End-User License Agreement

1. Relationship to our other terms

This Agreement covers the Software: the code you install and run. The commercial relationship — subscription, fees, managed services, support, and availability — is governed by our Terms of Use, and the handling of data is governed by our Privacy Policy. All three apply together.

Where you and Pro Max Gulf have signed a separate licence or master services agreement, that agreement prevails over this one to the extent of any conflict.

2. Licence grant

Subject to your continued compliance with this Agreement and payment of the applicable fees, Pro Max Gulf grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software during the licence term, solely for your own internal business operations, and solely to generate, sign, clear, and report e-invoices in accordance with ZATCA requirements.

The Software is licensed, not sold. Pro Max Gulf and its licensors retain all rights not expressly granted here.

3. Scope of deployment

Your licence is limited to the number of legal entities (companies), Business Central environments, and deployment model — cloud, on-premises, or both — recorded in your order. Production and non-production environments are counted as stated in that order; a sandbox or test environment provisioned for the same licensed companies is permitted for testing, migration, and training, and may not be used to process live commercial invoices beyond what testing requires.

Adding companies or environments beyond your entitlement requires a licence upgrade. We may verify deployment scope on reasonable notice, and you will provide the information needed to do so.

4. Permitted use

• Installing the Software into licensed Business Central environments and configuring it for your own operations.
• Allowing your employees, and contractors acting on your behalf, to use the Software within your entitlement — you remain responsible for their compliance with this Agreement.
• Making a reasonable number of copies for backup, disaster recovery, and archival purposes.
• Using the Software's documentation internally to operate and administer the platform.

5. Restrictions

You may not, and may not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Software, except to the extent this restriction is prohibited by applicable law.
• Modify, adapt, translate, or create derivative works of the Software, or alter its object code or compiled extension package.
• Sell, resell, rent, lease, lend, sublicense, distribute, host, or otherwise make the Software available to any third party, including as a service bureau or on a shared-tenancy basis for entities outside your licensed group.
• Circumvent or disable any licence enforcement, telemetry, entitlement check, or security mechanism in the Software.
• Remove, obscure, or alter any copyright, trademark, or other proprietary notice.
• Use the Software to develop, train, or benchmark a competing product, or publish performance or benchmark results without our prior written consent.
• Use the Software in breach of applicable law, or to submit data you know to be false or misleading to ZATCA.

6. Delivery, installation, and configuration

The Software is delivered as a Business Central extension, installed either by Pro Max Gulf as part of the setup engagement or by you following our documented procedure. You are responsible for maintaining a supported Business Central version and a compatible environment.

Custom modifications you or a third party make to your Business Central environment are outside the scope of this Agreement. If such modifications interfere with the Software, we may require their removal before providing support or warranty remedies.

7. Updates and new versions

While your compliance subscription is active, Pro Max Gulf provides updates that keep the Software aligned with ZATCA's published requirements and with supported Business Central releases. Updates are licensed on the same terms as the Software they update.

You agree to apply updates within a reasonable period of release. Running a superseded version may cause submissions to be rejected by ZATCA, and we do not warrant versions that you have not updated within the period we specify. We may discontinue support for older versions on reasonable notice.

8. Third-party components

The Software may incorporate third-party or open-source components, which are licensed under their own terms. Those terms are provided with the Software or on request, and to the extent they conflict with this Agreement in respect of the component concerned, they prevail. Pro Max Gulf makes no warranty in respect of third-party components beyond what those licences provide.

Microsoft Dynamics 365 Business Central, and ZATCA's Fatoora platform, are not provided under this Agreement. Your use of them is governed by your agreements with Microsoft and by applicable Saudi regulation.

9. Ownership

The Software, its source code, structure, design, documentation, and all intellectual property rights in them are and remain the exclusive property of Pro Max Gulf and its licensors. This Agreement transfers no ownership.

You retain ownership of your own data, configuration, and master records. Any suggestions or feedback you give us about the Software may be used freely to improve it, without obligation or attribution.

10. Compliance and audit records

The Software produces cryptographically signed invoices and compliance artefacts that Saudi law requires you to retain. Those records are yours and reside in your environment. Termination of this licence does not relieve you of your retention obligations, and you should ensure you can access those records independently of the Software before the licence ends.

11. Limited warranty

Pro Max Gulf warrants that, for the duration of an active subscription, the Software will perform materially in accordance with its documentation when installed in a supported, unmodified environment and kept current with released updates.

Your exclusive remedy for a breach of this warranty, and our entire liability, is that we will use reasonable efforts to correct the defect or, if we cannot do so within a reasonable time, terminate the licence and refund the fees paid for the affected period.

Except as expressly stated, the Software is provided "as is" and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant uninterrupted or error-free operation, nor that ZATCA will accept every submission.

12. Limitation of liability

To the maximum extent permitted by law, Pro Max Gulf is not liable for indirect, incidental, special, consequential, or punitive damages, nor for loss of profit, revenue, goodwill, or data, arising out of or relating to the Software.

Our total aggregate liability under this Agreement is limited to the fees you paid for the Software in the twelve months preceding the event giving rise to the claim. Nothing here limits liability that cannot be limited under Saudi law, including liability for fraud or wilful misconduct.

13. Term and termination

This Agreement takes effect when you first install or use the Software and continues for as long as your licence and subscription remain in force.

We may terminate this Agreement if you materially breach it and do not cure the breach within thirty days of written notice, or immediately where the breach involves unauthorised copying, distribution, or reverse engineering of the Software.

On termination or expiry you must stop using the Software and uninstall the extension from all environments within thirty days, and confirm removal on request. Sections covering ownership, restrictions, disclaimers, liability, confidentiality, and governing law survive termination.

14. Export control and sanctions

You represent that you are not subject to sanctions that would prohibit you from receiving the Software, and you agree not to export, re-export, or make it available in breach of applicable export control or sanctions laws.

15. Assignment

You may not assign or transfer this Agreement or the licence, in whole or in part, without our prior written consent — including by merger, acquisition, or change of control — except that consent will not be unreasonably withheld for a transfer to an affiliate that assumes your obligations in full. Any purported transfer without consent is void.

16. General

If any provision of this Agreement is held unenforceable, the remainder stays in force and the provision is applied to the maximum extent permitted. A failure to enforce a right is not a waiver of it. This Agreement, together with the Terms of Use, Privacy Policy, and your order, is the entire agreement about the Software and supersedes prior discussions.

17. Governing law and disputes

This Agreement is governed by the laws of the Kingdom of Saudi Arabia. The parties will attempt in good faith to resolve any dispute by negotiation; failing that, the dispute is subject to the exclusive jurisdiction of the competent courts of Riyadh, Kingdom of Saudi Arabia.

18. Contact

Questions about this Agreement, or to request licence upgrades: