Terms of Use

1. Definitions

• "Platform" — the Managed ZATCA Compliance Platform, including its Business Central extension, managed services, monitoring, and compliance updates.
• "Customer" — the organisation that licenses the Platform under a subscription or licence agreement with Pro Max Gulf.
• "Authorised User" — an individual the Customer permits to use the Platform.
• "ZATCA" — the Zakat, Tax and Customs Authority of the Kingdom of Saudi Arabia, and "Fatoora" its e-invoicing platform.

2. Licence and scope of use

Subject to payment of the applicable fees and compliance with these terms, Pro Max Gulf grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform during the subscription term, for the Customer's own internal business operations, in the number of companies and environments stated in the order.

The Customer may not reverse engineer, decompile, or attempt to derive the source code of the Platform except to the extent this restriction is unenforceable under applicable law; resell, sublicense, rent, or make the Platform available to any third party; remove or obscure proprietary notices; or use the Platform to build a competing product.

Installation and use of the Platform software itself — deployment scope, permitted and prohibited use, updates, and uninstallation — is governed in detail by our End-User License Agreement, which applies alongside these terms.

3. Subscription, fees, and term

The Platform is licensed under a one-time platform licence and setup fee plus an annual compliance subscription, priced by the number of companies and the deployment model stated in the order.

Fees are payable in advance and are non-refundable except where these terms or applicable law require otherwise. The annual subscription renews for successive twelve-month periods unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term. Prices may be revised at renewal on written notice.

Lapse of the annual compliance subscription suspends managed services — including certificate lifecycle management, monitoring, support, and regulatory updates — which will interrupt the Customer's ability to remain compliant.

4. Customer responsibilities

• Maintaining a valid, supported Microsoft Dynamics 365 Business Central licence and environment, and applying platform updates within a reasonable time of release.
• Providing accurate seller, VAT, commercial registration, and device details, and keeping the ZATCA portal credentials and authorisations required for onboarding current.
• Ensuring the invoice data entered into Business Central is complete and accurate — the Platform transmits what the Customer's records contain.
• Controlling access: managing Authorised Users, safeguarding credentials, and reporting suspected misuse promptly.
• Reviewing clearance and reporting status, and acting on notifications the Platform raises about failures or rejections.
• Complying with all applicable Saudi tax, e-invoicing, data protection, and record-keeping laws.

5. Compliance responsibility

The Platform is engineered to meet ZATCA's Phase 2 requirements for generation, clearance, and reporting, and we maintain it as those requirements change. The Customer nonetheless remains the taxpayer of record and is solely responsible for its tax position, for the accuracy of the data it submits, and for its filings with ZATCA.

Pro Max Gulf is not a tax adviser and does not provide tax, accounting, or legal advice. Nothing in the Platform or its documentation constitutes such advice, and ZATCA's assessment of a Customer's compliance is outside our control.

6. Managed services and support

During an active subscription we provide certificate lifecycle management, platform monitoring, automatic retry and recovery of failed submissions, technical support through our agreed channels, and updates that keep the Platform aligned with ZATCA's published requirements.

Support hours, response targets, and escalation paths are those set out in the applicable order or service level agreement. Where no service level agreement is in place, we will use commercially reasonable efforts to respond promptly during business hours.

7. Availability and dependencies

The Platform depends on services we do not control — ZATCA's Fatoora APIs, Microsoft's Business Central service, the Customer's own infrastructure, and network connectivity. Interruptions, changes, or outages in those services may affect the Platform, and we are not liable for them, though we will monitor, retry, and keep the Customer informed.

We may carry out planned maintenance and will give reasonable advance notice where it is likely to affect service.

8. Intellectual property

Pro Max Gulf and its licensors retain all rights, title, and interest in the Platform, including its source code, design, documentation, and any improvements. These terms grant a right to use, not a transfer of ownership.

The Customer retains all rights in its own data. Feedback the Customer provides may be used to improve the Platform without obligation or attribution.

9. Confidentiality

Each party will keep the other's confidential information in confidence, use it only to perform under these terms, and protect it with at least the care it applies to its own confidential information. This obligation does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law — in which case the disclosing party will be notified where permitted.

10. Data protection

Processing of personal data in connection with the Platform is governed by our Privacy Policy, which forms part of these terms. Each party will comply with the Saudi Personal Data Protection Law and its implementing regulations in performing its obligations.

11. Warranties and disclaimers

We warrant that the Platform will perform materially in accordance with its documentation during an active subscription, and that we will provide the managed services with reasonable skill and care.

Except as expressly stated, the Platform 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, and non-infringement. We do not warrant that operation will be uninterrupted or error-free, or that ZATCA will accept every submission.

12. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, goodwill, or data, however arising.

Pro Max Gulf's total aggregate liability arising out of or relating to the Platform is limited to the fees paid by the Customer under the applicable order in the twelve months preceding the event giving rise to the claim. Nothing in these terms limits liability that cannot be limited under Saudi law, including liability for fraud or wilful misconduct.

We are not liable for fines, penalties, or assessments imposed by ZATCA that arise from inaccurate Customer data, the Customer's failure to act on notifications, unsupported modifications, or an expired subscription.

13. Suspension and termination

We may suspend access where fees are overdue, where use breaches these terms, or where suspension is necessary to protect the Platform or other customers — with notice wherever practicable. Either party may terminate for material breach that remains uncured thirty days after written notice.

On termination the Customer's right to use the Platform ends and we will assist, on reasonable request and terms, in exporting the compliance records held within the Customer's environment. Termination does not relieve the Customer of the obligation to retain records under KSA tax law.

14. Changes to these terms

We may update these terms to reflect changes to the Platform, our services, or the law. The revision date at the top of this page reflects the current version, and we will give Customers notice of material changes. Continued use after the change takes effect constitutes acceptance.

15. Governing law and disputes

These terms are 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.

16. Contact

Questions about these terms: