SAYFI — Global Terms of Service (Global)

Version ID: 9.1
Effective date: 2025-09-09 (Asia/Dubai)
Entity: SAYFITECH LTD ("SAYFI", "we", "us") — DIFC, Dubai, United Arab Emirates

Change log (v9.1 — compliance hardening): clickwrap & arbitration (CA public-injunction carve-out); UK crypto-promotions gating (PS23/6); DFSA perimeter notices; CFTC/NFA "Hypothetical" proximity + net-of-fees; auto-renewal & cancellation (CA ARL, EU/UK cooling-off); market-abuse prohibitions; AI transparency rider; GDPR/DIFC privacy sharpening.

Quick-read (plain English, not a substitute for the full terms)

• SAYFI is an AI-native financial operating system and co-pilot. We are not a broker/exchange/custodian and we do not hold assets or keys.
• You connect your own accounts at licensed third-party partners; you place orders under their terms.
• Outputs (including AI content, signals, simulations) can be wrong, delayed, or incomplete. Always verify before acting.
• Trading involves risk of substantial loss.
• These Terms incorporate our Master Global Disclaimer (Part I) and our Privacy Notice.
• Disputes (except where local law mandates otherwise) are governed by DIFC law and resolved by DIAC arbitration; U.S. users have a small-claims carve-out, class-action waiver, and a 30-day arbitration opt-out.

1) Scope & Precedence

1.1 Contract. These Terms of Service ("Terms") form a binding agreement between you and SAYFITECH LTD when you create an account, connect a partner, or use any SAYFI website, app, API, extension, plugin, integration, or related service (collectively, the "Services").

1.2 Incorporation by reference. The following documents are part of these Terms: (a) Part I — Master Global Disclaimer (embedded below/attached); (b) Privacy Notice; (c) any product-specific terms, feature descriptions, and Acceptable Use rules we publish; (d) applicable Jurisdictional Riders where we present them; and (e) Partner Terms of any third party you connect.

1.3 Order of precedence. If there is a conflict: mandatory law > Jurisdictional Rider > Partner Terms for execution/custody matters > these Terms > Master Global Disclaimer > product docs/FAQs.

1.4 Non-financial services posture. SAYFI holds a DIFC Innovation (Technology) Licence and does not hold a DFSA financial services authorisation.

1.5 Assent method & records. You agree to these Terms by (a) ticking a checkbox stating "I agree to the Terms of Service" (hyperlinked) and (b) clicking the action button (e.g., Create account or Connect). The checkbox and link appear immediately adjacent to the action button in a clearly legible font and contrasting color. We record timestamp, IP, device/OS, app version, locale, UI variant ID, and a screenshot/hash of the sign-up screen and the then-current Terms. We also record any jurisdictional rider codes applied at sign-up.

2) Who may use the Services

2.1 Eligibility. You must be at least 18 and legally capable of entering contracts. Access may be restricted by geo-controls, sanctions, or Partner eligibility requirements.

2.2 KYC/AML & sanctions. You agree to provide accurate information and to comply with identity, sanctions, and export-control checks. Do not use VPNs or other tools to circumvent geo-controls.

2.3 Forbidden uses. If prohibited by law, by sanctions, or by a Partner, you must not use the Services.

3) Accounts, security & your responsibilities

3.1 Your account. Keep credentials and 2FA secure. You are responsible for all activity under your account.

3.2 No wallets/custody. We do not hold assets or private keys; never share private keys, seed phrases, or one-time codes with anyone claiming to be SAYFI.

3.3 Connected accounts. When you connect a broker/exchange/wallet or data service (each a "Partner"), you instruct us to send/receive data and order instructions as permitted by that Partner and your settings. You remain the Partner's customer.

4) Platform description (what we do)

4.1 Intent → plan → instruction. SAYFI converts natural-language intent into guard-railed plans, simulations, and broker/exchange-routable order instructions.

4.2 No matching/custody. We do not operate order books, matching, clearing, settlement, custody, or price discovery.

4.3 Non-discretionary automation. If you enable automation, it is user-configured, user-armed, and non-discretionary. Default is off.

5) What we are not (perimeter statement)

SAYFI is not a broker/dealer, exchange, market maker, ATS/MTF/OTF, custodian, portfolio manager, investment adviser, fund, lender, or credit arranger; does not provide personalised recommendations or suitability assessments; and does not act as your agent in entering trades. No regulator endorses or approves the Services.

