Terms of Service

1. Introduction

These Terms of Service (together with all documents referred to in them, the "Terms") constitute a binding agreement between you and OneClient Tech L.L.C-FZ, a free-zone limited liability company registered in the Maiden Free Zone, Dubai, United Arab Emirates (hereinafter referred to as "OneClient", "we", "us", or "our").

These Terms govern your access to and use of the OneClient platform, including our website at 1client.app, the booking pages served at sub-paths thereof (e.g. 1client.app/<nickname>), our mobile applications for iOS and Android, our application programming interfaces, and all related services, features, content, and functionality (collectively, the "Service").

By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

These Terms apply to two distinct categories of user: (i) independent service professionals who use the Service to operate their booking page (each, a "Specialist"), and (ii) end-customers who book an appointment with a Specialist through the Service (each, a "Client"). Certain provisions apply only to one role and are marked accordingly.

2. Defined Terms

In these Terms, capitalised terms have the meanings set out below. Other defined terms are introduced in context throughout these Terms.

• "Account" means the registered account through which a User accesses the Service.
• "Booking" means a confirmed reservation made through the Service by a Client for a service offered by a Specialist at a specific date and time.
• "Client" means an individual who uses the Service to discover, contact, or book appointments with a Specialist.
• "Client Data" means the Personal Data of Clients collected through the Service in connection with a Booking, including name, contact details, and Booking history.
• "Effective Date" means the date on which you first accept these Terms by registering for or accessing the Service.
• "Fees" means, collectively, the Subscription Fees, any applicable processing fees, and any other amounts charged by OneClient under these Terms.
• "Intellectual Property Rights" means all intellectual property rights worldwide, whether registered or unregistered, including copyright, trademarks, trade dress, patents, design rights, database rights, trade secrets, moral rights, and rights of publicity.
• "Merchant of Record" means a third-party entity, currently Polar Software, Inc., that acts as the legal seller of Subscriptions for tax and consumer-law purposes, as further described in Section 9.
• "Personal Data" has the meaning given in the Privacy Policy.
• "Service" has the meaning given in Section 1.
• "Specialist" means an independent service professional who registers with the Service to manage and accept Bookings.
• "Specialist Content" means all text, images, descriptions, pricing, availability data, and other material that a Specialist uploads to or makes available through the Service.
• "Specialist Services" means the beauty, wellness, or other personal services offered by a Specialist to Clients outside the Service (e.g. at the Specialist's place of business), the booking of which is facilitated by the Service.
• "Sub-processor" means a third-party service provider engaged by us to process Personal Data on our behalf, as listed in the Privacy Policy.
• "Subscription" means a paid plan that grants a Specialist access to the Service for a recurring term (monthly or annual).
• "Subscription Fees" means the fees payable by a Specialist for a Subscription, as described in Section 9.
• "Term" has the meaning given in Section 16.
• "User" means any person who accesses or uses the Service, including Specialists and Clients.

3. Acceptance and Eligibility

3.1 Binding agreement

By creating an Account, accessing, or otherwise using the Service, you represent and warrant that (a) you are at least eighteen (18) years of age, (b) you have the legal capacity to enter into a binding contract under the law of your jurisdiction of residence, and (c) you are not barred from using the Service under any applicable law, including sanctions or export-control laws.

3.2 Acting on behalf of an entity

If you accept these Terms on behalf of a company, partnership, sole-proprietorship, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

3.3 No use by minors

The Service is not intended for, and may not be used by, individuals under the age of eighteen (18). We do not knowingly collect Personal Data from minors. If we become aware that we have collected Personal Data from a minor, we will delete it in accordance with the Privacy Policy.

4. The Service

4.1 What the Service is

OneClient is a software-as-a-service booking platform that enables Specialists to (a) publish a customisable booking page accessible at 1client.app/<nickname>, (b) define their services, pricing, working hours, and cancellation policy, (c) accept and manage Bookings from Clients, (d) communicate with Clients regarding their Bookings, and (e) manage their Client list and booking history.

Clients use the Service to discover Specialists, view a Specialist's availability and services, request a Booking, and receive Booking confirmations and reminders.

