TERMS AND CONDITIONS

Up Network Maroc

Last updated: March 2026

1. Introduction and Scope

These Terms and Conditions (“Terms”) govern all access to and use of the website operated by Up Network Maroc, including any subdomains, associated mobile applications, and digital services offered through the website (“the Website”).

These Terms apply to all visitors, registered users, and clients of Up Network Maroc. By using the Website, you enter into a legally binding contract with us on these Terms. Additional or specific terms may apply to particular services and, where provided, shall supplement and form part of this agreement.

These Terms should be read alongside our Privacy Policy, which forms an integral part of our contractual relationship with users.

2. Company Information

The Website is operated by:

Our business activities include, but are not limited to:

• Digital marketing services and social media management
• IT consulting and technology advisory services
• Software and web development
• Digital communication and content services
• Training, coaching, and consulting services
• Sale of digital and/or physical products through online platforms

3. Legal Capacity and Eligibility

By using this Website, you represent and warrant that:

• You are at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is higher
• You have full legal capacity to enter into binding contractual agreements
• Your use of this Website is lawful under all applicable Moroccan and international laws
• If acting on behalf of a legal entity (company, organisation), you have the authority to bind that entity to these Terms
• All information you provide to us is accurate, complete, and not misleading

We reserve the right to refuse access to, or cancel orders from, any person or entity where we have reasonable grounds to believe these conditions are not met.

4. Website Access and Availability

Access to the Website is provided on a temporary, non-exclusive, non-transferable, and revocable basis. Up Network Maroc reserves the right at any time and without prior notice to:

• Modify, update, or remove any part of the Website or its content
• Suspend or restrict access for scheduled or emergency maintenance
• Discontinue any feature, product, or service offered through the Website
• Terminate access of any user who violates these Terms

We do not warrant that the Website will be uninterrupted, timely, secure, or error-free. Temporary unavailability due to maintenance, system upgrades, or factors outside our reasonable control shall not constitute a breach of these Terms.

5. Acceptable Use Policy

You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of others or restrict their use of the Website. The following conduct is strictly prohibited:

5.1 Prohibited Activities

• Using the Website for any unlawful, fraudulent, or deceptive purpose
• Attempting to gain unauthorised access to our servers, systems, user accounts, or networks
• Interfering with, disrupting, or degrading the performance, security, or integrity of the Website
• Introducing, uploading, or transmitting malicious software, viruses, worms, trojan horses, or any harmful code
• Collecting, harvesting, or scraping personal data of other users without their explicit consent
• Impersonating any person or entity, or misrepresenting your affiliation with any person or entity
• Transmitting unsolicited commercial communications (spam) through or in connection with the Website
• Circumventing or disabling any security, digital rights management, or access control measures
• Engaging in any conduct that could damage the reputation or brand of Up Network Maroc
• Using automated bots, scrapers, or crawlers to extract data from the Website without prior written consent

Violation of this Acceptable Use Policy may result in immediate suspension or permanent termination of access to the Website, and may give rise to civil or criminal liability under applicable Moroccan and international law.

6. Intellectual Property Rights

6.1 Ownership

All content on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, source code, interface design, and underlying technology (“Content”), is the exclusive property of Up Network Maroc or its licensors, and is protected by applicable intellectual property laws including copyright, trademark, and design rights.

6.2 Licence to Users

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and its Content solely for personal, non-commercial purposes, subject to these Terms. This licence does not include the right to:

• Reproduce, distribute, modify, create derivative works from, or publicly display any Content
• Use Content for commercial exploitation without prior written authorisation from Up Network Maroc
• Remove or alter any copyright, trademark, or other proprietary notices
• Transfer the licence to any third party

6.3 Trademarks

The name “Up Network Maroc”, associated logos, and all product and service names are trademarks or registered trademarks of Up Network Maroc. Nothing in these Terms grants you the right to use any trademark without prior written permission.

7. User and Client Content

Users and clients who submit, upload, or transmit content through the Website (“User Content”) retain ownership of their intellectual property rights. However, by submitting User Content, you grant Up Network Maroc a non-exclusive, worldwide, royalty-free licence to use, host, store, and process such content solely for the purposes of providing the requested services.

You represent and warrant that all User Content:

• Is lawful, accurate, and does not infringe the intellectual property or privacy rights of any third party
• Complies with all applicable advertising laws, including Moroccan regulations on commercial communications
• Complies with applicable data protection laws, including GDPR and Loi n° 09-08, where personal data is involved
• Does not contain defamatory, obscene, offensive, or harmful material

Up Network Maroc shall not be held liable for any illegal, infringing, or otherwise unlawful content provided by users or clients, and reserves the right to remove such content without notice.

