or discontinue a service. The Company may adapt, suspend or discontinue an integration due to third-party changes, breach of their terms, or a security risk – upon reasonable notice so far as possible.

8.6 Third-party costs. Use of third-party services (including the Pension Clearing House, SMS/email/WhatsApp providers) may involve separate costs according to the providers’ price lists, which shall apply in addition to the payment to the Company. The Customer shall bear all applicable costs, fees and levies.

8.7 Limitation of liability. The Company shall not be liable for defects/errors/gaps arising from data received from third-party services (including the Pension Clearing House and Har HaBituach), nor for delays, outages or changes initiated by them. The Customer is required to cross-check data before professional use and to exercise independent judgment.

8.8 Indemnity. The Customer shall indemnify the Company for any demand/fine/damage arising from (a) breach of the terms of the Pension Clearing House/Har HaBituach/a third-party provider; (b) absence of valid permissions/consents; (c) uploading or using information contrary to law or to third-party rights.

8.9 Automations vis-à-vis websites, external bodies and use of credentials.

9.1 Prices and currency. Prices will be detailed in the Order Form, and do not include taxes, levies and fees (including VAT) unless expressly stated. The default billing currency: New Israeli Shekel (NIS – ₪).

9.2 Billing cycle and automatic renewal. The Service is billed in advance on a monthly/annual cycle. Unless otherwise stated, the subscription renews automatically for a further identical period. The Customer may prevent renewal by written notice 30 days before the end of the period.

9.3 Payment means and terms. Payment shall be made by the means approved in the Order (credit card/standing order). Non-payment on the due date shall be deemed a fundamental breach.

9.4 Upgrades and add-ons. Adding users/modules/storage volumes and/or upgrading to a higher plan will be charged pro rata from the date of addition until the end of the cycle, and will be included in full in subsequent cycles.

9.5 Downgrade. Reducing seats/moving to a lower plan will take effect at the end of the current cycle. No refund will be given for an unused period.

9.6 Metered use. If the plan includes quotas (for example: messages, calls, storage, API calls), overage will be charged according to the current price list at the end of each cycle (True-Up). The Company may display metrics/estimated consumption in the dashboard.

9.7 Discounts and credits. Discounts, coupons and credits are one-time/cumulative according to their terms, are not convertible into cash, and may expire on the date determined.

9.8 Price changes. The Company may update prices for future cycles upon 30 days’ prior notice. An update arising from tax/regulatory changes may take effect immediately to the extent required by law.

9.9 Taxes and withholding at source. Prices do not include VAT, which will be added as required by law. If the Customer is required to withhold tax at source – it must provide the Company with a valid withholding exemption certificate; in its absence, it shall pay the gross amount or make up the difference (Gross-Up).

9.10 Third-party charges. Payments to external providers (including the Pension Clearing House, SMS/email/WhatsApp, telephony, storage) shall apply in addition to the subscription fees, according to those providers’ price lists and at the Customer’s expense.

9.11 Bank fees and exchange rate differences. Bank fees, conversion costs and exchange rate differences shall be borne by the Customer. Payment shall be deemed made only after it is actually credited to the Company.

9.12 Late payment. Amounts not paid on time shall bear default interest and linkage as customary under law, as well as reasonable collection expenses. The Company may, after warning, suspend access to the Service until the debt is settled – without derogating from its other rights.

9.13 Invoice dispute. An accounting objection shall be submitted in writing within 10 business days from receipt of the invoice, together with reasons. The undisputed portion shall be paid when due.

9.14 Free trial/beta. If a free trial is given – at the end of the period the subscription will convert to regular billing according to the Order, unless cancelled in time. Beta services are provided AS-IS and without commitments as to future pricing.

9.15 No refund. Except as otherwise provided in the Order or required by law, subscription fees are non-refundable; there is no refund/set-off for suspension due to breach, partial use during the period or under-utilization of quotas.

