IMPORTANT NOTICE — READ CAREFULLY BEFORE OPERATION

DI-FBR ENTERPRISE B2B SAAS LICENSE & STATUTORY DIGITAL INVOICING COMPLIANCE AGREEMENT IMPORTANT — READ CAREFULLY BEFORE INSTALLING, ACCESSING, OR OPERATING THIS SOFTWARE: This Enterprise Software License & Statutory Digital Invoicing Compliance Agreement ("Agreement", "Terms", or "License") constitutes a legally valid, binding, and enforceable commercial contract between: 1. CLOUD ERP 360 (PRIVATE) LIMITED, a private limited corporation incorporated under the laws of the Islamic Republic of Pakistan, having its registered corporate seat in Lahore, Pakistan ("Licensor", "Company", "we", "us", or "our"), and 2. The subscriber business entity, corporation, partnership firm, association of persons (AOP), or sole proprietorship, including all authorized users, directors, partners, proprietors, officers, cashiers, accountants, and IT system operators acting under its authority ("Licensee", "Subscriber", "Business", "you", or "your"). BY CLICKING "I ACCEPT THE AGREEMENT", OR BY REGISTERING, DOWNLOADING, INSTALLING, EXECUTING, CONFIGURING, ACCESSING, OR OPERATING THE DI-FBR DESKTOP TERMINAL, MOBILE POS APPLICATION (ANDROID / IOS), WINDOWS 64-BIT APPLICATION, OR ENTERPRISE WEB CLOUD PORTAL, YOU UNCONDITIONALLY COVENANT AND AGREE TO BE BOUND BY EVERY TERM, STATUTORY CONDITION, TAXPAYER BURDEN, AND RESTRICTION CODIFIED IN THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, FIRM, OR OTHER LEGAL COMMERCIAL ENTITY, YOU EXPRESSLY REPRESENT, WARRANT, AND CERTIFY UNDER PENALTY OF LAW THAT YOU POSSESS FULL CORPORATE AND LEGAL AUTHORITY TO BIND SAID ENTITY, ITS TAX IDENTIFICATIONS (NTN, STRN, CNIC), AND ITS MANAGEMENT TO THESE TERMS. IF YOU DO NOT POSSESS SUCH AUTHORITY, OR DO NOT AGREE UNCONDITIONALLY WITH ALL TERMS HEREIN, YOU MUST IMMEDIATELY ABORT INSTALLATION, CEASE ALL EXECUTION, AND UNINSTALL THIS SOFTWARE FROM ALL TERMINALS.

COMMERCIAL B2B SAAS SUBSCRIPTION GRANT, TERMINAL SCOPE & OMNI-PLATFORM LICENSING

1.1 Commercial SaaS License Grant: Subject to strict, continuous compliance with all terms of this Agreement and timely, advance payment of all applicable SaaS subscription fees, Licensor grants the Business a limited, revocable, non-exclusive, non-transferable, non-sublicensable, commercial software subscription license to install and execute the DI-FBR software solely for the internal commercial operations, point-of-sale checkouts, inventory auditing, commercial valuation, and statutory fiscal invoice transmission of the registered business entity. 1.2 Omni-Platform Coverage & Terminal Quotas: This license authorizes the execution of DI-FBR across supported client platforms, natively comprising: (a) Flutter Windows Desktop Client (64-bit native executable, COM/USB hardware spooling); (b) Flutter Android Mobile / Tablet POS (APK, Bluetooth ESC/POS printing, camera scanning); (c) Flutter iOS Mobile / iPad POS (App Store / Enterprise bundle, AirPrint thermal spooling); (d) Flutter Web Client & Progressive Web App (PWA) running in standard web browsers; and (e) The Laravel Enterprise Web Management Portal and Cloud Database synchronization services. Installation and concurrent execution are strictly capped by the authorized terminal and device quotas specified in your active SaaS subscription tier. Any deployment exceeding authorized terminal quotas without prior subscription upgrades is unauthorized and constitutes a material breach. 1.3 Strict Tie to Business Tax Identity: This commercial license is cryptographically tied to your registered National Tax Number (NTN), Sales Tax Registration Number (STRN), Computerized National Identity Card (CNIC), and designated POS Identifiers (POS IDs). This license cannot be sold, assigned, leased, shared, or transferred to any secondary business, sister concern, or unrelated third party without express written approval from Licensor. 1.4 SaaS Continuity & Revocation: This license is valid strictly during the active, paid term of your commercial SaaS subscription. Upon non-payment, expiration, or termination of your subscription, all rights to access, execute, or operate the software, its desktop terminals, offline sync engines, and fiscal transmission gateways shall immediately and automatically extinguish.

STATUTORY DIGITAL INVOICING FRAMEWORK & MULTI-AUTHORITY FISCAL MANDATES

2.1 Statutory Regulatory Foundation: The DI-FBR software operates as a direct technological interface and transmission pipeline with official revenue authorities of Pakistan in full accordance with: (a) Federal Sales Tax Legislation: Section 50A (Digital Invoicing & Real-Time Reporting), Section 22 (Maintenance of Records & Accounts), Section 23 (Tax Invoices), Section 33 (Offences and Penalties), Section 35 (Burden of Proof), Section 37A/37B (Offences Cognizable & Arrests for Flying Invoices), Section 8/8B (Input Tax Credit Restraints), Section 3(2)(a) and Third Schedule (Retail Value Tax Base), and Section 73 (Payment through Banking Channels) of the Sales Tax Act, 1990; (b) Federal Regulatory Rules: Chapter XIV-AA (Digital Invoicing Rules) of the Sales Tax Rules, 2006, including Rules 150ZE through 150ZX as notified by SRO 1525(I)/2023, SRO 28(I)/2024, SRO 455(I)/2024, and related official FBR notifications; (c) Federal Income Tax Withholding: Section 236G and Section 236H of the Income Tax Ordinance, 2001 (Advance Withholding Tax on sales to distributors, dealers, wholesalers, and retailers); (d) Sales Tax Special Procedure (Withholding) Rules, 2007 (as amended); (e) Provincial Sales Tax on Services Legislation: (i) Punjab Revenue Authority (PRA): Punjab Sales Tax on Services Act, 2012 and PRA Electronic Fiscal Devices (EFD) Rules; (ii) Sindh Revenue Board (SRB): Sindh Sales Tax on Services Act, 2011 and SRB Point of Sale Regulations; (iii) Khyber Pakhtunkhwa Revenue Authority (KPRA): Khyber Pakhtunkhwa Finance Act, 2013 and KPRA E-Invoicing directives; (iv) Balochistan Revenue Authority (BRA): Balochistan Sales Tax on Services Act, 2015 and BRA Sales Tax on Services Rules; and (v) Islamabad Capital Territory (ICT): Islamabad Capital Territory (Tax on Services) Ordinance, 2001 (ICTO). 2.2 Technological Conduit Status: Licensee explicitly acknowledges that DI-FBR operates strictly as an electronic software conduit, data formatting translator, and transmission pipeline. Licensor does not act as a licensed intermediary, tax auditor, legal representative, or guarantor of your statutory compliance. You retain sole and unassignable legal responsibility for all transactional data submitted through the system.

