AUPAIRE SERVICE PROFESSIONAL ONBOARDING & PLATFORM PARTICIPATION AGREEMENT
Company: Aupaire for Technology and Artificial Intelligence J.S.C.
Service Professional: the person identified in the individual application and agreement acceptance record. Identifying details belong in that private record, not this public copy.
Governing Law: Arab Republic of Egypt
BACKGROUND
Aupaire for Technology and Artificial Intelligence J.S.C. ("Aupaire") operates a technology-enabled marketplace that enables Customers to discover, request, book, communicate with and pay independent care and service professionals through Aupaire's mobile applications, website and related digital channels (the "Platform").
The undersigned Service Professional wishes to apply for and, if approved, maintain an independent professional profile on the Platform.
This Service Professional Onboarding & Platform Participation Agreement (the "Agreement") governs the Service Professional's participation in and use of the Platform and the provision of Professional Services to Customers introduced through or facilitated by the Platform.
1. PARTIES, DEFINITIONS AND INTERPRETATION
1.1 Parties
This Agreement is entered into between:
(a) Aupaire for Technology and Artificial Intelligence J.S.C., an Egyptian joint-stock company, Commercial Registration No. 268791, with contact address at Capital Mall, Office E, Fifth Settlement, New Cairo, Cairo, Egypt ("Aupaire", "we", "us" or "our"); and
(b) the Service Professional identified above ("Service Professional", "you" or "your).
1.2 Applicable Law
"Applicable Law" means all applicable Egyptian laws, regulations, professional rules, binding regulatory directions, governmental requirements and judicial orders applicable to the relevant Party, Service or activity.
1.3 Booking
"Booking" means a request for Services accepted or confirmed through the Platform in accordance with the applicable Platform Policies.
1.4 Customer
"Customer" means any person or organisation that requests or receives Services through the Platform.
1.5 Platform Policies
"Platform Policies" means the policies, procedures and operational rules issued by Aupaire and made available to the Service Professional through the Platform or otherwise incorporated by reference into this Agreement, including, as applicable:
(a) Aupaire's Privacy Policy;
(b) Acceptable Use Policy;
(c) Trust & Safety Policy;
(d) Booking, Cancellation and Refund Policy;
(e) Complaint Handling Procedure;
(f) Incident Reporting Procedure;
(g) AI Transparency and Responsible Use Policy;
(h) Community Standards;
(i) Professional Code of Conduct;
(j) Child Safeguarding Standards; and
(k) other operational policies applicable to the Service Professional's use of the Platform.
1.6 Professional Credentials
"Professional Credentials" means licences, registrations, certificates, qualifications, insurance, criminal-record certificates, medical-fitness records and other evidence reasonably required by Aupaire or Applicable Law for the relevant Service Category.
1.7 Professional Services
"Professional Services" means services lawfully offered and personally performed by the Service Professional within an approved Service Category and within the lawful scope of the Service Professional's qualifications, licences and professional competence.
1.8 Wallet
"Wallet" means Aupaire's internal administrative record of amounts potentially payable to the Service Professional. The Wallet is not a bank account, electronic-money account or deposit account unless separately authorised and regulated as such.
1.9 Interpretation
Headings are for convenience only. References to writing include electronic records and electronic communications where legally valid. Mandatory Applicable Law shall prevail over any conflicting provision of this Agreement.
2. MARKETPLACE ROLE AND INDEPENDENT CONTRACTOR STATUS
2.1 Marketplace Role
Aupaire operates as a technology-enabled marketplace and administrative platform facilitating the discovery, onboarding, verification, booking management, communication, payment facilitation and related operational services between Customers and independent Service Professionals.
2.2 No Professional Service Provider Status
The Service Professional acknowledges and agrees that Aupaire:
(a) is not the employer of the Service Professional;
(b) is not a staffing or recruitment agency;
(c) is not a healthcare provider, nursing provider, childcare provider, elderly-care provider, domestic-care provider, medical facility or hospital;
(d) does not employ, supervise, direct or control the manner in which Professional Services are performed;
(e) does not provide clinical supervision or professional instructions regarding the delivery of Professional Services;
(f) does not guarantee any minimum number of Bookings, Customers, earnings or commercial opportunities; and
(g) does not guarantee the quality, availability, suitability or outcome of Professional Services independently performed by the Service Professional.
2.3 Independent Contractor
The Service Professional is an independent contractor and remains solely responsible for determining the manner, method, timing, sequence and professional judgment applied while performing Professional Services, subject to Applicable Law and Platform Policies.
Nothing in this Agreement creates an employment relationship, worker relationship, agency, partnership, joint venture, franchise, fiduciary relationship or similar legal relationship between Aupaire and the Service Professional.
The Service Professional has no authority to bind Aupaire or incur obligations on Aupaire's behalf.
2.4 Independent Responsibilities
The Service Professional remains solely responsible for applicable taxes, social-insurance obligations, professional duties, licences, insurance and business affairs arising from the Service Professional's activities, except where Aupaire is legally required to withhold, report, collect or remit an amount.
3. ELIGIBILITY, APPLICATION AND APPROVAL
The Service Professional represents and warrants that:
(a) the Service Professional is at least eighteen (18) years old and legally capable of entering into this Agreement;
(b) the Service Professional is lawfully entitled to provide the Services offered;
(c) all information supplied to Aupaire is complete, accurate and current;
(d) all required Professional Credentials are valid and maintained throughout the term of this Agreement; and
(e) the Service Professional shall promptly update Aupaire regarding any material change affecting eligibility.