9.16 Set-off and order of precedence. The Customer has no right to set off charges due to the Company against any claim/suit. The order of precedence between documents shall be determined in the “Order of Precedence of Documents” section.

10.1 Support channels and operating hours. The Company will provide technical support to the Customer through the following channels:

• (a) email/opening a ticket through the System; (b) chat; (c) telephone; with operating hours Sunday to Thursday between 09:00 and 16:00, excluding holidays and intermediate festival days. Outside operating hours, handling is on a best-effort basis. The Customer shall designate an authorized technical contact person for coordination purposes.

10.2 Severity levels and initial response. Requests will be classified by severity level, and will receive an initial response in accordance with the SLA:

• S1 – full outage/material impairment of the production environment: initial response within 4 hours, ongoing progress updates until the impact is reduced.
• S2 – significant impairment of core functionality: initial response within 4 hours.
• S3 – non-material/operational fault: initial response within 2 business days.
• S4 – information/improvement request: initial response within 2 business days.
• Resolution times are operational targets and not a commitment as to outcome; handling may include a temporary workaround.

10.3 Service availability (Uptime). The monthly service availability target is 99%, subject to exceptions: planned maintenance; faults in infrastructure/third-party providers (telephony, email, cloud, pension clearing houses, Har HaBituach and the like); force majeure; failures in the Customer’s environments/connections; use contrary to the Terms. Availability will be measured using the Company’s monitoring tools.

10.4 Planned and emergency maintenance. The Company may carry out planned maintenance upon at least 48 hours’ notice, which may temporarily affect availability. Emergency maintenance (including urgent security updates) may be carried out without prior notice, and the Company will provide an update as soon as reasonably practicable.

10.5 Upgrades, versions and deprecation. The Company may deploy upgrades and improvements on a continuous basis. API changes/removal of material features will be made upon reasonable notice of 90 days (unless required earlier for security/compliance reasons). The Customer is responsible for adapting its integrations to the changes.

10.6 Supported browsers and environments. The Service is supported on current browser/operating system versions according to the Company’s support specification, which is updated from time to time. The Company may discontinue support for older versions upon reasonable notice.

10.7 SLA exceptions. Beta/pilot/sandbox services, experimental features, and third-party add-ons – are not covered by the SLA or are covered at a reduced service level to be specified separately.

10.8 Customer support obligations. The Customer shall provide fault descriptions, logs/screenshots/time of the event, details of affected users and required access to a test environment. The Customer shall ensure proper internet connectivity, network settings and whitelisting of relevant domains/IPs.

10.9 Status page/alerts. To the extent the Company operates an alerts channel/status page, it may publish notices there regarding faults/maintenance/recovery. Such publication shall be deemed sufficient notice for the purposes of these Terms.

10.10 Professional services. Training, application consulting, bespoke development, migration and implementations – are not part of ongoing support and will be provided, if agreed, within the framework of paid professional services and subject to a separate order agreement.

10.11 Escalation. An unsatisfactory response may be escalated along the following chain: support, support management, operational management, all as detailed in the escalation procedure to be provided to the Customer.

10.12 Order of precedence of documents. In the event of a conflict between this section and a detailed and current SLA document signed between the parties – the specific SLA shall apply.

11.1 Definition and scope. The System may include artificial intelligence and automation components, including generative models (Generative AI), large language models (LLMs), classification/prediction, chatbots, automated templates, triggers and workflows.

11.2 Professional responsibility and human review. AI outputs may include errors, omissions or biases. The Customer undertakes to apply reasonable human review before relying on AI outputs, particularly in professional contexts. AI outputs do not constitute financial/investment/insurance/tax advice and are not a substitute for professional judgment (see clause 6.2).

11.3 Input (Prompts) and data entered by the Customer. The Customer is solely responsible for the content it enters into the AI tools, for the lawful basis for processing it, and for ensuring that it does not include sensitive information beyond what is required. Secrets, keys, passwords or unnecessary identifying information must not be pasted. The Company may implement masking/pseudonymization mechanisms but does not undertake to do so.