ABSOLUTE PROHIBITION OF FLYING INVOICES, BOGUS TAX CREDITS & CRIMINAL LIABILITIES

3.1 Bona Fide Commercial Supplies Mandate: Licensee explicitly covenants, warrants, and guarantees that every transaction, digital invoice, debit note, credit note, and stock adjustment entered into or processed through DI-FBR represents an authentic, genuine, physical, and lawful commercial supply or service executed in the ordinary course of business. 3.2 Absolute Prohibition of Fraudulent Practices: The creation, preparation, transmission, or facilitation of any of the following constitutes an intentional violation of statutory tax laws and this Agreement: (a) "Flying Invoices" or "Paper Invoices" (issuing tax invoices without genuine physical transfer of goods or actual provision of services); (b) Simulated, fictitious, or inflated sales generated to unlawfully pass on or monetize sales tax input credits; (c) Attaching fake, unverified, or hijacked STRN/NTN/CNIC identifiers belonging to unwitting third parties; (d) Falsifying Harmonized System (HS) Codes or Units of Measure (UOM) to evade statutory tax rates or bypass 3rd Schedule assessments; (e) Tampering with buyer Active Taxpayer List (ATL) statuses or fabricating fake exemption claims under the 6th Schedule or SRO notifications. 3.3 Criminal Sanctions & Personal Liability: Licensee acknowledges that fraudulent tax filings, flying invoices, and intentional tax evasion constitute non-bailable criminal offenses under Sections 33, 37A, and 37B of the Sales Tax Act, 1990, the Prevention of Electronic Crimes Act, 2016 (PECA), and the Pakistan Penal Code. The Business, its directors, partners, proprietors, chief financial officers, and system operators assume 100% individual, joint, and several civil, administrative, and criminal liability for any fraudulent activity. 3.4 Mandatory Reporting & Statutory Cooperation: Licensor strictly reserves the right—and is statutorily compelled by law—to immediately freeze accounts, revoke API tokens, preserve cryptographic access records, and deliver full transmission telemetry, IP addresses, MAC addresses, hardware identifiers, and transactional databases to the Directorate General of Intelligence & Investigation (I&I-IR), the Federal Board of Revenue, the Federal Investigation Agency (FIA) Cybercrime Wing, or competent courts of law upon receipt of official statutory summons or regulatory notices.

TAXPAYER BURDEN OF PROOF (SECTION 35) & ZERO TAX/LEGAL ADVICE DISCLAIMER

4.1 Statutory Burden of Proof: Under Section 35 of the Sales Tax Act, 1990, the burden of proving that sales tax has been lawfully collected, charged, deposited, refunded, or exempted rests entirely, exclusively, and unassignably on the taxpayer (Licensee). No system feature, automated calculation, calculation suggestion, or software configuration shall ever shift, dilute, or transfer this statutory burden to Licensor. 4.2 Software Conduit Only — No Professional Advice: Licensor is an enterprise software engineering corporation, not a chartered accountancy firm, certified tax consultancy, legal practice, or licensed fiscal audit agency. The software's calculation algorithms, statutory rate libraries, SRO schedule tables, HS-code selectors, and compliance alerts are delivered strictly as automated operational aids and DO NOT constitute professional tax, accounting, audit, or legal advice. 4.3 Independent Professional Verification: Licensee is strictly obligated to engage its own qualified tax consultants, cost accountants, or legal attorneys to inspect, verify, and audit all transaction types, tax rates, withholding classifications, retail prices, and customer profiles prior to submitting production invoices to fiscal authorities.

