DI-FBR ENTERPRISE B2B SAAS LICENSE & STATUTORY FISCAL TERMS ======================================================================== IMPORTANT - READ CAREFULLY: This Enterprise Software License & Statutory Fiscal Terms Agreement ("Agreement") is a legally binding contract between CLOUD ERP 360 (PRIVATE) LIMITED ("Licensor", "Company", "we", "us") and the subscriber business entity, corporation, partnership, or sole proprietorship ("Licensee", "Subscriber", "Business", "you"). By selecting 'I accept the agreement', downloading, installing, configuring, or operating the DI-FBR Desktop Terminal, POS Client, or Enterprise Cloud Suite, you unconditionally agree to be bound by every term, condition, and statutory obligation set forth herein. If you are acting on behalf of a company, firm, or commercial enterprise, you represent and warrant that you possess full legal and corporate authority to bind that entity. 1. B2B SAAS SUBSCRIPTION GRANT & TERMINAL SCOPE Subject to strict compliance with this Agreement and timely payment of all active SaaS subscription fees, Licensor grants the Business an authorized, revocable, non-exclusive, non-transferable, non-sublicensable commercial SaaS license to install and execute this software on designated desktop terminals and mobile devices solely for internal commercial business operations, point-of-sale checkouts, inventory tracking, and fiscal document transmission. This license is tied directly to your active subscription tier, authorized terminal quota, and registered Business Tax Identification (NTN/CNIC/STRN). Termination or lapse of your SaaS subscription immediately extinguishes all rights to execute or operate the software. 2. STATUTORY FBR & PROVINCIAL FISCAL COMPLIANCE MANDATE The software operates as a direct technological interface with official fiscal gateways, including the Federal Board of Revenue (FBR PRAL) and Provincial Revenue Authorities (PRA, SRB, KPRA, BRA) under Section 50A, Section 22, and Section 23 of the Sales Tax Act, 1990, Chapter XIV-AA of the Sales Tax Rules, 2006, and provincial sales tax on services statutes. You explicitly warrant and covenant that: (a) All transactions, digital invoices, and credit/debit notes submitted via this software represent genuine, lawful, bona fide commercial sales. (b) The creation, generation, or transmission of flying invoices, fictitious supplies, fraudulent tax adjustments, or unauthorized tax credit claims is strictly illegal, and you assume absolute legal, criminal, and financial liability for any such activity. (c) Cryptographic Non-Repudiation: Every fiscal invoice transmitted under your digital license, POS ID, or API credentials is treated as digitally verified and legally non-repudiable by your business. 3. DATA ACCURACY, TAXPAYER BURDEN OF PROOF & NO TAX ADVICE (a) You bear sole, exclusive, and unassignable responsibility for the accuracy, truthfulness, and completeness of all transaction data, buyer profiles (NTN, STRN, CNIC, ATL standing), HS Codes, Units of Measure (UOM), product valuations, retail price compliance (Retail Val >= Val Ex), and statutory tax computations (GST, Further Tax, Extra Tax, Withholding Tax, FED). (b) Burden of Proof: Under Section 35 of the Sales Tax Act, 1990, the burden of proving that sales tax has been lawfully charged, collected, or exempted rests entirely on your business. (c) Software Conduit Only: Licensor is an enterprise software engineering company, not a certified tax consultancy, accounting firm, or legal counsel. Built-in tax engines, 3rd Schedule algorithms, and SRO schedules are provided as automated software tools and do not constitute professional tax, accounting, or legal advice. 4. REAL-TIME SUBMISSION, IMMUTABLE AUDIT TRAIL & NON-DELETION (a) In accordance with statutory sales tax regulations, transactional data and digital invoices fiscalized through the platform are immediately recorded in permanent audit logs. Once transmitted and assigned an official FBR/Provincial Fiscal Invoice Number, invoices cannot be deleted, cancelled, or altered directly. (b) All post-issuance adjustments, sales returns, or price corrections must strictly be executed through statutory Credit Notes or Debit Notes within the legally permitted limitation window (180 days). (c) Mandatory 7-Year Audit Preservation: Under Section 22 of the Sales Tax Act, 1990, your business is legally obligated to maintain transactional records for a mandatory period of seven (7) years. Licensor archives compliance telemetry in accordance with these statutory audit requirements. 