11.4 Use of Customer Data for model training. Unless expressly agreed otherwise in writing (Opt-in), the Company will not use the Customer Data to improve/train general models. Data may be used for targeted tuning of the model dedicated to the Customer’s account, support, monitoring and quality control – subject to the DPA.

11.5 AI sub-providers and data sharing. AI commands may be executed through sub-providers (cloud/managed models). Disclosure of data to these providers will be made in accordance with the DPA and under binding processing agreements. The Customer approves such transfer to the extent necessary to operate the feature. The Company will act to minimize exposure and to create appropriate controls (including retention limits at the provider, where this is technically and contractually possible).

11.6 Retention of AI conversations/records. The System may retain a history of requests/prompts and outputs for operational, support, security and user-experience improvement purposes. Retention periods will be defined in the data retention policy and/or in the DPA.

11.7 Usage restrictions. The Customer undertakes not to use the AI tools for: (a) creating/distributing misleading, inciting, discriminatory, offensive or rights-infringing content; (b) prohibited profiling or automated decision-making affecting a person without an appropriate lawful basis and without the possibility of human intervention; (c) individual financial/investment/insurance/tax advice without a human professional review having been carried out as required by law; (d) processing sensitive categories of information without express legal authorization; (e) attempts to circumvent restrictions/filtering.

11.8 Filtering, monitoring and enforcement. The Company may implement filtering/rate limit/blocking mechanisms for problematic requests, and monitor use in order to prevent abuse, ensure security and improve the Service. Where there is a genuine concern of a breach or risk – the Company may restrict or suspend AI access.

11.9 Rights in outputs. Subject to law and third-party rights, and as between the parties only, the Customer is entitled to use the AI outputs created in its account for its business use. The Company receives a limited, non-exclusive and royalty-free licence to use these outputs solely for support, fault analysis, security and operation of the Service. The Customer is responsible for ensuring that the instructions/content it entered do not infringe rights.

11.10 Transparency and labelling. The Customer shall ensure, where relevant, that End Clients are informed that content was generated/classified by means of AI, particularly where it may be construed as a professional recommendation or materially affect decision-making.

11.11 Bias and equal opportunity. The Company does not warrant the absence of statistical biases in model outputs. The Customer undertakes not to discriminate or infringe human rights in reliance on AI outputs, and to maintain ongoing control and a fair policy.

11.12 Experiments, tuning and metrics. The Company may carry out A/B experiments, parameter tuning and performance measurements on an aggregated and non-identifying basis, in order to improve service quality. Where required – an opportunity to choose or appropriate notice will be given.

11.13 Risk management and documentation. The Customer shall maintain relevant compliance documents and processing records in its use of the AI tools, where the law so requires, and shall maintain internal working procedures for human review.

11.14 Changes and suspension. The Company may update or temporarily restrict AI features for security, compliance or quality-improvement reasons, and will give reasonable notice where possible. Use of AI tools is always subject to the AUP, the DPA and the remaining terms of the Agreement.

12.1 Ownership of the Service. As between the parties, the Company is the owner of all rights, title and interest in the System and the Service, including (without derogating): source code, interfaces (APIs), UI/UX screens, designs, data diagrams, schemas, processes, algorithms, AI models/configurations, documentation, guides, templates, SDKs, as well as any upgrade/improvement/derivative thereof. No ownership right in the System or its components is granted to the Customer.

12.2 Scope of the licence. The right to use the Service is granted to the Customer solely in accordance with clause 3 (Licensing, Access and Users). Nothing in this clause shall be construed as a transfer of ownership, the grant of an additional licence or a waiver of any right of the Company.

12.3 Restrictions on use of the Company’s IP. Without derogating from clause 3: the Customer shall not copy, modify, adapt, translate, create a derivative work, reverse engineer, decompile or circumvent protection mechanisms; shall not disassemble or reconstruct protocols; shall not publish benchmarking results without prior written approval; and shall not remove proprietary/copyright notices attached to the Company’s materials.