TRANSACTIONAL DATA ACCURACY, BUYER PROFILING & COMMERCIAL PRICING INVARIANTS

5.1 Buyer Profile & ATL Verification: Prior to issuing any B2B tax invoice, Licensee is strictly required to verify the buyer's National Tax Number (NTN), Sales Tax Registration Number (STRN), or CNIC against the live FBR Active Taxpayer List (ATL). Licensee assumes full liability for issuing tax documents to suspended, blacklisted, or non-operative businesses. 5.2 Trade Categorization & Statutory Rates: Licensee must accurately categorize transactions across applicable trade statuses: (a) Standard Registered Buyers: Application of standard statutory sales tax rates (e.g. 18%); (b) Unregistered Persons / End Consumers: Mandatory application and collection of Further Tax (4%) under Section 3(1A) of the Sales Tax Act, 1990; (c) Extra Tax Categories: Application of Extra Tax under Section 3(5) where mandated by official SRO schedules; (d) Advance Withholding Tax: Accurate deduction and reporting of advance tax under Sections 236G and 236H of the Income Tax Ordinance, 2001; and (e) Sales Tax Withholding: Deduction of sales tax withheld at source under the Sales Tax Special Procedure (Withholding) Rules, 2007. 5.3 Mandatory Pricing Invariant: Retail Val Greater Than or Equal to Val Ex (RetailVal >= ValEx): In accordance with the Sales Tax Act, 1990 and commercial valuation rules, consumer retail value (MRP / Notified Retail Price) must strictly be greater than or equal to the wholesale value exclusive of sales tax (Val Ex). Under no circumstance shall Retail Val be less than Val Ex: Retail Val >= Val Ex Any attempt to bypass UI safeguards, clamp routines, or database constraints asserting this invariant is strictly prohibited. 5.4 Third Schedule Goods Tax Base: For all goods specified in the Third Schedule of the Sales Tax Act, 1990, sales tax must strictly and lawfully be calculated on the notified Retail Price (Retail Val * Quantity) regardless of wholesale discounts or discounted supply values. For all standard goods and services, tax is calculated on the value exclusive of tax after trade discounts. 5.5 Harmonized System (HS) Codes & UOM Matching: Licensee is solely responsible for ensuring that every product line carries the authentic, official 8-digit or 4-digit HS Code and canonical statutory Unit of Measure (UOM) matching FBR Annexure-C requirements. 5.6 Banking Channel Compliance: Licensee warrants that all commercial transactions exceeding the threshold codified in Section 73 of the Sales Tax Act, 1990 are settled through formal business bank accounts as required by law.

REAL-TIME SUBMISSION, IMMUTABLE NON-DELETION & STATUTORY CORRECTION WINDOWS

6.1 Real-Time Transmission Requirement: Under Chapter XIV-AA of the Sales Tax Rules, 2006, all digital invoices must be submitted in real time at the point of sale. Licensee must maintain reliable local network infrastructure to facilitate instantaneous transmission. 6.2 Permanent Statutory Non-Deletion Invariant: In compliance with statutory audit regulations, once a digital invoice has been transmitted to official revenue servers and assigned an authentic Fiscal Invoice Number and QR code, that invoice becomes an immutable statutory record. IT CANNOT BE DELETED, REMOVED, OVERWRITTEN, OR CLEARED from the platform or local databases under any circumstances. 6.3 Strict 72-Hour System Edit Window: The platform provides a maximum operational window of seventy-two (72) hours from creation to request technical corrections or dispute handling. Any request for adjustment within this window must be formally submitted via an official support ticket opened at least twenty-four (24) hours prior to the expiration of the 72-hour period (providing an essential 24-hour verification buffer). Following the expiration of 72 hours, transactions are irreversibly locked on the platform. 6.4 Statutory Credit & Debit Notes (180-Day Limitation Window): All post-issuance adjustments, sales returns, price revisions, or transaction corrections must strictly be executed through statutory Credit Notes (for price reductions, damaged goods, or sales returns) or Debit Notes (for price increases) in accordance with Section 9 of the Sales Tax Act, 1990 and Rules 19 through 22 of the Sales Tax Rules, 2006. All credit and debit notes must be issued within the maximum statutory limitation window of one hundred and eighty (180) days from the original invoice date. 6.5 Mandatory Seven (7) Year Audit Record Retention: Under Section 22 of the Sales Tax Act, 1990, Licensee is mandated to preserve complete books of accounts, transaction logs, digital invoices, credit/debit notes, and receipts for a mandatory period of seven (7) years. Because Licensor securely stores, hosts, and archives this compliance telemetry, Licensee remains legally and financially obligated to maintain paid compliance archiving service coverage for this entire seven-year period, even if the primary business subscription is cancelled, suspended, or inactive.