5. OFFLINE ENCRYPTED VAULT & MANDATORY RECONCILIATION The software incorporates local encrypted storage vaults (SQLite/Hive) to ensure point-of-sale operational continuity during network or gateway outages. Offline transactions are assigned unique cryptographic tracking nonces. You agree to restore network connectivity and execute daily end-of-shift synchronization audits. You remain strictly liable for ensuring that all offline transactions are successfully uploaded, verified, and issued official fiscal codes without duplicate transmission. 6. TENANT ISOLATION, CREDENTIAL SECURITY & PECA ENFORCEMENT (a) Access to the platform requires unique tenant credentials, POS identifiers, cryptographic keys, and API tokens. You are strictly responsible for safeguarding administrative credentials and enforcing role-based cashier access and Multi-Factor Authentication (MFA). (b) Security Violations: Any attempt to reverse engineer, decompile, disassemble, or tamper with application binaries; bypass tenant parameter filters; inject unauthorized DLLs or drivers; manipulate local offline databases; or sniff or tamper with API transmission payloads is strictly prohibited. (c) Any such attempt constitutes a criminal offense under the Prevention of Electronic Crimes Act, 2016 (PECA) and will result in immediate termination of service, forfeiture of subscription fees, and reporting of your business details and access logs to the Federal Investigation Agency (FIA) Cybercrime Wing and fiscal authorities. 7. SAAS SUBSCRIPTION BILLING, FEES & AUTOMATED SUSPENSION Access to cloud features, real-time fiscal submission pipelines, catalog synchronization, and multi-terminal management is contingent on advance payment of agreed SaaS subscription fees. All fees are non-refundable and exclusive of applicable taxes. Failure to pay fees by the due date will result in automated suspension of digital invoicing transmission gateways and restriction of the terminal software until accounts are brought into good standing. 8. HARDWARE, PERIPHERALS & LOCAL TERMINAL ENVIRONMENT The software provides native driver abstraction for thermal ESC/POS receipt printers (USB, COM, Network), barcode scanners, and cash drawers. You are solely responsible for ensuring hardware compatibility, physical terminal stability, power backup, and local operating system security. Licensor is not liable for data loss or failed receipt prints caused by local hardware failures, corrupted third-party drivers, or serial interface drops. 9. DISCLAIMER OF WARRANTIES & ABSOLUTE LIMITATION OF LIABILITY (a) Provided 'AS IS': The software and cloud services are provided strictly on an 'AS IS', 'AS AVAILABLE', and 'WITH ALL FAULTS' basis, without warranty of any kind, express or implied. (b) Gateway Availability: Licensor does not guarantee uninterrupted uptime of third-party government servers (FBR PRAL, PRA, SRB, KPRA, BRA) or public telecommunications networks. Licensor shall not be liable for delayed transmissions, timeout rejections, or tax notices resulting from government API downtime or maintenance windows. (c) Exclusion of Damages & Liability Cap: Under no circumstances shall Licensor, its directors, officers, employees, or affiliates be liable for any direct, indirect, special, incidental, punitive, or consequential damages, including loss of profits, business interruption, tax penalties, default surcharges, recovery notices, or audit liabilities. Licensor's aggregate financial liability under this Agreement shall never exceed the actual SaaS subscription fees paid by you in the three (3) months preceding the event giving rise to liability. 10. INDEMNIFICATION You agree to defend, indemnify, and hold harmless CLOUD ERP 360 (PRIVATE) LIMITED, its parent company, directors, officers, agents, and licensors against any and all claims, fines, statutory penalties, default surcharges, legal damages, and costs (including reasonable legal fees) arising from: (a) your use or misuse of the software; (b) any fraudulent, inaccurate, or non-compliant data transmitted to fiscal authorities; (c) tax audit assessments or enforcement actions levied against your business; or (d) any breach of this Agreement by your employees or authorized operators. 11. GOVERNING LAW & EXCLUSIVE JURISDICTION This Agreement is governed by and construed in accordance with the substantive laws of the Islamic Republic of Pakistan. Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the DI-FBR software shall be submitted to the exclusive jurisdiction of the competent courts of Lahore, Pakistan. ======================================================================== By selecting 'I accept the agreement' below, you confirm that you have read, understood, and agreed to all terms, conditions, and statutory obligations set forth in this Agreement on behalf of your business entity.