8. Digital Marketing and Advertising Services

Where Up Network Maroc provides digital marketing or advertising services, the following specific terms apply in addition to the general Terms:

8.1 Third-Party Platforms

Services may involve advertising on third-party platforms including but not limited to Meta Platforms (Facebook, Instagram), Google Ads, LinkedIn, TikTok, and other digital advertising networks. Clients acknowledge and accept that:

• Each third-party platform operates under its own policies, terms of service, and community standards
• Campaign approval, rejection, or modification is determined solely by the relevant platform
• Platform policies may change without notice and may affect campaign delivery
• Up Network Maroc cannot be held responsible for account suspensions, bans, or restrictions imposed by third-party platforms

8.2 Performance Disclaimer

Up Network Maroc provides services on a best-efforts basis. Unless expressly agreed in a separate written Service Level Agreement (SLA) or contract:

• No guarantee of specific advertising results, reach, impressions, leads, conversions, or revenue is made
• Campaign performance depends on market conditions, audience behaviour, budget, and platform algorithms, which are outside our control
• Any performance projections or estimates provided are illustrative only and do not constitute contractual commitments

8.3 Client Responsibilities

Clients are responsible for ensuring that all materials, creatives, and content they provide for advertising campaigns comply with applicable law and the policies of the relevant advertising platforms. Up Network Maroc reserves the right to refuse to publish any content that, in our reasonable opinion, is unlawful, misleading, or in violation of platform policies.

9. E-Commerce and Online Transactions

9.1 Orders

All orders placed through the Website are subject to acceptance and availability. An order confirmation email constitutes acknowledgment of receipt only and does not constitute acceptance. A binding contract for the sale of goods or services is formed only when Up Network Maroc explicitly confirms acceptance. We reserve the right to decline or cancel any order at our reasonable discretion, including where:

• A product or service is unavailable or has been incorrectly described or priced
• Payment is not successfully authorised
• We have reasonable grounds to suspect fraudulent activity

9.2 Pricing

All prices displayed on the Website are in the currency stated and are subject to change without prior notice. Prices are exclusive of applicable taxes, duties, or additional charges unless otherwise stated. Applicable Moroccan VAT (TVA) or other taxes will be applied at checkout where required by law.

9.3 Payment

Payments must be made using the payment methods available on the Website at the time of order. Payment processing is handled by PCI-DSS compliant third-party payment providers. Up Network Maroc does not store, retain, or have access to full payment card details. All payment transactions are encrypted using industry-standard TLS/SSL protocols.

9.4 Returns, Refunds and Cancellations

Refund, return, and cancellation policies for specific products and services are set out in the relevant product/service descriptions or accompanying service agreements. Digital products and services that have been delivered or commenced may not be eligible for refund unless otherwise required by applicable Moroccan consumer protection law.

10. Data Protection and Privacy

Up Network Maroc processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) where applicable, and Moroccan Loi n° 09-08 relative à la protection des données à caractère personnel, supervised by the Commission Nationale de contrôle de la protection des Données à caractère Personnel (CNDP).

Full details of how we collect, use, store, and protect personal data are set out in our Privacy Policy, which is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Privacy Policy on matters of personal data, the Privacy Policy shall prevail.

Where Up Network Maroc acts as a data processor on behalf of clients (e.g., when managing advertising campaigns involving client customer data), processing will be governed by a separate Data Processing Agreement (DPA) executed between the parties, in accordance with Article 28 GDPR.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Up Network Maroc shall not be liable for any of the following, whether arising in contract, tort (including negligence), statute, or otherwise:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or commercial opportunities
• Loss, corruption, or destruction of data
• Service interruptions, delays, or failures not attributable to our direct negligence
• Losses arising from your reliance on third-party services, content, or platforms
• Losses resulting from unauthorised access to or alteration of your data or transmissions

The Website and all its content are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement.

Where our liability cannot be excluded, our total aggregate liability to you in connection with any one claim or series of related claims shall not exceed the total fees paid by you to Up Network Maroc in the three (3) months preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Up Network Maroc, its directors, employees, agents, contractors, and partners from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your violation of any provision of these Terms
• Your misuse of the Website or any of our services
• Your infringement of any intellectual property or other rights of any third party
• Any User Content you submit, post, or transmit through the Website
• Your breach of any applicable law or regulation
• Any dispute between you and a third party in connection with your use of the Website

We reserve the right, at our own expense, to assume exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with our defence.

13. Third-Party Services and Links

The Website may integrate with, rely upon, or contain links to third-party websites, services, and technologies, including hosting providers, analytics platforms, payment processors, CDN providers, and advertising networks. These third-party services are governed by their own terms of service and privacy policies.