12.4 Third-party and open source components. The Service may include third-party software components and/or open source code provided under their respective licences. In the event of a conflict, the terms of those licences shall apply to that component. Nothing herein shall grant the Customer any right in Company components that are not defined as OSS (Open Source Software).

12.5 Feedback and ideas. The Customer may provide the Company with ideas/feedback/improvement suggestions. The Customer grants the Company a global, non-exclusive, irrevocable and royalty-free licence to use the feedback, incorporate it into products/services and distribute it, without any obligation of attribution or payment.

12.6 Professional services and customizations. Unless otherwise agreed in the Order/professional services agreement: configurations, scripts, connectors, mappings, automation processes and customizations developed by the Company – shall remain the property of the Company; the Customer shall be granted an internal, non-exclusive and royalty-free licence to use them together with the Service. The Customer retains ownership of its data, its documents and the assets it supplied (as set out in clause 4).

12.7 Trademarks and use of names. Use of the Company’s trademarks, logo and trade name shall be made in accordance with brand guidelines and with prior written approval. The Company may mention the Customer’s name/logo as a customer reference on the website/marketing materials, subject to the Customer’s consent and subject to law.

12.8 No implied rights. Any right not expressly granted to the Customer – is reserved in full to the Company. No implied grant of additional rights may be inferred from the permissions under this Agreement.

12.9 Analytical models and aggregated data. Without derogating from clause 4.5, the Company may use Aggregated System Data and non-identifying information for statistics, performance improvement and algorithm tuning – subject to removal of identifiers and without any right in the Customer Data itself.

12.10 Documentation, samples and SDK. The documentation, sample code snippets and SDKs are provided “as is” for the Customer’s internal organizational use for the purpose of integration with the Service only, and may not be used in order to create a competing service or to replicate core functions of the System.

12.11 Preservation of proprietary notices. The Customer shall not remove, obscure or alter copyright/trademark notices or other proprietary notices accompanying the Service, the documentation or the materials made available to it by the Company.

13.1 Definition and application. “Confidential Information” means any business, commercial, financial, technical or other information of either party that is disclosed to the other party, by any means, that is not in the public domain, including product specifications, code, schemas, documentation, pricing data, the terms of this Agreement and any copy/translation/derivative thereof.

13.2 Duty of confidentiality and limited use. Each party shall keep the other party’s Confidential Information confidential, shall use it solely for the purpose of performing the Agreement, and shall protect it with an appropriate standard of professional care and at least to the same degree that it protects its own confidential information.

13.3 Need-to-know access. Access to Confidential Information shall be given only to employees, advisors and subcontractors of that party who need the information in order to perform the Agreement, and who have undertaken in writing to confidentiality and use restrictions no less than those set out here. With respect to sub-processors of personal information – the provisions of the DPA shall also apply.

13.4 Exceptions. The obligations under this clause shall not apply to information in respect of which the recipient proves that: (a) it was in the public domain at the time of disclosure or became so other than as a result of a breach of the Agreement; (b) it was lawfully in its possession before receipt; (c) it was lawfully disclosed to it by a third party not subject to a duty of confidentiality; or (d) it was independently developed without use of the Confidential Information.

13.5 Disclosure required by law. If disclosure is required under a judicial/regulatory order, the receiving party shall give, so far as possible and permitted, prior notice to the disclosing party in order to enable it to take proceedings to prevent/limit the disclosure; only the minimum required shall be disclosed.

13.6 Return/deletion. At the request of the disclosing party or upon termination of the engagement – the receiving party shall return or delete the Confidential Information in its possession, other than archive/backup copies that are retained automatically and which shall be blocked from ongoing use and deleted in the regular backup cycles, and other than retention required by law or for the purpose of reasonable legal defence.

13.7 Duration of the obligation. The confidentiality obligation shall apply during the term of the Agreement and for 3 years after its termination; with respect to trade secrets – without time limit for as long as they remain secret under law. The commercial terms of the engagement shall be deemed Confidential Information for that same period.

13.8 Remedies. The parties acknowledge that a breach of the confidentiality obligation may cause damage that cannot be compensated by monetary payment alone; accordingly, the injured party shall be entitled, in addition to any other right, also to interim/injunctive relief to prevent a breach.

13.9 No publication. No press releases, public statements or marketing materials referring to this Agreement or to the cooperation between the parties may be published without the prior written approval of the other party; this without derogating from clause 12.7.

13.10 Supplementary clarifications. (a) Controlled support access and “impersonation” for support purposes under clause 3.6 is subject to full confidentiality and log recording; (b) the Customer’s feedback to the Company shall not be deemed Confidential Information of the Customer in accordance with clause 12.5, provided it does not include client data or identifying information; (c) aggregated non-identifying data on use of the System shall not be deemed Confidential Information of the Customer, as detailed in clause 4.5.

14.1 Application and duration. The Agreement comes into effect on the date of joining the Service and continues for the subscription period set out in the Order, including renewals under clause 9.

14.2 Termination for convenience at end of period. Either party may elect not to renew the subscription for a further period by written notice of 30 days before the end of the contractual period.

14.3 Termination by the Company for breach. The Company may terminate the Agreement, in whole or in part, if the Customer has committed a material breach of the terms of the Agreement and has not cured it within 14 days from receipt of a notice requiring cure. In the case of a severe breach (including a security risk/unlawful use/harm to third parties) the Company may terminate immediately.

14.4 Suspension. Without derogating from any remedy, the Company may suspend access to the Service in whole or in part if: (a) there is a genuine security risk; (b) use exceeds the AUP; (c) non-payment after warning under clause 9.12; (d) a legal/regulatory demand; (e) harm to sending/transmission reputation (in mailing). Prior notice will be given so far as possible in the circumstances, and the Company will act to minimize the impact.

14.5 Consequences of termination. Upon termination or non-renewal: (a) access to the Service will cease; (b) any unpaid amount shall become immediately due; (c) the Customer shall cease all use of the Company’s materials and shall comply with clause 12.11.

14.6 Export and deletion. The Customer shall be entitled to export its data for 30 days from the date of termination; thereafter the Company may delete Customer Data from the production environments in accordance with clause 4.7 and the DPA. Backup copies will be deleted in the regular backup cycles or blocked from ongoing use until deletion.

14.7 Transition assistance. At the Customer’s request, the Company will consider providing transition/migration services in return for payment according to professional services pricing (SOW), subject to resource availability.

14.8 Survival of clauses. Provisions which by their nature are intended to continue to apply after termination – shall remain in force, including: confidentiality, intellectual property, payments and obligations that have fallen due, limitation of liability, indemnity, governing law and jurisdiction, and general provisions.

15.1 Nature of the Service. The Service is provided “as is” and “as available” (AS-IS/AS-AVAILABLE). Except as expressly set out in the SLA, the Company does not represent or warrant that the Service will be free of faults, continuous, entirely secure, fast, accurate, compliant with any particular requirement or suitable for any particular purpose.

15.2 No implied warranties. It is clarified that there is no implied warranty of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality or conformity with unique procedures/standards, and all of these are excluded to the maximum extent permitted by law.

15.3 No professional advice. The Service is an operational-managerial tool only. It does not constitute financial/investment/insurance/tax advice or a professional opinion of any kind, and is not a substitute for the Customer’s judgment (see clause 6.2). Any professional reliance is the Customer’s sole responsibility.

15.4 Data sources and calculations. Data may be received from third parties or derived from processing/algorithms. There may be omissions, currency gaps or errors. Calculations, estimates and simulations are approximations only. The Customer is obliged to verify data and results before professional use or presentation to End Clients.