CRYPTOGRAPHIC NON-REPUDIATION, DIGITAL SIGNATURES & FISCAL QR CODE RENDERING

7.1 Cryptographic Non-Repudiation: Every transaction transmitted to fiscal authorities using Licensee's account credentials, POS IDs, API keys, client secrets, or digital certificates is deemed legally signed, verified, and non-repudiable by Licensee. Licensee cannot disclaim ownership or authorization of any invoice submitted under its registered credentials. 7.2 Mandatory Fiscal QR Code Printing: In compliance with FBR and provincial digital invoicing specifications, every customer invoice—whether printed on 80mm/58mm ESC/POS thermal paper, A4 desktop laser paper, or rendered in PDF/electronic format—must visibly, legibly, and prominently display: (a) The official FBR / Provincial Fiscal Invoice Number; (b) The scannable 2D QR code encoding statutory verification URLs; (c) The registered Business Name, STRN, NTN, and POS ID; and (d) Itemized breakdown of Val Ex, GST, Further Tax, Withholding Tax, and Total Amount Payable. Any intentional suppression, masking, or alteration of the QR code or fiscal numbers on customer receipts is illegal and strictly prohibited.

OFFLINE POINT-OF-SALE VAULTS & MANDATORY DAILY END-OF-SHIFT RECONCILIATION

8.1 Offline Storage Vaults: DI-FBR incorporates local encrypted storage vaults (SQLite / Hive) to maintain uninterrupted retail checkout operations during internet outages or government API downtime. Offline transactions are assigned unique cryptographic tracking nonces and offline UUIDs. 8.2 Mandatory End-of-Shift Reconciliation: Licensee is strictly obligated to restore network connectivity and perform end-of-shift synchronization audits daily. Licensee must ensure that every locally cached offline transaction is successfully uploaded, processed, and assigned an official fiscal invoice code. 8.3 Prohibition of Vault Tampering: Any attempt to clear, purge, alter, or manipulate local offline database files, or to selectively suppress offline transactions from upload, is a severe violation of tax laws and this Agreement, resulting in immediate termination and reporting to tax authorities.

TENANT ISOLATION, CYBERSECURITY & PECA 2016 ANTI-TAMPERING ENFORCEMENT

9.1 Credential Protection & Access Controls: Licensee is solely responsible for safeguarding all administrative credentials, API keys, and POS passwords. Licensee must enforce strict role-based access controls (RBAC) to ensure that cashiers cannot access administrative tax parameters, and must enforce Multi-Factor Authentication (MFA) across all administrative profiles. 9.2 Cybercrime Prohibitions & Anti-Tampering: Any attempt to: (a) Decompile, disassemble, reverse engineer, or decrypt application binaries, dynamic link libraries (DLLs), or compiled mobile APKs/IPAs; (b) Intercept, sniff, inject, or tamper with API network transmission payloads or SSL certificates; (c) Spoof, manipulate, or bypass tenant isolation filters, database queries, or subscription parameters; or (d) Inject unauthorized external DLLs, memory patches, or automated bot scripts into the software; is strictly prohibited. 9.3 PECA 2016 Enforcement: Any unauthorized system intrusion, tampering, or reverse engineering constitutes a cognizable criminal offense under the Prevention of Electronic Crimes Act, 2016 (PECA). Licensor will instantly terminate all services, forfeit all subscription fees, and deliver access telemetry and IP logs to the Federal Investigation Agency (FIA) Cybercrime Wing for criminal prosecution.

HARDWARE, PERIPHERALS & LOCAL TERMINAL ENVIRONMENT

10.1 Driver & Hardware Abstraction: The software provides native driver abstraction for thermal ESC/POS receipt printers (USB, COM serial ports, Network LAN/WLAN), barcode scanners, and cash drawers. 10.2 Hardware Environment Disclaimers: Licensee is solely responsible for verifying hardware compatibility, maintaining physical terminal stability, ensuring uninterruptible power supply (UPS) backups, and managing local Windows/Android/iOS operating system security and updates. Licensor bears zero responsibility for unprinted receipts, garbled characters, or transaction disruptions resulting from damaged thermal printer mechanisms, corrupted third-party driver installations, loose cables, or operating system crashes.

GOVERNMENT GATEWAY AVAILABILITY & FORCE MAJEURE

11.1 Government Server Dependencies: Licensee expressly recognizes that digital invoice submission relies entirely on the availability, responsiveness, and uptime of third-party servers operated by PRAL, the FBR, and provincial revenue authorities. 11.2 Gateway Outage Disclaimers: Licensor does not warrant, represent, or guarantee continuous, uninterrupted uptime of government gateways or public telecommunications networks. Licensor shall not be held liable for delayed submissions, gateway timeout rejections, connection drops, or statutory late-filing notices caused by government server outages, API version migrations, or ISP routing failures.

