Terms of service (draft)

DRAFT. NOT LEGAL ADVICE. NOT FOR PUBLICATION.

Drafted by an AI agent (spec decision 10) and pending review by a lawyer qualified in Iraq (and later Australia). Nothing here has been verified by a lawyer. [TBC] = to be decided or confirmed. [UNVERIFIED] = not confirmed against a source. Governing law, dispute resolution, liability caps and payment terms are placeholders to be decided with the lawyer. See assumptions.md and lawyer-review-brief.md.

"Frontra" is an internal working name. Company name, product name, domain and contacts are placeholders from the brand configuration (ADR 0008).

Part A. Plain-language summary

1. These terms are between [TBC: operating company] and venues (owners and authorised staff) who use the platform to run a virtual queue. Owners accept them at sign-up (or an agent records acceptance on the owner's behalf with the owner's confirmation).
2. Queue customers (people who join a queue) do not sign up. They are covered by a short customer notice (Part C) and the Privacy Policy.
3. A free tier exists with limits (for example 20 tickets a day). Paid plans are bought by cash, bank transfer or local wallet, recorded manually, in IQD or USD [TBC].
4. Agents who sell the product are bound by a separate agent agreement, not these terms. An agent is not authorised to change these terms or promise anything not written here.
5. Use the service lawfully, do not abuse it, keep your account secure, and handle your customers' data carefully.
6. We aim for good availability but make no guarantee during the pilot. Liability is limited as stated, subject to the law [TBC].
7. Either side can end the agreement. Governing law and disputes: [TBC].

Part B. Terms for venues (customers of the platform)

1. Definitions

"Platform": the customer web app, staff app, TV display, owner portal, admin console and related services. "Venue": a business using the platform. "Tenant": the account holding one or more venues. "Owner": the person accepting these terms for the tenant. "Customer": a member of the public in a venue's queue. "Plan": a service level (Free, Starter, Pro, Business, or a pilot plan) whose limits and prices are maintained by us as data and may change per section 14.

2. Who may use the platform

2.1 You must be at least 18 ([TBC: age of majority and capacity for businesses under Iraqi law]) and authorised to bind the business. 2.2 You are responsible for the actions of your staff and for the accuracy of the information you provide. 2.3 Acceptance is recorded with version, time, person and language (TEN-09). Re-acceptance is required when we make material changes. A tenant cannot go live without a recorded acceptance of the current version. 2.4 When an agent sets up the account for you, you must confirm ownership yourself (one-time code to your phone) before acceptance is valid. [TBC: reflects threat model G-20; confirm implemented]

3. The service

3.1 We provide a virtual queue: customers join by QR or link without an account, see position and estimated wait, receive alerts (web push, WhatsApp, SMS where enabled), and staff manage the queue; optional TV display; basic reports; the features of your plan. 3.2 Wait estimates are estimates, not promises. Alerts depend on the customer's device, network and third-party providers (browsers, WhatsApp, SMS carriers) and may be late or fail. You must not rely on the platform alone for safety-critical or time-critical situations (for example emergencies at a clinic). 3.3 We may change, add or remove features. Planned future features (reservations, menus, promotions, API, other countries) are not promised. 3.4 Pilot: during the free pilot the service is provided as is, may change or pause, and is governed in addition by the pilot agreement. [TBC: precedence between pilot agreement and these terms]

4. Your responsibilities

4.1 Keep credentials, devices and PINs secure; revoke devices of departed staff. 4.2 Display the venue's QR codes honestly and keep them intact (do not allow third-party overlays). 4.3 Your customers' data. Use customer data only to run your queue. Do not collect more than the product asks for. In particular do not put health details, identity numbers or other sensitive information in free-text fields. Respect customers' messaging choices and STOP requests. [TBC: lawyer to decide whether a separate data processing addendum between us and the venue is needed, and its content] 4.4 You must tell customers (by a notice at the venue or in the venue settings) that the queue service is used and that a phone number is optional. Template wording to be provided. [TBC] 4.5 Clinics and other sensitive venues: you may not be onboarded beyond the privacy-test pilot until our legal review is complete (product decision 10).