An application, successful verification, profile display, ranking, recommendation or approval does not guarantee Bookings, income, continued access, visibility or any commercial result.
Aupaire may approve, reject, condition, limit, suspend or discontinue a profile, Service Category or Platform feature where reasonably necessary for safety, compliance, fraud prevention, quality assurance, Customer protection or Platform integrity, subject to Applicable Law.
4. IDENTITY, CREDENTIALS AND CONTINUING VERIFICATION
4.1 Information and Documentation
The Service Professional shall provide all information, documentation and evidence reasonably requested by Aupaire for onboarding, verification and continuing eligibility purposes, including where applicable:
- identification documents;
- professional licences and registrations;
- qualifications and certificates;
- references and work history;
- criminal-record certificates where legally permissible;
- medical-fitness documentation where applicable;
- banking and payout information; and
- category-specific documentation required by Applicable Law or Platform Policies.
4.2 Verification
The Service Professional authorises Aupaire and authorised specialist providers to conduct verification procedures reasonably necessary for Platform safety, integrity and compliance, including:
- identity verification;
- document authentication;
- OCR;
- facial comparison;
- biometric verification;
- liveness detection;
- professional licence verification;
- credential validation;
- criminal-record verification where legally permissible;
- fraud-prevention checks;
- payment-integrity verification;
- risk assessment;
- periodic re-verification;
- event-triggered re-verification; and
- complaint-triggered investigations.
Aupaire may appoint, replace or change verification service providers from time to time, subject to Applicable Law and the Privacy Policy.
4.3 Continuing Disclosure
The Service Professional shall promptly notify Aupaire of any circumstance affecting eligibility, including suspension or expiry of a professional licence, disciplinary proceedings, criminal investigations, regulatory actions, material complaints, material health or safety limitations affecting lawful performance, or any other material change affecting the Service Professional's ability to provide Services.
4.4 Misrepresentation
Submission of forged, altered, misleading or expired documentation, manipulation of verification systems, creation of duplicate accounts or circumvention of Platform verification measures constitutes a material breach of this Agreement.
5. SERVICE CATEGORIES AND PROFESSIONAL STANDARDS
5.1 Approved Services
The Service Professional may offer and personally perform only Services specifically approved on the Platform and only within the lawful scope of the Service Professional's qualifications, licences and Professional Credentials.
The approved Service Categories and applicable limitations are set out in Schedule 1 – Approved Service Categories.
5.2 Professional Conduct
The Service Professional shall maintain high standards of professionalism, integrity, honesty, courtesy and ethical conduct and shall:
- treat every Customer with dignity and respect;
- maintain appropriate professional boundaries;
- avoid actual or potential conflicts of interest;
- refrain from abusive, discriminatory, intimidating or offensive conduct;
- protect Customer privacy and confidentiality;
- refrain from harassment, exploitation, violence, theft, fraud or unlawful conduct;
- avoid conduct that may reasonably damage Aupaire's reputation or public confidence in the Platform; and
- comply with the Professional Code of Conduct set out in Schedule 3.
The Service Professional shall also comply with all applicable Trust & Safety requirements, Community Standards and other Platform Policies applicable to the Service Professional.
5.3 Conflicts of Interest
The Service Professional shall disclose any actual or potential conflict of interest that may affect the impartial, safe or professional performance of the Services.
5.4 Gifts and Financial Benefits
The Service Professional shall not solicit or accept inappropriate gifts, loans, financial benefits, personal favours or other benefits from a Customer where acceptance may compromise or reasonably appear to compromise professional independence, safety or professional boundaries.
5.5 General Professional Standards
The Service Professional shall:
- act lawfully, safely and professionally;
- follow reasonable Booking instructions;
- arrive on time;
- maintain appropriate hygiene and conduct;
- accurately record service start and completion where required;
- refrain from harassment, abuse, exploitation, intoxication and solicitation; and
- not subcontract, delegate or transfer a Booking without the express written approval required under this Agreement and Applicable Law.
6. BOOKINGS, CUSTOMER RELATIONSHIP AND COMMUNICATIONS
6.1 Booking Confirmation
A Booking becomes binding only when accepted or confirmed through the Platform in accordance with applicable Platform Policies.
Before accepting a Booking, the Service Professional shall ensure that the Service Professional possesses the qualifications, licences, availability, experience and legal authority necessary to perform the requested Services.
6.2 Platform Communications
The Service Professional shall use Platform-approved communication channels for Customer communications unless otherwise expressly authorised by Aupaire.
6.3 Customer Terms & Conditions
The Service Professional acknowledges that Customers' use of the Platform is governed by Aupaire's Customer Terms & Conditions.
The Customer Terms & Conditions govern the relationship between Aupaire and the Customer and are not incorporated into this Agreement as contractual terms applicable to the Service Professional.
The Service Professional shall nevertheless comply with any obligations expressly applicable to Service Professionals in connection with Customer interactions, Bookings, Platform use, safety, privacy or other matters under this Agreement and the applicable Platform Policies.
6.4 Prohibited Conduct
The Service Professional shall not:
- solicit Customers outside the Platform;
- request or accept direct payment unless expressly authorised by Aupaire;
- encourage Customers to bypass the Platform;
- cancel Bookings for the purpose of rebooking privately;
- share personal contact details for the purpose of avoiding Platform fees; or
- interfere with the contractual relationship between Aupaire and a Customer.
6.5 Non-Circumvention
During the term of this Agreement and for twelve (12) months following termination, the Service Professional shall not directly or indirectly solicit, divert or accept off-Platform engagements from Customers introduced through the Platform where the engagement is intended to avoid Platform fees or contractual obligations.
Nothing in this Clause prevents the Service Professional from accepting work independently obtained without connection to the Platform.
7. FEES, WALLET, PAYMENTS AND TAXES
Customer payments shall be processed through payment arrangements and, where applicable, one or more licensed payment service providers designated by Aupaire from time to time.
The Service Professional shall not collect, hold, redirect or request direct payment from a Customer unless Aupaire expressly authorises such conduct in writing.
Amounts shown in the Wallet as pending, available, reserved, disputed or paid remain subject to final reconciliation, payment clearance, service completion, refunds, chargebacks, disputes, fraud checks, taxes, commissions, payment-processing costs, corrections and regulatory holds.
Aupaire may deduct from, set off against, reserve or delay amounts otherwise payable where reasonably necessary for refunds, chargebacks, disputes, fraud investigations, taxes, Platform fees, negative balances, payment reversals, lawful penalties or regulatory requirements.
Payment settlement, reconciliation, refunds, chargebacks, payment reversals and payout timing shall also be subject to applicable payment service provider requirements and Platform Policies.
The Service Professional is solely responsible for taxes, levies, social-insurance contributions, professional dues and other charges arising from the Service Professional's earnings, except where Aupaire is legally required to withhold, report, collect or remit an amount.
Payout timing, thresholds, fees, subscriptions, deductions and payment methods shall be governed by the applicable Platform Policies, including the Booking, Cancellation and Refund Policy and Professional Payments & Payout Policy, where applicable.
No Wallet amount earns interest.
8. CANCELLATIONS, COMPLAINTS, INVESTIGATIONS, AUDIT AND ENFORCEMENT
8.1 Cancellations and Complaints
The Service Professional shall comply with applicable cancellation, rescheduling, no-show, refund, review and complaint procedures, including Aupaire's Booking, Cancellation and Refund Policy and Complaint Handling Procedure, as applicable.
8.2 Investigations
The Service Professional shall cooperate promptly and in good faith with any investigation.
Aupaire may temporarily suspend the Service Professional's profile, Bookings, Wallet access or payout during a reasonable investigation where safety, fraud, compliance or material Customer harm may be involved.
8.3 Enforcement
Aupaire may issue warnings, impose feature restrictions, limit visibility, cancel Bookings, suspend or permanently remove the Service Professional where reasonably necessary for safety, legal or regulatory compliance, fraud prevention, evidence preservation, Customer protection, material breach or Platform integrity.
8.4 Audit and Quality Assurance
Aupaire may conduct periodic compliance reviews, quality assurance assessments, operational audits and, where lawful and appropriate, mystery-shopper or similar compliance exercises.
Aupaire may review Booking records, Platform communications, complaints, licences, credentials and compliance with Platform Policies.
The Service Professional shall cooperate fully and provide reasonably requested information within the timeframe specified by Aupaire.
Failure to cooperate may result in temporary suspension pending completion of the review.
9. PERSONAL DATA AND PRIVACY
Each Party shall comply with Applicable Law relating to the protection and processing of Personal Data.
The Service Professional shall process Customer Personal Data only to the extent reasonably necessary to perform an authorised Booking and in accordance with this Agreement, Aupaire's Privacy Policy, applicable Platform Policies and any documented instructions issued by Aupaire where applicable.
The Service Professional shall not use Customer Personal Data for personal, commercial, marketing, advertising or any other purpose unrelated to the relevant Booking, and shall not sell, disclose, copy, download, photograph, retain or transfer such data except where strictly necessary for performance of the Services or required by Applicable Law.
The Service Professional shall apply appropriate technical and organisational measures to protect Personal Data against unauthorised access, disclosure, alteration, loss or destruction.
The Service Professional shall notify Aupaire without undue delay and, in any event, within twenty-four (24) hours after becoming aware of any actual or reasonably suspected Personal Data breach, unauthorised access, disclosure, loss or security incident affecting Personal Data.
Where the Service Professional is required to retain Personal Data by Applicable Law, the Service Professional shall retain only the minimum information required and shall securely delete or return such information when the applicable legal retention period expires.
The Service Professional acknowledges that information processed through the Platform may include identification information, professional credentials, health-related information, information relating to children or vulnerable persons, biometric or facial-verification information and other information requiring enhanced protection under Applicable Law.
Such information shall be processed only for specified, legitimate and necessary purposes and subject to Aupaire's Privacy Policy, applicable notices, consents and legal requirements.
The Service Professional shall not independently determine new purposes for processing Customer Personal Data or engage any third party to process such data without Aupaire's prior written authorisation, except where required by Applicable Law.
Further details concerning collection, use, storage, disclosure, retention and rights relating to Personal Data are set out in Aupaire's Privacy Policy, which is incorporated by reference solely with respect to Personal Data matters.
10. THIRD-PARTY SERVICE PROVIDERS
Aupaire may engage independent third-party service providers in connection with the operation of the Platform.
Such providers may perform services including:
- identity verification;
- biometric verification;
- facial comparison;
- liveness detection;
- document authentication;
- criminal-record verification where legally permissible;
- payment processing;
- fraud prevention;
- cloud hosting;
- Customer communications;
- artificial intelligence services;
- cybersecurity;
- Customer support;
- analytics; and
- regulatory compliance services.