Up Network Maroc does not control, endorse, or assume responsibility for the content, availability, accuracy, privacy practices, or policies of any third-party services or websites. Your use of any third-party service is entirely at your own risk and subject to the applicable third-party terms.

The presence of a link or integration with a third-party service does not constitute an endorsement by Up Network Maroc.

14. Security

Up Network Maroc implements reasonable technical and organisational security measures to protect the Website, its infrastructure, and user data against unauthorised access, disclosure, alteration, or destruction. These measures include, but are not limited to, HTTPS/TLS encryption, web application firewalls, access controls, and regular security assessments.

However, no system connected to the internet can be guaranteed to be completely secure. You acknowledge and accept the inherent risks associated with internet use and electronic data transmission. You are responsible for maintaining the confidentiality of your account credentials and must notify us immediately at contact@upnetworkmaroc.com if you suspect any unauthorised access to your account.

15. Force Majeure

Up Network Maroc shall not be held liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, acts of God, floods, fires, earthquakes, or extreme weather events
• Cyber attacks, hacking incidents, or distributed denial-of-service (DDoS) attacks
• Internet infrastructure failures, telecommunications outages, or power disruptions
• Government actions, regulatory changes, embargoes, or national emergencies
• Pandemics, epidemics, or public health emergencies
• Third-party service provider failures beyond our reasonable control

In the event of a force majeure event, we will notify affected users as soon as reasonably practicable and will use commercially reasonable efforts to resume normal operations as quickly as possible.

16. Suspension and Termination

Up Network Maroc reserves the right to suspend, restrict, or permanently terminate your access to the Website and services, without prior notice and without liability to you, in circumstances including but not limited to:

• Violation of any provision of these Terms or our Acceptable Use Policy (Section 5)
• Conduct that we reasonably believe is unlawful, fraudulent, or harmful to other users or third parties
• Non-payment of fees due for services rendered
• A court order, regulatory direction, or statutory requirement to do so
• Conduct that poses a security risk to our systems or data

Upon termination, all licences and rights granted to you under these Terms will immediately cease. Provisions that by their nature should survive termination (including Sections 6, 7, 11, 12, 18, and 19) shall continue in full force and effect.

17. Modification of These Terms

Up Network Maroc reserves the right to update, amend, or replace these Terms at any time. When material changes are made, we will:

• Update the “Last Updated” date at the top of this document
• Display a prominent notice on the Website for a reasonable period prior to the changes taking effect
• Where feasible, notify registered users by email of material changes

Your continued use of the Website after the effective date of any revision constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must cease using the Website. It is your responsibility to review these Terms periodically.

18. Governing Law

These Terms and Conditions and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Kingdom of Morocco, including:

• Dahir n° 1-11-03 du 14 rabii I 1432 portant promulgation de la loi n° 53-05 relative à l’échange électronique de données juridiques (Electronic Commerce Law)
• Loi n° 09-08 relative à la protection des données à caractère personnel
• The Moroccan Code of Obligations and Contracts (D.O.C.)
• Applicable provisions of Moroccan commercial and consumer protection law

Where services are provided to clients located in the European Union, applicable EU consumer protection regulations may also apply to the extent required by law.

19. Jurisdiction and Dispute Resolution

19.1 Exclusive Jurisdiction

Subject to Section 19.2 below, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the Tribunal de Première Instance de Tétouan, Kingdom of Morocco.

19.2 Amicable Resolution

Before initiating formal legal proceedings, both parties agree to use reasonable efforts to resolve any dispute amicably through direct negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) calendar days from receipt of such notice to reach an amicable resolution before either party may initiate legal proceedings.

19.3 Severability of Jurisdiction

If any provision of these Terms is found to be invalid or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed, without affecting the validity and enforceability of the remaining provisions.

20. General Provisions

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable service-specific agreements or DPAs, constitute the entire agreement between you and Up Network Maroc with respect to the use of the Website and supersede all prior agreements, understandings, or representations on the same subject matter.

20.2 No Waiver

No failure or delay by Up Network Maroc in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.

20.3 Assignment

You may not assign, transfer, or sub-licence your rights or obligations under these Terms without our prior written consent. Up Network Maroc may assign its rights and obligations under these Terms to any affiliate, successor, or acquirer without restriction.

20.4 Language

These Terms are drafted in English. In the event of any inconsistency or conflict between an English version and any translation, the English version shall prevail.

21. Contact Information

For any questions, complaints, or legal notices relating to these Terms and Conditions, please contact us at:

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