4.2 What the Service is not

OneClient is a technology platform. We do not provide, perform, supervise, or guarantee the Specialist Services. Specifically, and without limitation:

• We are not a beauty salon, wellness clinic, employer, agency, or service provider.
• We do not own, operate, or control any Specialist's business.
• We do not select, recommend, vet, or endorse Specialists for any purpose, except where we expressly state otherwise in writing.
• We do not guarantee the quality, safety, legality, or accuracy of any Specialist's listings, services, qualifications, or representations.
• We do not act as an escrow agent, payment processor, or intermediary for payments between Clients and Specialists, except where expressly stated in Section 10.

4.3 Modifications to the Service

We may, at our sole discretion, add, modify, suspend, or discontinue any feature of the Service at any time. Where a change is material and adversely affects a Specialist's ability to use the Service for which they have paid, we will provide reasonable advance notice and, where required by applicable law, a pro-rata refund of Subscription Fees for the unused portion of the then-current billing period.

5. Accounts

5.1 Specialist Accounts

To use the Service as a Specialist, you must register for an Account by providing accurate, current, and complete information. You agree to keep your Account information up to date at all times, including (without limitation) your legal or business name, contact details, services offered, prices, cancellation policy, and tax-relevant information.

You are solely responsible for: (a) maintaining the confidentiality and security of your Account credentials; (b) all activity that occurs under your Account, whether or not authorised by you; (c) notifying us promptly of any unauthorised access to or use of your Account; and (d) the accuracy and lawfulness of all Specialist Content you upload or make available through the Service.

5.2 Client Accounts

Clients may book appointments by providing limited Personal Data (typically name, email address, phone number, and a verification code) sufficient to confirm and manage the Booking. By making a Booking, the Client agrees that the information provided is accurate and that they intend to attend the booked appointment or follow the Specialist's cancellation policy.

5.3 Account security

You agree not to share your Account credentials with any third party. We will not be liable for any loss or damage arising from your failure to comply with this Section 5.3. We may, at our discretion, require additional authentication measures (including two-factor authentication) and may suspend Accounts where we reasonably suspect unauthorised access.

5.4 Multiple Accounts and impersonation

You may not (a) operate multiple Accounts to circumvent these Terms or any limitations on the Service, (b) impersonate any person or entity, or (c) misrepresent your affiliation with any person or entity. We may consolidate, suspend, or terminate Accounts that we reasonably believe are in violation of this Section 5.4.

6. Platform Role and Marketplace Disclaimer

6.1 Independent contractor status of Specialists

Each Specialist is an independent contractor operating their own business. No employment, agency, partnership, joint venture, or franchise relationship is created between OneClient and any Specialist by virtue of these Terms or the Specialist's use of the Service. Specialists are solely responsible for the performance, quality, and legality of their Specialist Services.

6.2 Direct relationship between Specialist and Client

When a Client makes a Booking, the Client and the Specialist enter into a direct contractual relationship for the provision of the Specialist Services. OneClient is not a party to that relationship, does not adjudicate it, and bears no responsibility for its performance.

6.3 No endorsement

The presence of any Specialist on the Service does not constitute an endorsement, recommendation, warranty, or guarantee by OneClient of that Specialist or their Specialist Services. Clients are responsible for making their own assessment of any Specialist they choose to book.

6.4 Disputes between Users

Any complaint, claim, or dispute between a Specialist and a Client arising from or in connection with a Booking (including (without limitation) the quality of the Specialist Services, cancellations, refunds, no-shows, alleged misconduct, or property damage) shall be resolved directly between the Specialist and the Client. OneClient is under no obligation to mediate, arbitrate, or otherwise intervene in such disputes; however, we reserve the right to do so at our sole discretion where we consider it appropriate, including taking action against an Account under Section 16 (Suspension and Termination).

7. Bookings, Cancellations, and No-Shows

7.1 Booking process

A Booking is created when a Client completes the booking flow on a Specialist's booking page and the Booking is confirmed by the Service (typically by email verification). Each Booking is subject to the Specialist's stated availability, services, prices, and cancellation policy at the time of Booking.

7.2 Cancellation policies

Each Specialist sets their own cancellation policy, which is displayed on their booking page and forms part of the contract between the Specialist and the Client for that Booking. Clients are responsible for reviewing the applicable cancellation policy before confirming a Booking. OneClient does not enforce, adjudicate, or guarantee compliance with any Specialist's cancellation policy.

7.3 No-shows and late arrivals

If a Client fails to attend a Booking (a "no-show"), or arrives late such that the Specialist Services cannot reasonably be provided in the booked time, the Specialist may apply their stated no-show or late-arrival policy. Any fees, charges, or consequences of a no-show or late arrival are the subject of the direct relationship between the Specialist and the Client and do not involve OneClient.

7.4 Modifications and rescheduling

Modifications and rescheduling of a Booking are subject to the Specialist's policy and availability. The Service provides functionality to support such changes, but does not guarantee their acceptance by either party.

7.5 Communications regarding Bookings

We will send Booking-related transactional communications (such as confirmations, reminders, and notices of changes) to the email address and/or phone number associated with the Booking. These communications are part of the Service and cannot be opted out of while you are using the Service. Marketing communications are governed by Section 13.

8. Specialist Compliance Obligations

8.1 Licensing and qualifications

The Specialist is solely responsible for obtaining and maintaining all professional licences, registrations, certifications, and qualifications required by law to perform the Specialist Services in the jurisdiction(s) in which the Specialist operates. OneClient does not verify any such credentials and makes no representation as to their validity.

8.2 Tax obligations

The Specialist is solely responsible for: (a) determining whether the Specialist Services are subject to value-added tax, sales tax, goods and services tax, or other indirect taxes in any jurisdiction; (b) collecting any such taxes from Clients where required; (c) reporting and remitting any such taxes to the relevant tax authorities; and (d) any income tax, social-security, or similar contributions arising from the Specialist's business activities. OneClient is not the Specialist's tax agent and does not provide tax advice.

8.3 Health, safety, and consumer protection

The Specialist shall comply with all applicable health, safety, hygiene, sanitation, consumer-protection, and advertising laws in the jurisdictions in which the Specialist operates. Where the Specialist Services involve regulated activities (including (without limitation) cosmetic procedures, medical aesthetics, or services for which a specific licence is required), the Specialist is solely responsible for compliance with the applicable regulatory regime.

8.4 Truthfulness of listings

The Specialist warrants that all Specialist Content is accurate, current, and not misleading at the time of publication, including (without limitation) descriptions of services, prices, qualifications, and "before-and-after" representations.

8.5 Right to use Client Data

Specialists must process Client Data lawfully and only for purposes connected with the Booking. The Specialist is the data controller of their Client Data; OneClient acts as a processor of Client Data on the Specialist's behalf, as further described in the Privacy Policy.

9. Subscription Fees and Billing

9.1 Subscription plans

Specialists may access certain features of the Service by paying the applicable Subscription Fees for a monthly or annual Subscription. Current Subscription plans and pricing are published on the Service. Prices are exclusive of any applicable taxes unless expressly stated.

9.2 Free trial

Where we offer a free trial, you may use the Service without paying Subscription Fees for the trial period specified at the time you create your Account (currently seven (7) days unless stated otherwise). If you do not cancel before the end of the trial period, your Subscription will commence and Subscription Fees will become due. We may modify or discontinue free trials at any time.

9.3 Renewal and cancellation

Subscriptions renew automatically at the end of each billing period (monthly or annual) at the then-current Subscription Fee for the renewed term, unless you cancel before the renewal date. You may cancel your Subscription at any time through your Account settings or by contacting support@1client.app. Cancellation takes effect at the end of the then-current billing period; you retain access to the Service until that date.

9.4 Price changes

We may change Subscription Fees from time to time. Any price change will apply to billing periods commencing after we give you at least thirty (30) days' advance notice by email or in-Service notification. If you do not agree to the new price, you may cancel your Subscription before the price change takes effect.

9.5 Failed payments

If a Subscription payment fails, we (or the Merchant of Record) may retry the charge in accordance with industry-standard dunning practice. If payment is not received within a reasonable period after the due date, we may suspend your access to paid features of the Service until the outstanding amount is paid.

9.6 Merchant of Record (Polar)

Where you purchase a Subscription through our website, the legal seller of that Subscription is Polar Software, Inc. ("Polar"), acting as our Merchant of Record. Polar collects payment, calculates and remits applicable sales tax, value-added tax, or goods and services tax on our behalf, and issues a receipt or invoice for the transaction. Your purchase is also subject to Polar's terms of service and privacy policy .

9.7 Subscriptions purchased through the Apple App Store or Google Play Store

Where you purchase a Subscription through Apple's App Store or Google's Play Store, the purchase is processed under the applicable store's terms (including (without limitation) the Apple Media Services Terms and Conditions or the Google Play Terms of Service ) and the store, not OneClient, acts as the merchant of record for the purchase. Refunds, cancellations, and billing disputes for such Subscriptions are governed by the applicable store's policies and must be addressed to the store directly.

9.8 Refunds for Subscription Fees

Except where required by applicable consumer-protection law (see Section 18.3) or explicitly granted in our sole discretion, Subscription Fees are non-refundable, and partial-period refunds are not provided. Where you are entitled to a refund under applicable law (such as a statutory cooling-off period for distance contracts in the European Economic Area or United Kingdom), the refund will be processed within the period required by that law.

9.9 Taxes

Subscription Fees are exclusive of any applicable taxes unless expressly stated. Where purchases are made through the Merchant of Record or an app store, that party is responsible for collecting and remitting applicable taxes. Where applicable taxes are not collected by such a party, you are responsible for any such taxes payable in connection with your use of the Service.

10. Client Payments for Services

10.1 In-person payments

Unless we expressly state otherwise on the Service, payments by Clients to Specialists for the Specialist Services are made directly between the Client and the Specialist (typically in person, in cash or by card at the Specialist's place of business). The Service may display the Specialist's accepted payment methods but does not facilitate or process such payments.

10.2 Online payment integrations (where available)

We may, from time to time, offer optional online payment functionality that enables Clients to pay Specialists at the time of Booking through a third-party payment processor (such as Stripe Connect). Where such functionality is enabled by a Specialist, (a) the Specialist becomes the merchant of record for those Specialist Service payments, (b) the third-party processor's terms apply to the processing of those payments, and (c) OneClient may charge the Specialist a transaction fee or commission, the terms of which will be communicated to the Specialist in advance.

10.3 OneClient is not a payment processor

OneClient does not hold, transmit, or store funds in connection with Client payments for the Specialist Services. All such payments are between the Client and the Specialist (and the relevant payment processor, where applicable). OneClient is not responsible for the success or failure of any such payment, for any chargeback, or for any dispute between a Client and a Specialist regarding payment.

10.4 Refunds for Specialist Services

Refunds for the Specialist Services are determined by the individual Specialist's policy, applicable law, and the direct contract between the Specialist and the Client. OneClient is not responsible for issuing refunds for the Specialist Services.

11. Specialist Content and Intellectual Property

11.1 Ownership of Specialist Content

As between you and OneClient, you retain all Intellectual Property Rights in your Specialist Content. You represent and warrant that you have all necessary rights, licences, and consents to upload, display, and make available the Specialist Content through the Service, including (without limitation) any rights of persons depicted in photographs.

11.2 License to OneClient

You hereby grant OneClient a non-exclusive, royalty-free, worldwide, sub-licensable licence to host, store, reproduce, adapt (to the extent necessary for technical delivery, such as resizing and reformatting), publicly display, and transmit your Specialist Content solely to the extent necessary to (a) operate, provide, improve, and market the Service, and (b) promote your booking page within the Service. This licence terminates when you delete the Specialist Content or terminate your Account, except to the extent we are required by law or have a legitimate need to retain copies (such as in backups or for Booking records).

11.3 Content removal

You may remove Specialist Content from the Service at any time through your Account settings. We may also remove Specialist Content that we reasonably believe (a) violates these Terms, (b) infringes any third-party Intellectual Property Rights or privacy rights, (c) is unlawful, obscene, harassing, or otherwise objectionable, or (d) creates legal or operational risk for OneClient. Where practicable and not legally restricted, we will notify you of any such removal.

11.4 OneClient's Intellectual Property

The Service (including its software, design, themes, layouts, source code, look and feel, user-interface elements, "OneClient" name and logo, and all related branding) is owned by OneClient or our licensors and is protected by Intellectual Property Rights. Except for the limited rights expressly granted in these Terms, no Intellectual Property Rights are transferred or licensed to you. You shall not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of any part of the Service, except to the extent such restriction is prohibited by applicable law.

11.5 Feedback

If you provide us with suggestions, ideas, improvements, or other feedback regarding the Service ("Feedback"), you hereby grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and exploit such Feedback for any purpose, without attribution or compensation.

12. Acceptable Use

12.1 Prohibited conduct

You shall not, and shall not permit any third party to:

• use the Service for any unlawful, fraudulent, deceptive, defamatory, obscene, or harassing purpose;
• impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• interfere with, disrupt, or impose an unreasonable load on the Service or any related infrastructure (including (without limitation) by uploading viruses, malware, or automated bots, except for legitimate search-engine crawlers);
• attempt to gain unauthorised access to any part of the Service, any other User's Account, or any related system or network;
• scrape, crawl, harvest, or otherwise systematically extract data from the Service without our prior written consent;
• use the Service to send unsolicited communications, "spam", or chain messages, or to harvest contact information for any such purpose;
• upload Specialist Content that infringes any third-party Intellectual Property Rights, privacy rights, or publicity rights;
• upload Specialist Content that depicts a minor in any sexualised or unsafe context, or that depicts any person in a manner intended to harass, demean, or endanger them;
• circumvent any access control, rate limit, geo-restriction, or other technical measure intended to limit the use of the Service;
• resell, sublicense, white-label, or otherwise commercially exploit the Service or any part of it without our prior written consent;
• use the Service to compete with OneClient, to develop a competing product, or to benchmark the Service for the benefit of a competing product;
• use the Service in violation of any applicable export-control, sanctions, or anti-money-laundering law.

12.2 Enforcement

We may, at our sole discretion and without liability, take any of the following actions in response to a violation or suspected violation of this Section 12: (a) remove or restrict access to offending content; (b) limit, suspend, or terminate the offending Account; (c) take legal action; or (d) cooperate with law-enforcement authorities. Where practicable and not legally restricted, we will give the affected User notice and an opportunity to cure before terminating the Account.

13. Communications and Notices

13.1 Transactional communications

You consent to receive transactional communications from us in connection with your use of the Service, including (without limitation) Booking confirmations, reminders, cancellation notices, password resets, security alerts, billing notices, and material changes to these Terms or the Privacy Policy. These communications form part of the Service and cannot be opted out of while you are using the Service.

13.2 Marketing communications

We will not send you marketing communications (such as product newsletters, promotions, or research surveys) unless you have given us your explicit consent to do so, or where permitted under the "soft opt-in" rules of applicable law (for example, where you are an existing customer and we are marketing similar products, subject to your right to opt-out). You may withdraw consent or opt-out at any time by following the unsubscribe instructions in any marketing communication or by contacting support@1client.app.

13.3 Notices to you

We may give you notices under these Terms by (a) email to the address associated with your Account, (b) in-Service notification, or (c) posting on our website. A notice is deemed received on the day it is sent (for email and in-Service notification) or the day it is posted (for website notices).

13.4 Notices to us

Notices to OneClient under these Terms must be sent to support@1client.app or to the registered address set out in Section 22. A notice to us is deemed received on the next business day after sending.

14. Privacy and Data Protection

Our collection, use, and disclosure of Personal Data in connection with the Service is described in our Privacy Policy, which is incorporated by reference into these Terms. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

Where you are a Specialist, you act as a data controller for the Personal Data of your Clients, and OneClient acts as a data processor on your behalf. The terms of that processor relationship, including the standard data processing addendum (DPA) available on request from support@1client.app, form part of these Terms.

15. Confidentiality

Each party may have access to non-public, confidential information of the other party in connection with the Service ("Confidential Information"). Confidential Information includes (without limitation) Client Data, Specialist Content not made public, business plans, pricing, and the terms of any negotiated agreement. Each party shall (a) use the other's Confidential Information solely to exercise its rights and perform its obligations under these Terms, (b) protect the Confidential Information using at least the same degree of care it uses for its own confidential information of similar kind (but no less than reasonable care), and (c) not disclose the Confidential Information to any third party except (i) to Sub-processors bound by similar confidentiality obligations, (ii) where required by law, regulation, or court order (with prompt notice to the disclosing party where lawful), or (iii) with the disclosing party's prior written consent.

16. Suspension and Termination

16.1 Term

These Terms commence on the Effective Date and continue until terminated in accordance with this Section 16 (the "Term").

16.2 Termination by you

You may terminate these Terms at any time by closing your Account through Account settings, or by emailing support@1client.app. Termination by you takes effect on closure of your Account; Subscription cancellation is governed by Section 9.3.

16.3 Termination by us

We may suspend or terminate your Account or your access to the Service, in whole or in part, at any time and without liability, where: (a) you have materially breached these Terms (including (without limitation) Section 12 — Acceptable Use); (b) we are required to do so by law, regulation, or court order; (c) we reasonably believe your continued use of the Service creates risk of harm to us, to another User, or to a third party; or (d) for any other reason, on at least thirty (30) days' prior notice (in which case we will refund pro-rata any pre-paid Subscription Fees for the unused portion of the then- current billing period).