6) No investment/financial/tax/legal advice

Information, signals, alerts, models, educational content, and AI outputs are for information only and do not consider your objectives, financial situation, or needs. Do not rely on the Services as advice; seek professional advice where appropriate.

7) AI/LLM and data-source limitations

7.1 Probabilistic outputs. AI outputs may be inaccurate, incomplete, delayed, or inconsistent. Data feeds may be interrupted or stale.

7.2 Verification. Always verify independently before acting on any output.

7.3 Non-uniqueness. Outputs may be similar for different users and may not be unique.

8) Trading & infrastructure risks

Trading (including spot, margin, and derivatives) involves substantial risk of loss up to total loss. Risks include volatility, leverage/liquidation, illiquidity, latency, slippage, partial fills, trigger failures, price-feed delays, circuit breakers, and third-party outages. Stop-loss/conditional orders are not guaranteed. You are responsible for taxes and regulatory obligations in your jurisdiction.

9) Simulations, backtests & hypothetical performance

Any simulated, modelled, or backtested performance we present is hypothetical. Prescribed cautionary language appears immediately adjacent to the figures and tables (same screen/viewport), and where required we show performance net of all known commissions, fees, and expenses. Assumptions, data windows, and material limitations are disclosed alongside results. Hypothetical results are for illustration only and not necessarily indicative of future results.

10) Copy-signals & social features (if available)

Copy/social signals are publisher content and not endorsements. Any automation or copy action is user-configured, user-armed, and non-discretionary, sending instructions to your own Partner account under that Partner's terms. We do not provide discretionary portfolio management.

UK/EU perimeter. Features that could be characterised as portfolio management or investment advice may be disabled or gated by eligibility and appropriateness checks. We may restrict or disable certain features to comply with local law.

11) Partners, links & third-party terms

Partners (brokers/exchanges/wallets/data vendors) are independent. When you connect a Partner, your activity is governed by that Partner's terms, privacy policy, fees, and instrument lists. Execution quality, availability, pricing, and custody are the Partner's responsibility. We are not responsible for Partner acts/omissions.

12) Plans, trials, billing & taxes

12.1 Plans & pricing. Fees and plan features are shown prior to purchase.

12.2 Auto-renewal disclosure. Before you complete a purchase, we display clear and conspicuous renewal terms (price, cadence, how to cancel) and obtain your affirmative consent to auto-renew.

12.3 Acknowledgment email. We send a retainable post-purchase email confirming key terms and cancellation methods.

12.4 Cancellation. You can cancel online in the same way you subscribed (no calls or chats required). Cancelling stops future charges; access continues until the end of the current term unless local law requires otherwise.

12.5 Trials/credits. Trials convert to paid unless cancelled before renewal; we may revoke trials/credits in cases of abuse.

12.6 Cooling-off. Where a statutory cooling-off right applies (e.g., EU/UK 14 days), we honor it. For immediate access to digital services during the cooling-off period, we will obtain your express request and acknowledgement that you may lose the withdrawal right once full performance begins. We also make available a model cancellation form and an online cancellation path and confirm receipt on a durable medium where required.

12.7 Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes, duties, and withholdings.

13) Acceptable Use

You will not: (a) violate law, sanctions, or Partner terms; (b) circumvent geo-controls or eligibility checks; (c) probe, overload, or disrupt the Services; (d) access data or accounts without permission; (e) provide or use false, misleading, or manipulative signals; (f) scrape, bulk-download, or create competitive datasets from our content or Market Data; (g) reverse engineer or bypass rate limits or access controls; (h) use the Services for illicit finance; or (i) engage in market abuse or unlawful conduct, including fraud, insider dealing, or manipulation prohibited by SEC Rule 10b-5, CFTC Rule 180.1, EU MAR, or analogous rules; (j) use the Services to design, test, or deploy manipulative trading strategies; (k) violate export-control or anti-corruption laws.

Violations may result in suspension or termination and referral to authorities.

14) Market data & content rights

14.1 Licensing. Market data, news, charts, and analytics ("Market Data") are licensed from third parties and subject to their restrictions. You may view Market Data through the Services for your internal use only and may not redistribute, store beyond caching, or commercialise it unless expressly permitted.

14.2 Our content. The Services, including UI/UX, software, models, and documentation, are owned by SAYFI or its licensors and protected by IP laws.

14.3 User content. If you upload prompts, notes, strategies, or other content ("User Content"), you grant SAYFI a worldwide, non-exclusive, royalty-free licence to host, process, display, and create non-conflicting technical adaptations to operate the Services, as described in the Privacy Notice. You retain ownership of your User Content.