15.5 Delivery and electronic communications. Sending email/WhatsApp/SMS/calls depends on third parties, spam filters, operator policies and the Customer’s configuration. There is no commitment as to actual delivery or a particular delivery rate (see clause 7). The Customer is responsible for content, compliance with law and management of opt-outs.

15.6 Experimental features. Beta/pilot/sandbox components are provided without any commitment as to availability, throughput or usability in a production environment, and may change or be discontinued at any time (see also clause 3.10).

15.7 Dependence on third parties. Integrations and external services (including the Pension Clearing House, Har HaBituach, email/telephony/storage providers) are subject to changes, outages and delays that are not within the Company’s control (see clause 8). The Company bears no responsibility for a defect originating with a third party.

15.8 Configurations and permissions. The quality and accuracy of outputs depend on the settings, permissions and standard of data that the Customer enters/imports. The Customer is responsible for proper configuration, for scoping permissions according to the principle of “least privilege” and for internal controls.

15.9 Documentation, samples and supporting content. Any information, guide, template, code sample or support response is provided for illustration only, is not a commitment as to outcome and shall not be deemed legal/professional advice.

15.10 Changes to the Service. The Company may update, improve, replace or remove components of the Service for reasons of security, compatibility, compliance or product improvement, upon reasonable notice and in accordance with clause 10.5 and the remaining terms of the Agreement.

16.1 Excluded damages. In no event shall the Company be liable for indirect, consequential, special, punitive or penalty-like damages, including (without derogating): loss of profit, loss of revenue, loss of goodwill, loss of data, loss of business opportunity, business interruption or costs of substitute procurement – even if they were foreseeable and even if warning was given of their possibility.

16.2 Liability cap. The Company’s total aggregate liability, on any cause of action and in any legal framework, for all events and claims together, shall be limited to a total amount not exceeding the subscription fees actually paid by the Customer to the Company in the period of the 12 months preceding the date of the event giving rise to the liability, and in relation to the service in respect of which the claim was made.

16.3 Multiple claims. A multiplicity of claims/events shall not increase the cap applicable under clause 16.2. Set-offs, refunds and credits granted to the Customer shall be deducted from the cap.

16.4 Exclusive remedy for availability. With respect to availability/performance breaches covered by the SLA – the service credits defined in the SLA shall be the Customer’s exclusive remedy.

16.5 External sources and dependence on third parties. The Company shall not be liable for defects/errors/delays originating in third-party services, communications/cloud infrastructure, the Pension Clearing House, “Har HaBituach”, external APIs or files uploaded by the Customer – as detailed in clause 8.

16.6 Mandatory statutory exclusions. The above limitations shall apply to the maximum extent permitted by law. They shall not apply to the extent they cannot be limited under applicable law, and only to the minimum extent required in relation to fraud, malicious intent, intentional harm to another, or liability that cannot be contracted out of under law.

16.7 Scope of protection. The limitations of liability in this clause shall also apply for the benefit of the Company’s officers, directors, employees, contractors, suppliers and sub-processors, as if expressly stated for their benefit.

17.1 Customer indemnity of the Company. The Customer shall indemnify, defend and compensate the Company, its officers, employees, contractors and sub-processors, for any claim, demand, damage, expense and fine (including reasonable legal expenses and attorneys’ fees) arising from and/or connected with: (a) breach of the provisions of any law, regulation or third-party terms by the Customer or anyone on its behalf, including the terms of the Pension Clearing House, Har HaBituach, email/SMS/telephony/WhatsApp providers, and other financial information services; (b) content/data/documents that the Customer or anyone on its behalf uploaded, imported or processed in the System (including breach of privacy, defamation, infringement of copyright/trademarks/trade secrets, false or misleading information); (c) mailing, calls or approaches to persons contrary to law, including absence of consent, absence of an opt-out mechanism, and poor management of consent/suppression records; (d) prohibited use of AI/automation modules contrary to these Terms, the AUP or the law (including prohibited profiling, discrimination, an automated decision harming a person without a lawful basis); (e) breach of confidentiality or information security failures arising from the Customer’s environments, endpoints, networks or configuration; (f) claims of the Customer’s employees/subcontractors regarding their rights; (g) taxes, deductions, levies or authority demands arising from payments to the Customer or from the structure of the engagement with it.