16.4 Effect of termination

On termination of these Terms or your Account: (a) your right to access and use the Service ceases immediately; (b) we may delete your Account and all associated data (including Specialist Content), subject to the data retention provisions in the Privacy Policy; (c) any outstanding Subscription Fees become immediately due and payable; and (d) provisions of these Terms that by their nature should survive termination — including (without limitation) Sections 6 (Marketplace Disclaimer), 8 (Specialist Compliance), 11 (IP), 15 (Confidentiality), 17 (Beta), 18 (Warranties), 19 (Liability), 20 (Indemnification), 22 (Governing Law), 23 (Dispute Resolution), and 25 (General) — shall survive.

17. Beta and Preview Features

From time to time, we may make pre-release, "beta", "preview", "early access", or otherwise experimental features of the Service available ("Beta Features"). Beta Features are provided "as is" and are excluded from any service-level commitments, warranties, and (to the maximum extent permitted by applicable law) any liability under these Terms. We may discontinue any Beta Feature at any time without notice.

18. Warranties and Disclaimers

18.1 Mutual warranties

Each party warrants that (a) it has the legal capacity and authority to enter into these Terms; and (b) its performance under these Terms will comply with all applicable laws.

18.2 Disclaimer of warranties

Except as expressly set out in these Terms and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranty of any kind, whether express, implied, statutory, or otherwise. OneClient specifically disclaims all warranties, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, error-free performance, and security.

Without limiting the foregoing, OneClient makes no warranty that (a) the Service will meet your requirements, (b) the Service will be uninterrupted or error-free, (c) any errors or defects will be corrected, or (d) the Service or any underlying server is free of viruses or other harmful components.

18.3 Consumer statutory rights

Nothing in this Section 18 excludes, restricts, or modifies any consumer right that cannot be excluded under applicable law, including (without limitation) (a) the statutory rights of consumers in the European Economic Area under the Consumer Rights Directive 2011/83/EU and national implementations; (b) the statutory rights of consumers in the United Kingdom under the Consumer Rights Act 2015; (c) the statutory rights of consumers in Australia under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)); (d) the statutory rights of consumers in the United States under applicable federal and state law; and (e) the statutory rights of consumers in the United Arab Emirates under applicable consumer-protection legislation. Where any such right applies, it shall prevail to the extent of any inconsistency with these Terms.

19. Limitation of Liability

19.1 Excluded damages

To the maximum extent permitted by applicable law, in no event shall OneClient, its officers, directors, employees, agents, licensors, or Sub-processors be liable to any User for any (a) indirect, incidental, special, consequential, exemplary, or punitive damages, (b) loss of profits, revenue, business opportunities, goodwill, or anticipated savings, (c) loss or corruption of data, (d) cost of substitute goods or services, or (e) loss or damage of any kind arising from any Specialist Services, in each case whether arising in contract, tort (including negligence), under statute, or otherwise, and whether or not such party has been advised of the possibility of such damage.

19.2 Cap on liability

To the maximum extent permitted by applicable law, OneClient's aggregate liability to any User in connection with these Terms or the Service, whether arising in contract, tort (including negligence), under statute, or otherwise, shall not exceed the greater of (a) the amount of Subscription Fees actually paid by the User to OneClient in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred United States dollars (US$100).

19.3 Specialist Services

Without limiting Sections 19.1 and 19.2, OneClient shall not be liable for any loss, damage, injury, illness, harm, or other consequence (including (without limitation) bodily injury, allergic reaction, dissatisfaction with results, or property damage) arising from or in connection with any Specialist Services.

19.4 Carve-outs

Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by a party's negligence, (b) fraud or fraudulent misrepresentation, (c) any other liability that cannot be excluded or limited by applicable law, or (d) a User's payment obligations under these Terms.

20. Indemnification

20.1 Indemnification by you

You agree to defend, indemnify, and hold harmless OneClient and its officers, directors, employees, agents, licensors, and Sub-processors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms; (b) your violation of any applicable law or any third-party right (including (without limitation) any Intellectual Property Right, privacy right, or publicity right); (c) the Specialist Services (if you are a Specialist) or any dispute with a Client related thereto; (d) your Specialist Content; and (e) any false or misleading information you provide in connection with your Account or any Booking.