14.4 Audit & controls. To enforce Market Data restrictions, licensors may require us to conduct usage audits (with reasonable notice) and implement technical controls (e.g., token gating, watermarking, entitlements). You agree not to circumvent such controls.

15) Feedback & beta features

15.1 Feedback. You grant SAYFI a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate suggestions without obligation.

15.2 Beta/experimental. We may label features as "alpha," "beta," or "experimental"; they may be unstable, changed, or withdrawn without notice.

16) Privacy & security

We process personal data for account creation, security/fraud prevention, device telemetry, and service analytics per our Privacy Notice. Our notice includes disclosures aligned with DIFC Data Protection Law 2020 and GDPR-style transparency (controller identity, DPO/contact, purposes, legal bases, retention, recipients, international transfer mechanisms, and your rights). We employ administrative, technical, and organisational measures appropriate to risk; however, no method is 100% secure.

17) Promotions & financial-promotion hygiene

Our materials describe technology and tools and are not invitations or inducements to buy/sell financial products. We may apply additional journey controls by jurisdiction.

DIFC/DFSA. We do not make Financial Promotions in or from the DIFC except in accordance with DFSA GEN 3.4 and related guidance. Where applicable, required "not regulated by the DFSA" notices are displayed.

United Kingdom (retail crypto). Where a communication is a financial promotion to UK retail clients, we comply with FCA PS23/6 and related guidance, including the standard risk warning, 24-hour cooling-off for first-time investors, appropriateness assessments, and the ban on incentives. Promotions will be made or approved by an authorised person where required. If a journey cannot meet these requirements, the promotion will not be shown.

18) Service changes; availability

We may modify, suspend, or discontinue features at any time. We aim for high availability but provide the Services on an "as is" and "as available" basis without SLAs unless agreed in writing.

19) Warranties & disclaimers

To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. See also Part I — Master Global Disclaimer.

20) Limitation of liability (consumer-law carve-outs)

To the maximum extent permitted by law, SAYFI and its affiliates, officers, employees, and suppliers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, loss of data, or business interruption, even if advised of the possibility. Nothing excludes liability that cannot be excluded by law (e.g., death/personal injury caused by negligence, or fraud/fraudulent misrepresentation). Some jurisdictions do not allow certain exclusions/limitations; in those cases our liability is limited to the maximum extent permitted by law.

21) Indemnity

You agree to indemnify, defend, and hold harmless SAYFI and its affiliates from any claim, loss, liability, and expense (including reasonable legal fees) arising from your use of the Services, your violation of law/third-party rights/Partner terms, or your breach of these Terms.

22) Governing law; dispute resolution

22.1 Global (default). Except where local law mandates otherwise, these Terms and any dispute not covered by Partner Terms are governed by DIFC law (conflict rules excluded). Disputes are resolved by individual arbitration under DIAC Rules 2022, seat DIFC, UAE.

22.2 U.S. users. The Federal Arbitration Act governs interpretation and enforcement. No class or representative actions: disputes must be brought in the parties' individual capacities. Either party may bring a claim in small-claims court if eligible.

22.3 Public-injunctive relief (California). Notwithstanding the foregoing, nothing in this Agreement waives your right to seek public injunctive relief in a court of competent jurisdiction under applicable California law; the parties may request a stay of such claims pending individual arbitration of all arbitrable claims.

22.4 30-day opt-out. You may opt out of mandatory arbitration within 30 days of first assent by emailing support@sayfi.ai with subject "Arbitration Opt-Out" and your account email.

22.5 Injunctions. Either party may seek injunctive relief for misuse of IP or breach of confidentiality.

23) Term; suspension; termination

We may suspend or terminate access for breach, legal risk, non-payment, fraud, or security reasons. You may stop using the Services at any time. Sections intended to survive (including 6–11, 13–15, 17–22, 24–27, and Part I) survive termination.

24) Electronic records; versioning & changes

24.1 Assent records. We log your assent (timestamp, IP, device/OS, app version, locale, UI variant ID, rider codes) and store a snapshot/hash of the sign-up screen and the then-current Terms for audit.

24.2 E-sign disclosures. Where the U.S. E-SIGN Act or UETA applies, we provide required hardware/software disclosures, obtain consent to electronic records, and enable you to retain and retrieve records (including sending a post-purchase email confirmation).

24.3 Changes. We may update these Terms; the Version ID and effective date appear at top. Material changes may require re-assent and will be notified as required by law.