17.2 Company indemnity of the Customer – infringement of intellectual property. Subject to clause 16, the Company shall indemnify and defend the Customer against a third-party claim alleging that the Service itself, as supplied by the Company without modification by the Customer, infringes a copyright, registered trademark or valid patent in Israel (or in jurisdictions to be defined in the Order). For this purpose, the Company’s liability shall not apply to: (a) combination of the Service with hardware/software/data not supplied or approved in writing by the Company; (b) use contrary to the documentation or the Terms, or in a version that is not current where a corrected version is available; (c) claims arising from content/data supplied by the Customer or from processing/customizations/scripts/connectors developed by the Customer or anyone on its behalf; (d) unique functional requirements of the Customer that are not part of the standard Service.

17.3 Remedies in the case of an intellectual property infringement claim. If such an infringement is alleged/determined, the Company may, at its election and at its expense: (a) correct or replace the infringing component with a non-infringing component; or (b) obtain a licence for continued use; or (c) discontinue the right to use the relevant component and refund to the Customer a pro rata credit of the subscription fees paid in advance for the unused period of the discontinued component.

17.4 Indemnity procedures – conditions. The party entitled to indemnity (the “Indemnified Party”): (a) shall give written notice of the claim reasonably promptly; (b) shall allow the indemnifying party sole control and management of the defence and settlement negotiations; (c) shall cooperate reasonably and provide information/documents. Delay in notice shall not be deemed a waiver if it did not cause material prejudice. No settlement imposing liability/obligation/admission on the Indemnified Party shall be signed without its prior consent (which shall not be delayed or withheld other than in good faith).

17.5 Exclusive remedy. With respect to intellectual property infringement claims covered by clauses 17.2–17.3, these remedies shall constitute the Customer’s exclusive remedy against the Company.

17.6 No double recovery. There shall be no double recovery in respect of the same element of damage. Each party shall take reasonable measures to mitigate its damages.

18.1 Order of priority. In the event of a conflict, inconsistency or discrepancy between the documents applicable to the Service, the following order of precedence shall apply (in descending order), and each document shall prevail solely in the matters within its domain: (a) the Order Form – including specific product/pricing annexes marked as “prevailing”; (b) the professional services agreement (SOW) – in respect of purchased professional services only; (c) the Data Processing Addendum (DPA) – in all matters relating to processing of personal information, information security, sub-processors and international transfers; the DPA shall prevail also over the Order to the extent required by law; (d) the Service Level Agreement (SLA) – in all matters relating to availability, response times, service credits and performance metrics; (e) the Acceptable Use Policy (AUP) – in all matters relating to permitted use, sending rates, limits and prohibited activity; (f) the general Terms of Use (this document).

18.2 The specific document rule. In the event of a conflict between a general provision and a specific provision applicable to a particular module/feature – the specific provision shall prevail in respect of that module/feature.

18.3 Third-party terms. Use of third-party services (such as the Pension Clearing House, Har HaBituach, email/SMS/telephony providers and the like) is subject to their terms. In respect of that third-party service, its terms shall apply in parallel and in the matters within its domain – without derogating from the terms of engagement between the Customer and the Company.

18.4 Versions and dates. Where several versions of the same document exist – the later version in time is binding. A document expressly marked as “prevailing” shall prevail even if dated earlier in time, in respect of the matter defined in it.

18.5 Language versions. If translations have been provided, the Hebrew text is the binding and governing version, unless otherwise agreed in writing in the Order.

19.1 Governing law. The Agreement shall be governed by the laws of the State of Israel, without application of conflict-of-law rules and without reference to foreign law.