20.2 Procedure

We will (a) promptly notify you of any claim subject to indemnification under Section 20.1, (b) cooperate with you (at your expense) in the defence and settlement of the claim, and (c) allow you to control the defence and settlement, provided that you (i) do not admit liability or enter into any settlement that imposes an obligation on us without our prior written consent, and (ii) act diligently to defend or resolve the claim.

21. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including (without limitation) acts of God, natural disasters, epidemics or pandemics, war or armed conflict, civil unrest, acts of government or regulator, embargoes or sanctions, labour disputes, power or telecommunications outages, cyberattacks, or failures of third-party service providers (a "Force Majeure Event"). The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate these Terms on written notice.

22. Governing Law and Jurisdiction

22.1 Governing law

These Terms and any dispute, claim, or matter (whether contractual or non-contractual) arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates applicable in the Emirate of Dubai, without giving effect to its conflict-of-laws principles.

22.2 Jurisdiction

Subject to Section 22.3 and to the dispute resolution procedure in Section 23, the parties submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.

22.3 Consumer carve-outs

Where you are a consumer (rather than a business) ordinarily resident in the European Economic Area, the United Kingdom, Australia, or another jurisdiction whose law confers on consumers a non-waivable right to bring proceedings in their local courts and/or under their local law, (a) the mandatory consumer-protection provisions of the law of your jurisdiction of residence shall apply notwithstanding Section 22.1, and (b) you may bring proceedings in the competent courts of your jurisdiction of residence notwithstanding Section 22.2.

22.4 Class action waiver

To the maximum extent permitted by applicable law, you and OneClient agree that any dispute arising under these Terms shall be brought on an individual basis only, and not as part of any class, consolidated, or representative proceeding. This Section 22.4 does not apply where prohibited by applicable law.

23. Dispute Resolution

23.1 Informal resolution

Before commencing any formal proceeding against the other party, each party agrees to attempt in good faith to resolve any dispute by direct discussion. The complaining party shall send a written notice to the other party (to support@1client.app in the case of notices to OneClient) describing the dispute and the proposed resolution. The parties shall use reasonable efforts to resolve the dispute within thirty (30) days of such notice.

23.2 Mediation (optional)

If a dispute is not resolved within the thirty (30) day period referred to in Section 23.1, the parties may, by mutual agreement, refer the dispute to non-binding mediation before commencing formal proceedings. Costs of mediation shall be borne equally by the parties.

23.3 Formal proceedings

Failing resolution under Sections 23.1 and 23.2, either party may bring formal proceedings in the competent courts identified in Section 22.

24. Modifications to These Terms

We may modify these Terms from time to time to reflect changes in the Service, applicable law, our business practices, or for other legitimate reasons. We will give you reasonable advance notice of any material change (typically at least thirty (30) days, except where a change is required to be implemented immediately for legal or security reasons) by email to your Account address and/or by in-Service notification. The updated Terms will indicate the date on which they take effect. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of those updated Terms. If you do not accept the updated Terms, you must stop using the Service and may close your Account.

25. General Provisions

25.1 Entire agreement

These Terms, together with the Privacy Policy, the Cookie Policy, and any documents expressly incorporated by reference herein, constitute the entire agreement between you and OneClient regarding the Service and supersede all prior or contemporaneous understandings, agreements, and representations (whether oral or written) regarding the subject matter hereof.

25.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if such modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

25.3 No waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude further exercise of that right or remedy.

25.4 Assignment

You may not assign, transfer, or sub-license your rights or obligations under these Terms without our prior written consent. We may assign these Terms (in whole or in part) without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

25.5 Independent contractors

Nothing in these Terms creates any partnership, joint venture, employment, agency, or franchise relationship between you and OneClient. Neither party has authority to bind the other.

25.6 Third-party beneficiaries

Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

25.7 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

25.8 Language

These Terms are made in the English language. Any translation is provided for convenience only; the English version shall prevail in the event of any inconsistency.

25.9 Survival

Any provision of these Terms that by its nature should survive termination shall survive termination, including (without limitation) those provisions listed in Section 16.4.

26. Contact

If you have any questions, concerns, or complaints regarding these Terms or the Service, please contact us at:

• Email: support@1client.app
• Postal address: OneClient Tech L.L.C-FZ, Maiden Free Zone, Dubai, United Arab Emirates