25) Export, sanctions & anti-corruption

You represent that you are not subject to sanctions and will not use the Services in prohibited countries or for prohibited end uses. You will comply with applicable anti-corruption, anti-bribery, and export-control laws.

26) App stores & third-party platforms

If you download our apps, your use may also be governed by the app store's terms. The app store is not responsible for support or claims except as required by law.

27) Miscellaneous

27.1 Entire agreement. These Terms (including referenced documents) are the entire agreement.

27.2 Severability. If a term is unenforceable, the rest remain in effect.

27.3 Assignment. You may not assign without our consent; we may assign to an affiliate or in connection with a merger or sale.

27.4 No waiver. Failure to enforce is not a waiver.

27.5 Notices. We may notify you in-product, by email, or by posting. You will keep contact details current.

27.6 Headings. Headings are for convenience only.

27.7 Language. If we provide a translation, the English version controls in case of conflict.

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Part I — Master Global Disclaimer (incorporated)

Read-first summary (plain English; not a substitute for the full terms): SAYFITECH LTD ("SAYFI", "we", "us") provides an AI-native financial operating system and co-pilot. We are a technology platform. We do not operate an order book or match trades, do not hold customer assets or private keys, and do not act as a broker/dealer, exchange, market maker, custodian, portfolio manager, investment adviser, or fund. Outputs may be wrong, delayed, or incomplete — always verify independently. If you choose to trade, you place orders in your own account with a licensed third-party partner, under that partner's terms. Trading involves substantial risk of loss; past performance, including hypothetical/simulated results, does not guarantee future results.

1) Who we are and what we do

Company: SAYFITECH LTD ("SAYFI").
Head office: Dubai International Financial Centre (DIFC), United Arab Emirates.
Licence posture: SAYFI holds a DIFC Innovation (Technology) Licence and does not hold a DFSA financial services authorisation.
Platform: We convert natural-language intent into guard-railed plans, simulations, and broker/exchange-routable order instructions, and provide connectivity to licensed partner venues for users who choose to trade. We do not operate order books, matching/price discovery, clearing, settlement, or custody.

2) Perimeter statement — what we are not

Not a broker/dealer, exchange, market maker, ATS/MTF/OTF, custodian, portfolio manager, investment adviser, fund, lender, or credit arranger.

No personalised recommendations or suitability assessments; content is general/educational.

You initiate and transmit final orders within the partner's environment (SDK/deep link/embedded widget).

Automation, if available, is non-discretionary, user-configured, and user-armed; default off.

We are not your agent and do not act on your behalf in entering trades.

No regulatory endorsement: Nothing in our communications should be read as endorsement or approval by any regulator.

3) No investment/financial/tax/legal advice

Information, signals, alerts, models, and outputs are informational and general. They do not consider your objectives, financial situation, or needs and should not be relied upon as advice. You must make independent decisions and, where appropriate, seek professional advice.

4) AI/LLM and data-source limitations

AI outputs are probabilistic and may be inaccurate, incomplete, delayed, or inconsistent. Data feeds may be interrupted or stale. Always verify independently before acting.

5) Trading and infrastructure risks

Trading (including spot, margin, and derivatives) involves substantial risk of loss up to total loss. Risks include volatility, leverage/liquidation, illiquidity, latency, slippage, partial fills, trigger failures, price-feed delays, and third-party outages. Stop-loss/conditional orders are not guaranteed. You are responsible for tax filings and regulatory obligations in your jurisdiction.

6) Simulations, backtests, and hypothetical performance

Any simulated/modelled/backtested results are hypothetical and differ from actual results due to market factors and assumptions. Where required, we display prescribed cautionary statements adjacent to such figures and label them "Hypothetical." Hypothetical results are for illustration only and are not predictive.

7) Copy-signals and automation (if available)

Copy/social signals are publisher content and not endorsements. Automation runs only on your rules; it is non-discretionary and must be explicitly armed by you. You remain responsible for monitoring, risk, and compliance with partner terms.

8) Third-party partners and links

Partners (brokers/exchanges/wallets/data vendors) are independent of SAYFI. When you connect a partner, you remain their customer and your activity is governed by their terms, privacy policies, and fees. We are not responsible for third-party acts/omissions. Execution quality, availability, pricing, and custody are the partner's responsibility.