The Service Professional acknowledges and consents to the disclosure of information reasonably necessary for such purposes, subject to Applicable Law and Aupaire's Privacy Policy.
Aupaire may appoint, replace or change such providers from time to time.
11. SAFETY, EMERGENCY RESPONSE AND SAFEGUARDING
Where there is an imminent risk to life, health or welfare, the Service Professional shall promptly contact the relevant competent emergency service and notify Aupaire as soon as reasonably practicable.
The Service Professional shall comply with Aupaire's Trust & Safety Policy, the Child Safeguarding Standards set out in Schedule 4, and the applicable Incident Reporting Procedure, each as made available through the Platform and incorporated by reference into this Agreement.
The Service Professional shall preserve relevant evidence and cooperate with investigations and shall not retaliate against any person who makes a good-faith safeguarding or safety report.
11.1 Child Safeguarding
The protection, safety and wellbeing of children constitute a fundamental principle of the Platform.
The Service Professional shall comply with Schedule 4 and shall:
- act in the best interests of the child;
- provide a safe and respectful environment;
- maintain professional boundaries;
- report actual or suspected abuse, neglect, exploitation or safeguarding concerns to Aupaire and, where required, to competent authorities; and
- comply with all applicable safeguarding procedures.
The Service Professional shall not:
- leave a child unattended except where expressly authorised and legally permitted;
- use physical punishment or verbal abuse;
- engage in inappropriate physical contact;
- photograph or record a child without the required consent and legal basis; or
- communicate privately with a child outside the Platform except where legally necessary and appropriately authorised.
Any material breach of this Clause constitutes grounds for immediate suspension or termination.
11.2 Protection of Vulnerable Adults
Where Services involve elderly individuals or vulnerable adults, the Service Professional shall maintain the highest standards of care, dignity and respect.
The Service Professional shall not engage in or facilitate:
- physical or emotional abuse;
- neglect;
- abandonment;
- financial exploitation;
- unauthorised handling of money or property;
- coercion;
- unlawful restraint; or
- misuse of medication.
11.3 Photography, Audio and Video
Unless expressly required for the Services, authorised by the Customer and permitted by Applicable Law, the Service Professional shall not photograph, record, livestream or publish information concerning Customers, children, vulnerable persons, residences or Bookings.
Unauthorised recording or disclosure constitutes a material breach.
11.4 Social Media
The Service Professional shall not publish or disclose through social media or public forums any information relating to Customers, children, vulnerable adults, Bookings, locations, medical information, photographs, recordings or confidential Platform information.
The Service Professional shall not make public statements on behalf of Aupaire without written authorisation.
11.5 Fitness for Duty
The Service Professional shall not perform Services while impaired by alcohol, illegal substances, misuse of medication, illness, fatigue or any other condition materially affecting safe performance.
11.6 Incident Reporting
The Service Professional shall immediately notify Aupaire of any material incident arising during or in connection with a Booking, including accidents, injuries, safeguarding concerns, medication incidents, property damage, theft, security incidents, police attendance, regulatory investigations or material Customer complaints.
Detailed procedures shall be governed by Aupaire's applicable Incident Reporting Procedure, incorporated by reference into this Agreement.
12. AI, RANKING AND AUTOMATED TOOLS
Aupaire may use algorithmic, artificial-intelligence, machine-learning and automated decision-support tools in connection with the Platform.
Such technologies may be used for:
- profile verification;
- fraud detection;
- risk assessment;
- Booking recommendations;
- search rankings;
- service matching;
- identity verification;
- Customer support;
- quality monitoring;
- Platform security; and
- operational analytics.
Such tools do not replace the Service Professional's professional judgment or legal obligations.
AI-generated recommendations shall not constitute professional, medical or legal decisions and may be supplemented by human review where appropriate.
The Service Professional shall comply with Aupaire's AI Transparency and Responsible Use Policy, as applicable to the Service Professional's use of the Platform and any AI-enabled features.
Aupaire may modify, update or replace such technologies in accordance with Applicable Law and applicable Platform Policies.
13. INTELLECTUAL PROPERTY, BRAND AND CONTENT
Aupaire and its licensors retain all rights in the Platform, including software, databases, algorithms, trademarks, trade names, logos, content, documentation, user interfaces, business methods, reports, analytics and related materials.
Nothing in this Agreement transfers ownership rights in Aupaire's intellectual property to the Service Professional.
The Service Professional shall not, except as expressly permitted by Applicable Law or Aupaire:
- copy;
- modify;
- reverse engineer;
- decompile;
- distribute;
- reproduce;
- create derivative works from; or
- commercially exploit
any part of the Platform or Aupaire's intellectual property.
The Service Professional shall not use Aupaire's name, trademarks, branding or proprietary materials in a manner suggesting employment, agency, endorsement or authority beyond this Agreement.
14. CONFIDENTIALITY
The Service Professional may obtain Confidential Information relating to Aupaire, Customers, business operations, technology, pricing, commercial strategies, software, databases, Platform functionality, security procedures and proprietary information.
The Service Professional shall:
- keep Confidential Information strictly confidential;
- use it solely for performance of Professional Services;
- not disclose it to any third party except where required by Applicable Law; and
- implement reasonable safeguards against unauthorised disclosure.
These obligations survive termination for five (5) years or such longer period as required by Applicable Law.
Nothing prevents lawful disclosure to competent governmental authorities where required by Applicable Law.