DISCLAIMER OF WARRANTIES & ABSOLUTE LIMITATION OF LIABILITY

12.1 "AS IS" and "WITH ALL FAULTS" Basis: THE SOFTWARE, CLOUD BACKEND, INTEGRATION APIS, AND DOCUMENTATION ARE PROVIDED STRICTLY ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 12.2 Exclusion of Consequential Damages: IN NO EVENT SHALL CLOUD ERP 360 (PRIVATE) LIMITED, ITS PARENT COMPANY, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF COMMERCIAL PROFITS, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS REPUTATION, TAX ASSESSMENTS, DEFAULT SURCHARGES, RECOVERY DEMANDS, AUDIT LIABILITIES, STATUTORY FINES, OR LOSS OF BUSINESS DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12.3 Absolute Aggregate Liability Cap: THE TOTAL, MAXIMUM, AGGREGATE LIABILITY OF LICENSOR UNDER ANY AND ALL LEGAL THEORIES (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STATUTE, INDEMNITY, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OF DI-FBR, OR THE TRANSMISSION OF FISCAL DATA SHALL BE STRICTLY AND ABSOLUTELY CAPPED AT AND CANNOT EXCEED THE ACTUAL SAAS SUBSCRIPTION FEES PAID BY LICENSEE TO LICENSOR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO LIABILITY.

COMPREHENSIVE LEGAL INDEMNIFICATION

Licensee agrees to unconditionally defend, indemnify, and hold harmless CLOUD ERP 360 (PRIVATE) LIMITED, its parent corporation, affiliates, directors, officers, software engineers, employees, and authorized agents from and against any and all claims, liabilities, lawsuits, losses, statutory penalties, tax assessments, default surcharges, legal damages, and costs (including reasonable legal counsel fees and litigation expenses) arising out of or related to: (a) Licensee's operation, deployment, or misuse of the software; (b) Any incorrect, inaccurate, fraudulent, delayed, or non-compliant transaction data submitted to the FBR, PRA, SRB, KPRA, BRA, or any regulatory authority; (c) Any flying invoices, bogus tax credits, or simulated transactions originated under Licensee's credentials; (d) Tax audits, assessments, recovery notices, or penalty orders issued against Licensee by any revenue authority; or (e) Any breach by Licensee or its operators of any provision, statutory warranty, or condition of this Agreement.

GOVERNING LAW, DISPUTE RESOLUTION & EXCLUSIVE JURISDICTION

14.1 Substantive Law: This Agreement, and all matters arising out of or relating to its execution, performance, or breach, shall be governed by, interpreted, and construed exclusively in accordance with the substantive laws of the Islamic Republic of Pakistan, without regard to conflict of law principles. 14.2 Amicable Negotiation: In the event of any dispute, claim, or difference between the parties, the parties shall first attempt to resolve the matter in good faith through executive commercial discussions within thirty (30) days. 14.3 Exclusive Jurisdiction: If the dispute is not resolved amicably, the parties irrevocably and unconditionally agree that any legal suit, action, arbitration, or proceeding arising out of or relating to this Agreement or the software shall be submitted to the exclusive jurisdiction of the competent courts of Lahore, Pakistan.

STATUTORY ACKNOWLEDGMENT & MANDATORY ASSENT

By selecting "I accept the agreement", downloading, installing, configuring, or continuing to operate the DI-FBR software, you acknowledge that you have read, fully understood, and unconditionally accepted every term, statutory condition, tax liability, non-deletion invariant, and limitation of liability codified in this Agreement on behalf of the registered business entity.

Corporate & Statutory Legal Department

For legal notices, compliance audits, or data verification requests regarding this Agreement, please contact our legal department.

Contact Legal Team (legal@difbr.pk) Raw LICENSE-SAAS.txt

Terms & Conditions & Statutory SaaS License