9) Eligibility, KYC/AML, sanctions, geo-controls

SAYFI is for adults 18+. Access depends on eligibility, identity checks, and compliance with sanctions/export-control laws. You must not use VPNs or other methods to circumvent geo-controls. We may deny/limit access in restricted jurisdictions or where local law requires.

10) Promotions, invitations, and financial-promotion hygiene

Our materials describe technology and tools. They are not an invitation or inducement to buy/sell financial products. In certain jurisdictions, additional journey controls apply (see Jurisdictional Riders). Where local rules require, any promotion is shown only with required warnings, gates, and approvals.

11) Data & privacy (summary)

Account creation, security/fraud prevention, device telemetry, and service analytics are processed per our Privacy Notice.

12) No warranties

The service is provided "as is" and "as available" without warranties of any kind (express or implied), including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

13) Limitation of liability (consumer-law carve-outs)

To the maximum extent permitted by law, SAYFI and its affiliates, officers, employees, and suppliers are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, loss of data, or business interruption, even if advised of the possibility. Nothing in this disclaimer excludes or limits liability that cannot be excluded by law (including liability for death or personal injury caused by negligence, or for fraud/fraudulent misrepresentation). Some jurisdictions do not allow certain exclusions/limitations; in those cases our liability is limited to the maximum extent permitted by applicable law.

14) Indemnity

You agree to indemnify, defend, and hold harmless SAYFI and its affiliates from any claim, loss, liability, and expense (including reasonable legal fees) arising from your use of the service, your violation of laws/third-party rights/partner terms, or your breach of these terms.

15) Governing law and dispute resolution

Except where local law mandates otherwise, this disclaimer and any dispute not covered by a partner's terms are governed by DIFC law (conflict rules excluded) and resolved by individual arbitration under DIAC Rules 2022, with the seat in the DIFC, UAE. For U.S. users, a small-claims court carve-out and no class/representative actions apply where permitted by law.

16) Versioning, changes, and records

We may update this disclaimer; the effective date and Version ID appear at the top. We log your assent (timestamp, device, IP, rider codes) and store a snapshot/hash of the rendered text for audit purposes. Material changes may require re-assent.

17) Contact

SAYFITECH LTD (SAYFI)
DIFC, Dubai, United Arab Emirates
Support: support@sayfi.ai

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Jurisdictional Riders

These riders apply in addition to the Terms where you are located or where we target you with a relevant communication. If there is a conflict with the main body, the applicable Rider prevails for that jurisdiction.

Rider AE-DIFC-FP1 — DIFC/DFSA Financial Promotions Perimeter

We do not make Financial Promotions in or from the DIFC unless made by, or approved by, a DFSA-authorised person or otherwise compliant with GEN 3.4 and related DFSA guidance. Where applicable, we display "not regulated by the DFSA" notices. Certain features or communications may be withheld in the DIFC.

Rider UK-CP1 — UK Retail Crypto Promotions

From 8 Oct 2023, communications that are financial promotions to UK retail clients comply with FCA PS23/6 and guidance: (a) standard risk warning; (b) 24-hour cooling-off for first-time investors; (c) appropriateness assessments; (d) no incentives; and (e) promotions made or approved by an authorised person. Where a journey cannot comply, the promotion will not be shown.

Rider US-CA-ARL — California Auto-Renewal

For California consumers, we provide clear & conspicuous renewal terms before purchase, obtain affirmative consent, send a retainable acknowledgment, send renewal reminders where required, and offer online cancellation that is as easy as sign-up.

Rider EU-AI-TR1 — EU AI Act Transparency

Where required by the EU AI Act, we provide AI-interaction notices, content-origin labels for AI-generated or AI-altered media, and maintain logs consistent with applicable transparency obligations on providers/deployers, on the timelines specified by the Act.

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Annex — Definitions

• Automation: User-configured, user-armed non-discretionary execution features.
• Connected Account: An account you hold with a Partner (e.g., exchange, broker, wallet) that you connect to the Services.
• Market Data: Third-party market information, quotes, news, charts, and analytics made available through the Services.
• Outputs: AI/LLM responses, analytics, simulations, alerts, signals, or other results generated by the Services.
• Partner: A third party (broker, exchange, wallet, data vendor, etc.) that provides services or connectivity you use in connection with SAYFI.
• User Content: Content you submit or upload to the Services (e.g., prompts, notes, strategies, datasets) other than personal data.

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Contact & Notices

SAYFITECH LTD (SAYFI)
DIFC, Dubai, United Arab Emirates
Support: support@sayfi.ai
Legal notices: legal@sayfi.ai (if different from Support)