5. Acceptable use

You must not, and must not let others:

• break the law, or use the platform for unlawful, fraudulent, defamatory, hateful or harmful content [TBC: align with Iraqi law and Kurdistan Region law];
• create fake tickets, flood queues, or interfere with another venue's queue;
• send spam or unsolicited messages, or enter phone numbers you do not have a reason to enter, or numbers of people who have not agreed;
• attempt to access other tenants' data, probe or bypass security, scrape, reverse engineer or overload the platform;
• use the demo venue as a free production deployment or to send real messages;
• misuse the free tier by splitting one business into several accounts to avoid limits;
• resell the platform or use our name or marks without written permission;
• put personal data of customers in places they are not designed for.

We may suspend or limit access for breach or risk, with notice where practical.

6. Free tier and plan limits

6.1 Initial limits (editable data, not fixed by these terms; the plan page shows current values; all values [TBC] and provisional per spec decision 7): Free plan: 1 branch, 1 queue, 20 tickets per day, web push only (no paid messaging), "Powered by" branding on, 7 days of history. Starter, Pro and Business plans add limits and features as shown on the plan page. 6.2 When a limit is reached, the platform blocks further use of that feature and shows an upgrade message to staff. We may change limits with notice (section 14). 6.3 Downgrades or non-payment never delete your data by themselves; a suspended tenant keeps read access but cannot create new tickets (BIL-04, BIL-07). [TBC: confirm] 6.4 Messaging allowances: messages on paid channels are limited by plan quota. [TBC: pass-through of message costs, quota top-ups (R2)]

7. Subscription, fees and payment (placeholders)

All of this section is [TBC with the lawyer, accountant and Iraqi partner].

7.1 Prices are listed per plan, monthly or annually, in IQD and USD [TBC: currency used for each invoice; exchange rate rule]. Provisional list prices in the spec (Starter 15,000 IQD/month, Pro 35,000 IQD/month, Business from 75,000 IQD/month per branch) are not final and must not be published as binding. 7.2 Who invoices. The invoicing entity is the one assigned to your tenant by region and rules (BIL-10), identified on each invoice and receipt. [TBC: structure with the Iraqi partner or local entity per spec decision 6; tax registration; whether our own company ever contracts directly] 7.3 How you pay. Accepted methods [TBC]: cash, bank transfer, and local wallets (for example ZainCash, FIB). Payments are recorded manually by an authorised collector (an agent or an administrator) and a receipt is issued in your language. Do not pay anyone who cannot show verified identity as an authorised agent [TBC: verification mechanism, threat model G-19]. A payment counts only once recorded and receipted by the platform. Keep your receipt. 7.4 Subscription periods, renewal, trial, upgrades and downgrades: [TBC]. 7.5 Taxes: [TBC]. Late payment and suspension: [TBC]; manual suspension and reactivation by an administrator (BIL-07). 7.6 Refunds and reversals: [TBC]. 7.7 Online card payments are not offered in Iraq at launch (spec scope).

8. Agents and commission

8.1 Agents may introduce, onboard and collect payments for venues. Agents are independent of these terms: their rights, commission, conduct and payment duties are in a separate agent agreement between the agent and us (or the invoicing entity). Commission is not part of these terms and does not affect what you pay. [TBC: lawyer to confirm relationship, agent status and liability for agent conduct] 8.2 An agent acts only within the scope we authorise. We are not bound by promises an agent makes beyond these terms and the plan page. [TBC: how far the company is liable for payments given to an agent; treat carefully with the lawyer]

9. Intellectual property

9.1 We (or our licensors) own the platform and its marks. You receive a limited, non-exclusive, non-transferable right to use it during the agreement. 9.2 You keep rights in your content (venue name, logos, text). You give us the right to host and display it to run the service. 9.3 We may use aggregated, de-identified statistics to improve the platform. [TBC] 9.4 "Frontra" is a working name and trademark checks are pending (decision 1). The brand may change; we will notify you.