19.2 Exclusive jurisdiction. The competent courts in the Tel Aviv-Yafo District shall have exclusive jurisdiction in all matters relating to this Agreement and the Service. The parties consent to the said personal jurisdiction and venue.

19.3 Interim relief. Without derogating from any other remedy, each party may apply for interim relief in order to protect intellectual property rights, confidentiality or information security before any competent forum in Israel.

19.4 Nature of the engagement. The parties confirm that the engagement is a business-commercial (B2B) engagement between professional entities; it does not create consumer-trader relations, a partnership, agency or employer-employee relations.

20.1 Assignment and change of control. The Customer shall not transfer, assign or make any disposition of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights/obligations, in whole or in part, in the context of a reorganization, merger, sale of business or change of control – provided the assignee assumes the obligations applicable to the Company.

20.2 Subcontractors. The Company may engage subcontractors and sub-processors for the purpose of providing the Service (including cloud components), provided it bears overall responsibility towards the Customer and acts in accordance with the DPA and applicable law.

20.3 Force majeure. Neither party shall be liable for non-performance or delay due to circumstances beyond its reasonable control, including: natural disasters, strikes, acts of hostility/terror, epidemics, faults or outages in internet/cloud/third-party provider infrastructure, large-scale cyber attacks, binding regulation or a judicial order. The affected party shall give notice without unreasonable delay and shall act to minimize the impact.

20.4 No waiver. Refraining from enforcing a right or delay in enforcing it shall not be deemed a waiver. A waiver is valid only if made expressly and in writing.

20.5 Severability and partial invalidity. If a clause of this Agreement is determined to be void or unenforceable – the remaining provisions of the Agreement shall remain in force, and the invalid provision shall be adapted to the minimum extent necessary to preserve its validity and purpose.

20.6 Entire agreement and amendments. These Terms together with the Ancillary Documents constitute the entire agreement between the parties and supersede any prior representation/document/understanding on the subject. Amendments shall be made in writing only, signed by the parties, other than unilateral updates permitted under clause 2.

20.7 Relationship of the parties. The relationship between the parties is that of an independent contractor and a client. Nothing in this Agreement creates a partnership, agency, joint venture, employer-employee relations or any third-party right, except as expressly provided.

20.8 Notices. Notices under this Agreement shall be given in writing to the administrative address/email specified in the Order and shall be deemed delivered: (a) email – at the time of dispatch as shown on the sending servers, subject to technical confirmation or the absence of a rejection; (b) by hand delivery – upon delivery; (c) by registered mail – three (3) business days from the date of dispatch. The Company may also publish operational alerts within the System/status page, and such publication shall be deemed sufficient notice for operational matters.

20.9 Interpretation. Clause headings are for convenience only. The masculine form is used for convenience and refers to all genders; the singular includes the plural and vice versa, as the context requires.

20.10 Compliance with export and sanctions laws. Each party shall comply with export/import laws, sanctions controls and embargo provisions applicable to it. The Customer shall not use the Service in countries or vis-à-vis parties subject to prohibitions applicable under law.

20.11 Compliance with anti-corruption laws. Each party declares that it will refrain from giving/receiving any unlawful benefit contrary to law, and that it has taken reasonable measures to prevent corruption in engagements connected with this Agreement.

20.12 Electronic signature and counterparts. This document may be signed by electronic means (including online approval/digital enrolment) and in a number of identical counterparts; each counterpart shall be deemed an original document and all counterparts together shall constitute one document.

20.13 No assignment of claims and set-off. Except as expressly provided otherwise, the Customer has no right to set off charges due to the Company against its claims, and no claim/right arising from the Agreement may be assigned without prior written consent. This provision is in addition to clause 9.16.

20.14 Survival. Provisions which by their nature are intended to survive termination of the Agreement – shall continue to apply (see also clause 14.8).

20.15 Language of the Agreement. The Hebrew text of the Agreement is the binding version (see also clause 18.5).