15. COMPLIANCE, HEALTHCARE, INSURANCE AND REPRESENTATIONS
15.1 Regulatory Compliance
The Service Professional shall continuously comply with all Applicable Laws, governmental regulations, professional standards and licensing requirements applicable to the Professional Services.
15.2 Nursing and Healthcare Compliance
Where the Service Professional provides nursing or healthcare-related Services, the Service Professional represents and warrants that the Service Professional possesses and maintains the qualifications, professional licence, registration and other professional credentials required for the relevant activity.
The Service Professional shall provide Aupaire with the documents specified in Schedule 5 – Nursing and Healthcare Professional Scope of Practice and any additional documents reasonably required for professional verification.
The Service Professional shall perform only those nursing or healthcare activities that fall within the Service Professional's lawful professional scope, qualifications and professional competence.
Nothing in this Agreement shall be interpreted as granting Aupaire, or the Service Professional, any professional licence or regulatory authorisation not otherwise granted under Applicable Law.
15.3 Scope of Professional Practice
The Service Professional shall independently determine whether a requested nursing or healthcare service falls within the Service Professional's lawful scope of practice and professional competence.
The Service Professional shall not perform any activity that requires a physician's diagnosis, prescription, direct supervision, approval or intervention unless the applicable legal and professional requirements have been satisfied.
Nothing in this Agreement authorises the Service Professional to diagnose medical conditions, prescribe medication, alter prescribed treatment plans, perform procedures outside the Service Professional's lawful scope of practice, or represent himself or herself as a physician.
15.4 Medication Administration
Where medication assistance forms part of the Services, the Service Professional shall administer medication only where legally authorised and shall comply with applicable professional instructions and requirements.
The Service Professional shall immediately report any medication error, adverse reaction or suspected overdose.
Nothing authorises the Service Professional to prescribe medication or modify prescribed treatment.
15.5 Infection Prevention and Health & Safety
The Service Professional shall comply with applicable infection-prevention, hygiene and health-and-safety requirements, including where appropriate:
- hand hygiene;
- personal protective equipment;
- safe disposal of medical waste;
- prevention of cross-contamination; and
- communicable-disease protocols.
15.6 Professional Appearance and Identification
The Service Professional shall maintain a clean, professional and appropriate appearance and shall comply with applicable identification, professional licence and dress requirements.
The Service Professional shall not falsely represent qualifications, certifications, affiliations or professional status.
15.7 Insurance
Where required by Applicable Law or Platform Policies, the Service Professional shall maintain professional liability, malpractice, public-liability or other relevant insurance and provide evidence upon request.
16. SUSPENSION, TERMINATION AND APPEAL
16.1 Suspension
Aupaire may suspend or restrict access immediately where it reasonably suspects:
- fraud;
- safety risk;
- unlawful conduct;
- material breach;
- inaccurate or compromised credentials;
- account-security compromise;
- payment irregularity;
- serious complaint;
- regulatory concern; or
- risk of harm to a Customer or the Platform.
Aupaire shall provide notice and an opportunity to respond where practicable and consistent with Applicable Law, safety and investigation integrity.
16.2 Termination
Either Party may terminate this Agreement upon thirty (30) days' written notice.
Aupaire may terminate immediately for:
- material breach;
- fraud;
- serious misconduct;
- repeated poor performance;
- breach of confidentiality or data obligations;
- loss of required credentials;
- serious safety concern;
- legal or regulatory requirement; or
- conduct likely to harm Aupaire, a Customer or the Platform.
16.3 Consequences
Upon termination, the Service Professional shall:
- cease representing any affiliation with Aupaire;
- complete or transfer Bookings only as directed and lawfully permitted;
- return or delete Aupaire and Customer materials as required;
- remain responsible for pre-termination obligations; and
- comply with provisions intended to survive termination.
16.4 Appeal
Where Aupaire suspends or terminates Platform access, the Service Professional may submit a written appeal within fourteen (14) calendar days of notification.
The appeal shall state the grounds of challenge and include supporting documentation where available.
Aupaire shall review the appeal in good faith within a reasonable period.
Submission of an appeal shall not automatically suspend or reverse the original decision.
17. LIABILITY AND INDEMNITY
Aupaire operates as a technology marketplace and does not itself provide, supervise, direct or control the Professional Services performed by the Service Professional.
To the fullest extent permitted by Applicable Law, Aupaire shall not be responsible for the professional acts, omissions, advice, treatment, care, conduct, negligence, malpractice, misconduct or other performance of the Service Professional.
Aupaire shall not be liable for indirect, incidental, special, punitive, exemplary or consequential loss, including loss of profits, loss of opportunity, loss of reputation or loss of data, arising from Customer conduct, Service Professional conduct, third-party services, payment-provider availability, verification outcomes, connectivity, algorithmic recommendations or events outside Aupaire's reasonable control.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under Applicable Law.
Subject to the foregoing, Aupaire's aggregate liability arising out of or in connection with this Agreement shall not exceed the total net amount actually paid or payable by Aupaire to the Service Professional during the three (3) months immediately preceding the event giving rise to the claim.
The Service Professional shall indemnify and hold harmless Aupaire, its affiliates, directors, officers, employees and agents from and against losses, claims, damages, liabilities, penalties and reasonable costs arising directly from:
(a) the Service Professional's acts or omissions;
(b) breach of this Agreement or Applicable Law;
(c) professional negligence, malpractice or misconduct;
(d) injury to or death of a Customer or other person caused by the Service Professional's acts or omissions;
(e) damage to Customer property caused by the Service Professional;
(f) false, expired or fraudulent Professional Credentials;
(g) safeguarding violations involving children or vulnerable persons;
(h) unlawful processing, disclosure or misuse of Personal Data by the Service Professional; or
(i) taxes, social-insurance obligations or other statutory obligations attributable to the Service Professional.