10. Data protection

The Privacy Policy applies and forms part of these terms. Roles of the parties and any data processing addendum: [TBC: see Privacy Policy section 1 and the lawyer brief].

11. Availability and support

Pilot target availability is 99.5 percent monthly for join, ticket and call paths and 99.9 percent at public launch (spec NFR-01); these are internal targets, not warranties, [TBC: whether any service level or credit is offered]. Hosting is on third-party infrastructure (Railway, Cloudflare); outages, internet shutdowns (for example exam-period shutdowns in Iraq) and provider failures are outside our control. Support channels and hours: [TBC].

12. Disclaimers and liability (placeholders)

12.1 Except as the law does not allow to be excluded, the platform is provided "as is" and we give no warranty that it will be uninterrupted, error free or that alerts will always be delivered. [TBC: lawyer to confirm enforceability and wording under Iraqi law] 12.2 Our liability to you is limited to [TBC: cap, for example fees paid in the previous 12 months, or a fixed amount for free users], and we are not liable for indirect or consequential loss, lost profit or lost business. [TBC: whether such caps and exclusions are valid under Iraqi law; likely mandatory rules on liability for fraud, intent or gross negligence] 12.3 Nothing limits liability that cannot lawfully be limited. 12.4 You indemnify us for claims arising from your breach of these terms or your unlawful use. [TBC: whether to include]

13. Term, suspension and termination

13.1 Free and trial accounts may be closed by either side at any time. 13.2 Paid plans run for the paid period; either side may end at period end. Notice and early termination: [TBC]. 13.3 We may suspend or end immediately for serious breach, abuse, non-payment (after notice), security risk or legal requirement. 13.4 On end: you can export your data where your plan allows (CSV) for [TBC] days; then data is deleted per the retention schedule, verified deletion on request (TEN-08, R1b). Backups expire as described in the Privacy Policy section 6. 13.5 Sections that by nature should survive (payments owed, liability, IP, governing law) survive.

14. Changes

We may update these terms or plan limits and prices. Material changes: notice of [TBC] days in the app and by message, and re-acceptance is required (TEN-09). Price changes do not apply to a period already paid. [TBC]

15. Governing law and dispute resolution (PLACEHOLDERS)

[TBC: DO NOT FINALISE WITHOUT THE LAWYER.] Questions: which law governs (Iraqi law, the law of the Kurdistan Region for venues there, or another); whether the contracting entity is Iraqi or foreign; courts (which city: Baghdad, Erbil, other) or arbitration (seat, rules, language); enforceability of foreign choice of law and foreign judgments in Iraq [UNVERIFIED]; consumer or small-business protections; language of the contract.

Working placeholder: "These terms are governed by [law]. Disputes will be resolved by [courts / arbitration in city]. Before formal proceedings the parties will try in good faith to resolve the dispute by written notice and discussion for [30] days."

For a future Australian cell the governing law and terms will differ and need Australian advice.

16. General

Entire agreement (with pilot agreement and plan page), assignment (we may assign to an affiliate or successor [TBC]), notices (by app message, email or WhatsApp to the owner's contact details), force majeure (including internet shutdowns, power or network failure, provider outages), severability, no waiver, languages (Arabic, Sorani Kurdish and English versions; which prevails [TBC]), contact: [TBC].

Part C. Short notice for queue customers

[TBC: lawyer to decide whether a contract-style notice is needed or only the Privacy Policy link at join.] Suggested text shown at join:

By joining this queue you use a service provided by [company] on behalf of [venue name]. Giving a name or phone number is optional. If you give a phone number and tick the box, we will send alerts about your turn (web push, WhatsApp or SMS) and you can stop them at any time by replying STOP. Alerts may be late or fail; keep an eye on the venue. Do not enter information about anyone else without their agreement, and do not enter health information. Your data is handled as described in the Privacy Policy [link]. The venue decides who can serve you; the platform does not guarantee service.