1. Agreement and acceptance

These Terms & Conditions (the "Terms") are a binding agreement between InvoiceFlow ("InvoiceFlow", "we", "us") and the company on whose behalf an account is created (the "Customer", "you").

When you register for InvoiceFlow, the individual completing sign-up must tick the box confirming acceptance of these Terms and the Privacy Policy. By doing so, that individual confirms they are authorised to bind the Customer, and the Customer is bound by these Terms from that moment. We record the version accepted, and the date, time, and IP address of acceptance.

If you do not agree to these Terms, do not register for or use the service.

2. Definitions

• Service — the InvoiceFlow web application, Android app, and related APIs and documentation.
• Tenant — the isolated workspace created for the Customer when it registers.
• Administrator — a user with administrative rights over the Tenant, including the first user created at registration.
• Customer Data — all data the Customer or its users submit to the Service, including customer and supplier records, invoices, credit and debit notes, line items, and uploaded documents.
• Subscription Term — the period for which the Customer has paid to use a plan, as described in Section 6.
• FTA — the United Arab Emirates Federal Tax Authority.
• ASP — an accredited service provider through which e-invoices are transmitted to the FTA over the Peppol network.
• PDPL — Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and its Executive Regulations.

3. Eligibility and registration

To register, you must be a business or other legal person, acting for purposes within your trade or profession, and the individual signing up must be at least 18 years old and authorised to enter into contracts on your behalf.

You agree to provide accurate and complete registration information, including a valid company name and Tax Registration Number (TRN), and to keep it current. We validate the format and check digit of a TRN but do not independently confirm it is registered to your business; providing a TRN that is not yours is a breach of these Terms.

Registration is completed by confirming a verification code sent to the Administrator's email address. On completion, we create your Tenant, your Administrator account, and a separate administrator ("checker") account used for maker-checker approvals; credentials for the checker account are emailed to the Administrator. You are responsible for everything done under these accounts.

One company may hold only one active Tenant for a given TRN unless we agree otherwise in writing.

4. Your account and users

You are responsible for configuring users, security levels, and roles within your Tenant, and for the actions of every user you create. You must keep credentials confidential, require your users to do the same, and enable two-factor authentication where your security policy calls for it.

Notify us promptly at security@invoiceflow.ae if you believe an account has been compromised. We may act to protect the Service, including by suspending affected accounts.

Delegated multi-tenant access, where available on your plan, lets you grant a person from another Tenant access to your data. You are responsible for the grants you make and for revoking them when they are no longer needed.

5. Right to use the service

During the Subscription Term, and subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own internal business purposes and within the limits of your plan (such as user and document counts).

All rights not expressly granted are reserved. You may not sell, resell, rent, or provide the Service to a third party as a service bureau except under a written reseller or partner agreement with us.

6. Plans, term, and fees

Plans

InvoiceFlow is offered on three paid plans — Basic, Professional, and Enterprise — each billed on an annual basis. Plan features and limits are described on our pricing page and within the Service, and may include feature gating (for example, bulk import, PO import, credit and debit notes, exchange-rate management, and delegated access) by plan tier. New registrations may begin with a 14-day free trial; no fee is charged during the trial, and the trial converts to a paid annual plan only when you choose one and pay.

Fees, VAT, and payment

• Fees are stated in UAE Dirhams (AED) and are exclusive of VAT. VAT and any other applicable taxes or duties are added at the prevailing rate and shown on your tax invoice.
• Payments are processed by Stripe. By subscribing, you authorise us and Stripe to charge your chosen payment method the plan fee, plus VAT, for each annual term.
• Fees for the current annual term are payable in advance and, except as set out in Section 7, are non-refundable.

Renewal and price changes

• Each annual Subscription Term renews automatically for a further year unless you cancel before the renewal date (see Section 8).
• We may change plan fees or the contents of a plan. We will give you at least 30 days' notice before a change takes effect, and a change to fees applies from your next renewal, not mid-term. Continuing to use the Service after a change takes effect means you accept it; if you do not accept it, you may cancel with effect from the renewal date.
• If a payment fails, we may retry it and may suspend the Tenant if it remains unpaid after a grace period.

7. Cooling-off and refunds

• The cooling-off right applies once, to your first paid subscription only. It does not apply to renewals or to subsequent plan changes.
• After the 30-day period, fees are non-refundable. Cancelling, downgrading, or reducing users part-way through an annual term does not entitle you to a refund or credit for the unused period, and access continues at the paid level until the end of the term.
• To exercise the cooling-off right, email sales@invoiceflow.ae from the Administrator's address within the 30-day window. We aim to process eligible refunds within 14 days, to the original payment method.
• Refunds of VAT already accounted for are handled in line with FTA rules and reflected on a credit note.
• We may decline a refund, or charge for usage, where we reasonably believe the cooling-off right is being abused (for example, repeated sign-up and refund cycles).

8. Cancellation, suspension, and termination

Cancellation by you

You may cancel at any time from within the Service or by contacting us. Except under the cooling-off right in Section 7, cancellation takes effect at the end of the current annual term: you keep access until then, and the subscription does not renew.

Suspension

We may suspend your access, in whole or in part, if: fees are overdue after notice; we reasonably believe the Service is being used in breach of Section 10 or in a way that risks harm to the Service, us, or others; or we are required to by law or by the FTA. We will use reasonable efforts to give you notice and to limit a suspension to what is necessary.

Termination

Either party may terminate for the other's material breach that is not cured within 30 days of written notice. We may terminate immediately if you become insolvent or if required by law.

Effect of termination

• Your right to use the Service ends.
• For 30 days after termination, you may request an export of your Customer Data in a common format. After that, we may delete it, subject to records we must retain by law (see Section 18 and the Privacy Policy).
• Fees already due remain payable. Sections that by their nature should survive (including 9, 14, 15, 16, 17, 21, and 22) survive termination.

9. Your data and intellectual property

As between the parties, you own all Customer Data and retain all intellectual property rights in it. You grant us a worldwide, non-exclusive licence to host, copy, process, transmit, and display Customer Data solely to provide and support the Service, to comply with law, and as otherwise permitted by these Terms and the Privacy Policy.

You are responsible for the accuracy, quality, and legality of Customer Data and for your right to submit it to the Service.

We own all intellectual property rights in the Service, including its software, design, and documentation, and in any improvements to it. If you send us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without restriction.

We may generate aggregated, de-identified statistics about use of the Service that do not identify you or any individual, and use them to operate and improve the Service.

10. Acceptable use

You must not, and must not permit any user to:

• use the Service to issue false, fraudulent, or misleading invoices, or to misrepresent a tax position;
• submit unlawful, infringing, or malicious content, or personal data you have no lawful basis to process;
• breach the tax, anti-money-laundering, sanctions, or data-protection laws of the UAE or any other applicable jurisdiction;
• reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law;
• circumvent tenant isolation, access controls, usage limits, or rate limits, or probe or test the security of the Service without our written consent;
• interfere with or disrupt the integrity or performance of the Service, or introduce malware; or
• resell or commercially exploit the Service except as permitted in Section 5.

11. E-invoicing and tax compliance

The Service helps you create e-invoices, credit notes, and debit notes and transmit them to the FTA through an ASP and the Peppol network. You remain solely responsible for:

• the accuracy, completeness, legality, and timeliness of every document you issue and every tax position you take;
• determining your own registration, invoicing, and filing obligations; and
• reviewing the status of submissions and acting on rejections or errors reported back by the FTA or the ASP.

InvoiceFlow does not provide tax, accounting, or legal advice, and nothing in the Service is a substitute for advice from a qualified professional. Transmission depends on the FTA's systems, the ASP, and the Peppol network, which are outside our control; we are not liable for their unavailability, latency, changes, or rejection of a document, though we will pass through the status information we receive.

12. Third-party services

The Service relies on third parties, including Stripe (payments), Brevo (transactional email), Firebase Cloud Messaging (push notifications), Anthropic (AI-assisted document extraction, when you use that feature), the ASP, and Oracle Cloud Infrastructure (hosting). Your use of features that depend on a third party is also subject to that third party's terms, and we are not responsible for their acts or omissions. We may change providers where we can do so without materially reducing the Service.