The indemnity shall not apply to the extent that a claim is directly caused by Aupaire's own gross negligence, wilful misconduct or liability that cannot lawfully be transferred or excluded.
18. NOTICES, ELECTRONIC CONTRACTING AND AMENDMENTS
18.1 Notices
Notices required under this Agreement may be delivered through the Platform, by email to a verified account address, by courier or by another written method permitted by Applicable Law.
The Service Professional is responsible for maintaining accurate contact information.
18.2 Electronic Contracting
The Service Professional consents to electronic records, electronic communications, electronic acceptance, click-wrap acceptance, digital acknowledgements and electronic signatures to the extent permitted by Applicable Law.
Electronic acceptance of this Agreement and applicable Platform Policies shall constitute legally binding acceptance to the fullest extent permitted by Applicable Law.
18.3 Amendments to the Agreement
Aupaire may amend this Agreement upon reasonable prior notice where legally required or where necessary for legal compliance, security, safety or other legitimate contractual purposes.
Where a material amendment affects the Service Professional's substantive contractual rights or obligations, Aupaire shall provide reasonable notice and, where required by Applicable Law, obtain the required form of acceptance.
If the Service Professional does not accept a material amendment, the Service Professional may stop using the Platform before the amendment takes effect, subject to outstanding obligations.
18.4 Updates to Platform Policies
Aupaire may update its operational Platform Policies from time to time where reasonably necessary for:
- security;
- safety;
- fraud prevention;
- regulatory compliance;
- technical requirements;
- Customer protection; or
- operational efficiency.
Aupaire shall provide reasonable notice of material changes where required by Applicable Law.
No Platform Policy shall amend, override or materially modify a substantive right or obligation contained in this Agreement unless such amendment is made in accordance with Clause 18.3 and Applicable Law.
19. GENERAL AND GOVERNING LAW
19.1 Entire Agreement
This Agreement, together with the Schedules expressly incorporated into it and the Platform Policies expressly incorporated by reference, constitutes the agreement between the Parties concerning its subject matter and supersedes prior discussions and understandings concerning the same subject matter, except for a separately signed written agreement expressly stated to prevail.
19.2 Order of Precedence
In the event of any inconsistency between documents forming part of the Service Professional's relationship with Aupaire, the following order of precedence shall apply:
(a) mandatory Applicable Law and binding regulatory requirements;
(b) this Agreement;
(c) any Schedule expressly stated to form an integral part of this Agreement;
(d) Aupaire's Privacy Policy, solely in relation to matters concerning the processing and protection of Personal Data;
(e) the Professional Code of Conduct, Child Safeguarding Standards, Healthcare Scope of Practice and other contractual professional standards expressly incorporated into this Agreement; and
(f) other Platform Policies and operational guidelines.
No Platform Policy or operational guideline shall amend or override a material contractual right or obligation contained in this Agreement unless the amendment is made in accordance with Clause 18.3 and Applicable Law.
19.3 Customer Terms & Conditions
The Service Professional acknowledges that Aupaire maintains separate Customer Terms & Conditions governing Customer use of the Platform.
The Customer Terms & Conditions are not incorporated into this Agreement and do not create contractual obligations between Aupaire and the Service Professional.
However, the Service Professional acknowledges that Customers' use of the Platform and their relationship with Aupaire are governed by those Customer Terms & Conditions and agrees to conduct interactions with Customers in a manner consistent with the applicable Platform requirements, including safety, privacy, Booking and professional obligations under this Agreement.
19.4 Assignment
The Service Professional may not assign, transfer or subcontract this Agreement without Aupaire's prior written consent.
Aupaire may assign this Agreement to an affiliate or successor in connection with a merger, reorganisation, sale of business or transfer of Platform operations, subject to Applicable Law.
19.5 Severability
If any provision is determined to be invalid, illegal or unenforceable, it shall be modified or severed only to the minimum extent necessary, and the remaining provisions shall remain effective.
19.6 No Waiver
Failure or delay by Aupaire to exercise any right or remedy shall not constitute a waiver.
19.7 Force Majeure
Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, civil unrest, terrorism, epidemics, interruption of utilities, cyberattacks, internet outages, third-party service-provider failures or other force majeure events.
The affected Party shall use reasonable efforts to mitigate the effects and resume performance as soon as reasonably practicable.
19.8 Continuing Compliance
The Service Professional shall continuously comply with all eligibility requirements, licensing obligations, professional standards and Platform Policies throughout the duration of this Agreement.
19.9 Survival
Provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, data protection, non-circumvention, governing law and any other provisions intended by their nature to survive termination shall remain effective following termination.
19.10 Governing Law and Jurisdiction
This Agreement is governed by the laws of the Arab Republic of Egypt.
To the fullest extent permitted by applicable law, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question concerning its interpretation, performance, breach, termination, existence or validity, shall be finally resolved by arbitration in accordance with the Arbitration Rules of Kemet Center for Arbitration and Mediation in force on the date the request for arbitration is submitted. The seat of arbitration shall be Cairo, Arab Republic of Egypt. The tribunal shall consist of one arbitrator. The language of arbitration shall be Arabic, and the substantive law governing the dispute shall be Egyptian law. The arbitral award shall be final and binding on the Parties and may be enforced in accordance with applicable law. Nothing in this clause prevents either Party from seeking urgent interim or conservatory relief from a competent court, making a report to a competent authority, or exercising a mandatory right that cannot lawfully be waived.
