DRAFT — REQUIRES REVIEW BY QUALIFIED EGYPTIAN LEGAL COUNSEL BEFORE USE

This document is a non-final draft prepared for the platform operator's internal use and for review by licensed Egyptian legal counsel. It is not legal advice, has no legal effect, and must not be published, presented to members, or relied upon until reviewed, corrected, and approved by a qualified lawyer admitted in the Arab Republic of Egypt. All bracketed placeholders (e.g. [OPERATOR LEGAL ENTITY]) must be completed before use.

Terminal — Terms of Use

Effective date: [EFFECTIVE DATE PLACEHOLDER]

Last updated: [LAST UPDATED PLACEHOLDER]

1. Who we are and what these Terms cover

These Terms of Use ("Terms") are a binding agreement between you ("you", "Member", or your organization) and [OPERATOR LEGAL ENTITY NAME], a company registered in the Arab Republic of Egypt under commercial registration number [CR NO.], with its registered office at [REGISTERED ADDRESS] ("Terminal", "we", "us", or the "Operator").

Terminal operates an online platform (the "Platform") that provides a curated directory of verified service providers in Egypt's post-harvest agricultural export ecosystem (including packhouses, cold stores, laboratories, logistics operators, maintenance providers, and consultants) together with a request-for-quotation ("RFQ") and quote workflow that lets exporters and buyers ("Buyers") and providers ("Providers") discover one another and exchange RFQs, quotes, messages, and documents.

By registering for, accessing, or using the Platform, you accept these Terms. If you do not agree, do not use the Platform.

2. The Platform is a venue, not a party to your transactions

Terminal is a facilitator and technology provider only. The Platform is a venue that helps Members find and communicate with one another. Terminal is not a party to, and does not participate in, negotiate, guarantee, underwrite, or perform, any contract, transaction, order, service, sale, or dealing between Members. Any agreement a Buyer and a Provider reach — including price, scope, quality, timing, delivery, payment, and remedies — is solely between those Members.

Terminal does not act as a broker, agent, commission agent, escrow holder, or representative of any Member, and no such relationship is created by your use of the Platform.

3. Eligibility and curated membership

The Platform is offered to businesses only (B2B). To register you must be a legally constituted entity (or its authorized representative), acting for purposes within your trade or profession, and able to enter binding contracts under Egyptian law.

Membership is curated. We may review applications, request documentation, and accept or decline any applicant at our discretion. Provider listings may display a "verified" status; the meaning and limits of that status are defined in the Verification Boundary Statement and the Trade Liability Disclaimer & Non-Guarantee, which form part of these Terms.

4. Accounts, organizations, and seats

You are responsible for the accuracy of your registration information, for maintaining the confidentiality of your credentials, and for all activity under your account. Access is provided on a per-organization basis and may be allocated to named users ("seats") in line with your subscription plan. You may not share seats, resell access, or exceed your seat allocation. You must promptly deactivate seats for users who leave your organization.

5. Acceptable use

You agree not to:

• post false, misleading, outdated, or deceptive profile, RFQ, or quote information;
• misrepresent your identity, capacity, certifications, or authority;
• upload documents you have no right to share, or that infringe any third party's rights;
• use the Platform to transmit unlawful, defamatory, infringing, or harmful content, or malware;
• scrape, harvest, or bulk-extract data, or use the Platform to build a competing directory;
• circumvent, disable, or probe the Platform's security or access controls; or
• use the Platform for any purpose that violates Egyptian law or the rights of others.

6. Member obligations — accuracy of data

Members are solely responsible for the accuracy, completeness, currency, and lawfulness of all information they submit, including company profiles, capacity claims, uploaded certificates and documents, RFQ details, and quotes. You must keep your information up to date and correct known errors promptly. Terminal does not independently verify the truth of Member-supplied content beyond the limited review described in the Verification Boundary Statement.

7. Intellectual property

The Platform, its software, design, text, and branding are owned by Terminal or its licensors and are protected by law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended business purpose during your subscription. You retain ownership of the content you submit; you grant Terminal a licence to host, display, process, and route that content as needed to operate the Platform and provide the service (including displaying your listing to other Members and enabling the RFQ/quote workflow).

8. Fees and subscriptions

Access to some features requires a paid subscription. Fees, billing cycles, and plan features are as set out at sign-up or in your order. Fees are for access to the Platform's tools and directory and are not a fee for, or guarantee of, any transaction outcome, lead quality, or business result.

9. Suspension and termination

We may suspend or terminate your access, remove content, or revoke "verified" status if you breach these Terms, provide false information, create risk for other Members, or where required by law. You may stop using the Platform and close your account at any time. Sections that by their nature should survive termination (including Sections 2, 5–7, 10–13) survive.

10. No warranty

The Platform is provided "as is" and "as available", without warranties of any kind, whether express or implied, to the fullest extent permitted by Egyptian law. We do not warrant that the Platform will be uninterrupted, error-free, or secure, or that any listing, document, RFQ, or quote is accurate, complete, current, or fit for any purpose. We do not warrant the identity, quality, capacity, compliance, certification, solvency, or performance of any Member.

11. Limitation of liability

To the maximum extent permitted by Egyptian law:

• Terminal is not liable for any loss or damage arising out of, or in connection with, any transaction, dealing, contract, service, or communication between Members, including any Provider's or Buyer's acts, omissions, breach, delay, non-performance, product quality, food-safety outcome, regulatory outcome, or misrepresentation.
• Terminal is not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost business, loss of goodwill, or loss of data.
• Terminal's total aggregate liability to you for all claims relating to the Platform, whether in contract, tort, or otherwise, will not exceed [LIABILITY CAP — e.g. the total subscription fees you paid to Terminal in the [12] months before the event giving rise to the claim].

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Egyptian law.

12. Terminal is not a regulator, certifier, adviser, or guarantor

Terminal is not a government body, regulator, certification body, accreditation authority, financial adviser, legal adviser, or compliance guarantor. Any food-safety, export-procedure, quality, or regulatory information made available through the Platform is general workflow support and source-linked guidance only, and is not legal, regulatory, or professional advice. Members must obtain their own professional advice and confirm current requirements with the competent Egyptian authorities and any relevant importing-country authorities. Guidance is drawn from public sources including the Egypt Trade Information Portal (export procedures for fresh fruit and vegetables) and Egypt's food-safety framework administered by the National Food Safety Authority (including the Executive Regulations issued under Prime Minister Decree No. 412 of 2019); such sources may change, and Terminal does not warrant their currency or applicability to your situation.

13. Disputes between Members

Any dispute, claim, or complaint arising between Members in connection with a transaction, service, RFQ, quote, or dealing is the responsibility of those Members and must be resolved between them. Terminal is not obliged to mediate, arbitrate, adjudicate, or become involved in Member disputes, and is not liable for their outcome. We may, at our discretion and without obligation, provide limited records (such as message or quote logs) where lawful and appropriate.

14. Governing law and jurisdiction

These Terms are governed by the laws of the Arab Republic of Egypt. The courts of [COMPETENT EGYPTIAN COURT / CITY — e.g. Cairo] have jurisdiction over any dispute between you and Terminal, without prejudice to any mandatory rule of Egyptian law. [COUNSEL: consider whether an arbitration clause (e.g. CRCICA) is preferred.]

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a new "last updated" date and, where the changes are material, provide reasonable notice. Your continued use after changes take effect constitutes acceptance.

16. Contact

Questions about these Terms: [OPERATOR CONTACT EMAIL] — [OPERATOR LEGAL ENTITY NAME], [REGISTERED ADDRESS], Arab Republic of Egypt.