13. Availability and support

We use commercially reasonable efforts to keep the Service available and to provide support by email during UAE business hours. We may carry out planned maintenance, and will try to schedule it outside business hours and to give notice of significant work. We may also make emergency changes without notice.

Any specific service-level commitment or credit applies only if it is set out in a separate written service-level agreement signed by us. In the absence of one, the Service is provided without an availability guarantee.

14. Warranties

We warrant that we will provide the Service with reasonable skill and care. Except for that warranty and anything that cannot be excluded under UAE law, the Service is provided "as is" and "as available", and we disclaim all other warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted, error-free, or secure against every threat.

15. Limitation of liability

Nothing in these Terms limits liability that cannot be limited under UAE law, including liability for death or personal injury caused by negligence, or for fraud.

Subject to that:

• neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, goodwill, business, or anticipated savings, or for loss or corruption of data to the extent it could have been avoided by your own backups or by using the export tools we provide;
• each party's total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence), or otherwise, is capped at the total fees paid or payable by the Customer for the Service in the 12 months immediately before the event giving rise to the claim; and
• we are not liable for penalties, interest, or assessments imposed on you by the FTA or any authority arising from your invoices, filings, or tax positions.

16. Indemnity

You will indemnify and hold us harmless against losses, damages, liabilities, costs, and reasonable legal fees we incur from a third-party claim arising out of: (a) your Customer Data, or our processing of it on your instructions; (b) your use of the Service in breach of these Terms or applicable law; or (c) a dispute between you and your own customers, suppliers, or tax authorities.

17. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law or court order (with notice where lawful). Customer Data is your confidential information.

18. Data protection

Our handling of personal data is described in the Privacy Policy, which forms part of these Terms.

Where we process personal data contained in Customer Data, we act as a processor and you act as the controller under the PDPL. We will: process such personal data only on your documented instructions (these Terms and your use of the Service being your initial instructions); ensure persons authorised to process it are under a duty of confidentiality; apply appropriate technical and organisational security measures; engage sub-processors only under written terms no less protective than these and remain responsible for them; assist you, taking into account the nature of processing, with data-subject requests and with your security and breach-notification obligations; notify you without undue delay on becoming aware of a personal-data breach affecting Customer Data; and, on termination, delete or return such personal data except where retention is required by law. A list of current sub-processors is available on request.

19. Changes

We may change the Service, and we may change these Terms, for example to reflect new features, operational needs, or changes in law. For changes to these Terms that materially affect you, we will give notice to Administrators by email or in-app at least 30 days before they take effect, unless a shorter period is needed to comply with law or address a security or legal risk. Your continued use of the Service after the effective date means you accept the updated Terms; if you do not accept them, you may cancel under Section 8, and if the change is both material and to your detriment and takes effect mid-term, you may terminate and receive a pro-rata refund of fees for the remaining term.

20. Force majeure

Neither party is liable for a failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural events, war or civil unrest, government action, failure of telecommunications or internet infrastructure, or failure of the FTA, an ASP, or the Peppol network.

21. Governing law

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the federal laws of the United Arab Emirates.

These Terms are made in English. Any translation is for convenience only, and the English version prevails.

22. General

• Entire agreement. These Terms, the Privacy Policy, your plan selection, and any order form or written agreement signed by us are the entire agreement between the parties on this subject and replace any prior understanding. Any purchase order or standard terms you issue have no effect.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.
• Subcontracting. We may use subcontractors to provide the Service and remain responsible for their performance.
• Notices. Notices to you are given via the Administrator's email or in-app; notices to us go to legal@invoiceflow.ae.
• No waiver. A failure to enforce a right is not a waiver of it.
• Severability. If a provision is found unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
• No partnership. Nothing in these Terms creates a partnership, agency, or employment relationship, or any third-party rights.

23. Contact

Questions about these Terms: legal@invoiceflow.ae. Billing and refunds: sales@invoiceflow.ae. Security: security@invoiceflow.ae. General: info@invoiceflow.ae.