SCHEDULE 1
APPROVED SERVICE CATEGORIES
The Service Professional may provide only the Service Categories expressly approved by Aupaire.
1. Childcare and Child-Support Services
Child supervision, age-appropriate care, assistance with daily routines, child companionship, recreational activities, school-related support where applicable, and other non-medical childcare activities expressly approved by Aupaire and permitted under Applicable Law.
2. Licensed Nursing and Home-Healthcare Services
Nursing and healthcare-related services that fall within the Service Professional's valid professional qualification, licence, registration and lawful professional scope and that are expressly approved by Aupaire.
The Service Professional shall not provide any activity that is outside the Service Professional's professional competence or requires a physician's diagnosis, prescription, direct supervision, approval or intervention unless the applicable legal and professional requirements have been satisfied.
3. Elderly Companionship and Non-Medical Support Services
Non-medical companionship, assistance with daily activities, mobility support and other non-medical elderly-support services expressly approved by Aupaire.
4. Home Care and Domestic Support Services
Non-medical domestic support services, including household cleaning, laundry, ironing, basic home organisation and other domestic support activities expressly approved by Aupaire.
This Service Category does not include healthcare, nursing, medical treatment or other regulated professional activity unless separately approved and lawfully performed by a duly qualified and authorised Service Professional.
No Service Professional may perform Services outside the approved category or outside the lawful scope of the applicable Professional Credentials.
SCHEDULE 2
CREDENTIALS AND ONBOARDING CHECKLIST
The Service Professional shall provide, where applicable:
A. General Requirements
- Valid National ID or passport.
- Verified contact information and address.
- Identity verification.
- Required background screening where legally permissible.
- Bank/payment details.
- Tax information where applicable.
- Signed or electronically accepted Service Professional Agreement.
- Acceptance of applicable Platform Policies.
B. Childcare Specialists
Where applicable:
- Relevant qualifications or certificates.
- Evidence of relevant professional experience.
- Background/criminal-record screening where legally permissible.
- Additional safeguarding documentation reasonably required by Aupaire or Applicable Law.
C. Nursing and Healthcare Professionals
Where applicable:
- Valid identification document.
- Valid nursing professional practice licence.
- Nursing or relevant healthcare qualification/graduation certificate.
- Professional registration, where applicable.
- Certificates or evidence of professional experience issued by hospitals, healthcare facilities or other relevant professional establishments where the Service Professional has previously worked.
- Any additional documents reasonably required to verify professional qualifications, experience or lawful scope of practice.
- Insurance evidence where required by Applicable Law or Aupaire's applicable requirements.
D. Home Care and Domestic Support Professionals
Where applicable:
- Valid identification document.
- Identity verification.
- Relevant experience information.
- References or experience documentation where reasonably required.
- Any category-specific documentation reasonably required by Aupaire.
E. Other Service Categories
Category-specific documents as determined by Aupaire based on the nature of the Services and Applicable Law.
Aupaire may request updated or renewed documents at any time where reasonably necessary to confirm continuing eligibility.
SCHEDULE 3
PROFESSIONAL CODE OF CONDUCT
The Service Professional shall at all times:
1. Professional Integrity
- Act honestly, professionally and responsibly.
- Provide accurate information concerning qualifications, experience and credentials.
- Never submit false, forged, altered or misleading documents.
- Maintain all required licences and professional credentials.
2. Customer Dignity and Respect
- Treat Customers with dignity, courtesy and respect.
- Respect cultural, personal and professional boundaries.
- Avoid discrimination, harassment, intimidation or degrading conduct.
3. Professional Boundaries
- Maintain appropriate professional relationships with Customers.
- Avoid inappropriate personal, financial or emotional relationships with Customers.
- Do not exploit a Customer's dependency, vulnerability or trust.
4. Confidentiality
- Protect Customer information.
- Do not disclose confidential information without lawful authority.
- Do not photograph, record or publish Customer information except as expressly permitted.
5. Gifts and Financial Benefits
- Do not solicit inappropriate gifts, money, loans or personal benefits.
- Do not exploit a Customer for financial or personal gain.
6. Safety
- Perform Services safely and within professional competence.
- Report material safety incidents.
- Cooperate with safety, safeguarding and compliance investigations.
7. Professional Conduct
The Service Professional shall not:
- provide Services while materially impaired;
- engage in violence, abuse or exploitation;
- engage in theft or fraud;
- misuse Customer property;
- falsify records;
- misrepresent professional qualifications; or
- circumvent Platform rules or verification procedures.
8. Platform Conduct
The Service Professional shall:
- comply with Platform Policies;
- use approved Platform channels where required;
- avoid circumventing Platform fees;
- respect Customer privacy;
- cooperate with reasonable verification and compliance procedures.
A material breach of this Code may result in suspension or termination in accordance with this Agreement.
SCHEDULE 4
CHILD SAFEGUARDING STANDARDS
Where the Service Professional provides Services involving children, the following standards apply.
1. Best Interests of the Child
The Service Professional shall act in the best interests, safety and wellbeing of the child.
2. Prohibited Conduct
The Service Professional shall never:
- physically punish a child;
- abuse, threaten, intimidate or humiliate a child;
- engage in inappropriate physical contact;
- sexually exploit or abuse a child;
- neglect a child;
- intentionally expose a child to unsafe situations; or
- exploit a child's vulnerability.
3. Supervision
The Service Professional shall not leave a child unattended except where expressly authorised and legally permitted.
4. Communication
The Service Professional shall maintain appropriate professional communication with children and shall not establish inappropriate private communications outside approved channels.
5. Photography and Recording
The Service Professional shall not photograph, record, livestream or publish information concerning a child unless legally permitted and the required consent and authorisation have been obtained.
6. Social Media
The Service Professional shall not publish information, photographs, recordings, locations or identifying information relating to a child.
7. Reporting
The Service Professional shall promptly report any actual or suspected abuse, neglect, exploitation, safeguarding concern or serious safety incident to Aupaire and, where required, the competent authorities.
8. Cooperation
The Service Professional shall cooperate fully with safeguarding investigations and shall preserve relevant evidence.
9. Retaliation
The Service Professional shall not retaliate against any person who makes a good-faith safeguarding report.
Any serious breach of these Standards may result in immediate suspension or termination.
SCHEDULE 5
NURSING AND HEALTHCARE PROFESSIONAL SCOPE OF PRACTICE
1. Professional Eligibility
A Service Professional providing nursing or healthcare-related Services through the Platform must, at all times, possess and maintain the qualifications, professional credentials and authorisations required for the relevant professional activity.
As part of the onboarding and verification process, the Service Professional shall provide, as applicable:
- A valid identification document;
- A valid nursing professional practice licence;
- A nursing or relevant healthcare qualification/graduation certificate;
- Certificates or evidence of professional experience issued by hospitals, healthcare facilities or other relevant professional establishments where the Service Professional has previously worked; and
- Any other documents or evidence reasonably required by Aupaire for identity, qualification, experience or professional verification.
2. Scope of Nursing Services
The Service Professional may provide only those nursing activities that fall within:
(a) the Service Professional's valid professional qualification and licence;
(b) the recognised nursing specialties and professional activities applicable to the Service Professional; and
(c) the activities that the Service Professional is legally permitted to perform independently without requiring the direct supervision or intervention of a physician.
3. Professional Responsibility
The Service Professional shall be solely responsible for determining whether a requested service falls within the Service Professional's lawful professional scope and competence.
The Service Professional shall not accept or perform any procedure, treatment, diagnosis, prescription, medical decision or other healthcare activity that is outside the Service Professional's professional authority or competence.
4. Physician-Dependent Activities
Where a requested service requires a physician's diagnosis, prescription, direct supervision, approval, intervention or other form of medical involvement, the Service Professional shall not independently perform such activity through the Platform unless the applicable legal and professional requirements have been satisfied.
Nothing in this Agreement authorises a Service Professional to replace, act as or represent a physician.
5. Professional Credentials and Verification
Aupaire may verify the Service Professional's identity, nursing licence, qualifications, professional experience and other relevant credentials before approving the Service Professional to provide nursing-related Services through the Platform.
Aupaire may request updated documents or re-verification where reasonably necessary to confirm the Service Professional's continuing eligibility.
6. Regulatory Compliance
The Service Professional shall comply at all times with all applicable laws, professional regulations, licensing requirements and instructions of the competent authorities governing the practice of nursing and the provision of healthcare-related services.
Where any applicable authority imposes additional requirements, restrictions or limitations on a particular Service Category, the Service Professional shall comply with such requirements.
7. No Medical Provider Status of Aupaire
Nothing in this Schedule or the Agreement shall be interpreted as establishing Aupaire as a healthcare provider, medical facility, nursing facility or licensed medical establishment.
Aupaire's role is limited to operating the technology platform and facilitating the connection and administrative interaction between Customers and independent Service Professionals.
INCORPORATED PLATFORM POLICIES
The following are separate Platform Policies and operational documents and are incorporated by reference into the Service Professional's relationship with Aupaire to the extent applicable:
- Aupaire Privacy Policy
- Aupaire Acceptable Use Policy (AUP)
- Aupaire Trust & Safety Policy
- Aupaire Booking, Cancellation and Refund Policy
- Aupaire Complaint Handling Procedure
- Aupaire Incident Reporting Procedure
- Aupaire AI Transparency and Responsible Use Policy
- Aupaire Community Standards
- Aupaire Professional Verification & Credential Policy
- Aupaire Professional Payments & Payout Policy
- Other applicable Platform Operational Policies
These documents shall not override the substantive contractual provisions of this Agreement except as expressly permitted under Clause 18 and Applicable Law.
ACKNOWLEDGEMENT OF INCORPORATED DOCUMENTS
By signing or electronically accepting this Agreement, the Service Professional confirms that the Service Professional has been provided with, or has been given reasonable access through the Platform to, the documents incorporated by reference into this Agreement and has had the opportunity to review them.
The Service Professional acknowledges that continued use of the Platform following the effective date of an applicable Platform Policy constitutes acceptance of that Policy, subject to the amendment and notice provisions of this Agreement and Applicable Law.
SIGNATURES
By signing below or electronically accepting this Agreement, each Party confirms that it has read, understood and agreed to be bound by this Agreement and the documents expressly incorporated into it.
FOR AUPAIRE
Aupaire for Technology and Artificial Intelligence J.S.C.
Names, representative capacity and signatures or electronic acceptance are recorded in the individual agreement. This public copy is not a signed agreement.
SERVICE PROFESSIONAL
The professional’s identity and signature or electronic acceptance are recorded in the individual agreement.