Terms of Service

Last updated: [[TODO: date the legal texts were last updated (YYYY-MM-DD)]]

1. The service and what it covers

Sanadat is a cloud service that lets a business sign up on the web, enter its VAT number, connect itself to the Fatoora platform of the Zakat, Tax and Customs Authority ("ZATCA") under its Phase 2 integration programme, and then issue tax invoices (standard B2B invoices that ZATCA clears, and simplified B2C invoices that are reported to it) plus credit and debit notes. We sign these documents and submit them to ZATCA on the customer's behalf, and we provide a PDF and an XML file for each invoice, a list of invoice statuses, automatic retry when ZATCA cannot be reached, and management of customers and products.

These terms are between you (the "Customer") and [[TODO: legal entity name in English]] ("Sanadat", "we" or "us"). By using the service or creating an account you confirm that you have read and accepted these terms, and that you are authorised to act for the company you register.

The service is for businesses that have a VAT number. It is not tax, legal or accounting advice. Sanadat is an independent service and is not affiliated with ZATCA.

2. The account and the owner's responsibilities

• You are responsible for the accuracy of your company's details and for the correctness of every invoice you issue, including prices, quantities, VAT and buyer details. We sign and submit what you issue, and we do not review its content.
• You are responsible for keeping your password confidential and for all activity through your account, and you must tell us immediately if you suspect unauthorised use.
• You are responsible for complying with the e-invoicing and tax rules, including the deadlines for issuing and reporting invoices, and for giving us correct information while connecting to ZATCA, including the one-time code (OTP).
• A company account has a single owner, and each account is for one company.

3. Dependence on ZATCA's platform

• Whether an invoice is accepted or rejected is ZATCA's decision alone, and we do not guarantee that any invoice will be accepted.
• We do not guarantee ZATCA's platform will be available or how it will perform. If it cannot be reached, the invoice stays pending and we retry submitting it automatically, but meeting the legal deadlines remains your responsibility.
• ZATCA may change its specifications or requirements. We aim to keep up, and we do not guarantee a specific date.
• We build the service to ZATCA's published specifications and test it against its official sandbox, and nothing in that implies approval or endorsement by ZATCA.
• You authorise us to sign your invoices with your company's key and submit them to ZATCA on your behalf. We keep the signing key and the connection credentials encrypted for that purpose only, and they are not available for download.

4. Free trial, subscription and payment

• Free trial: the first 50 invoices you issue are free, and we do not ask for a card.
• Price: 49 SAR per month per company, for one invoicing device. Prices in SAR. No VAT is currently charged. [[TODO: counsel and accountant to confirm the VAT treatment and what to state if and when we register for VAT]]
• Payment: manual, by bank transfer arranged with us. We record it in your account, and each payment extends the subscription by the period it covers. We do not charge your account or card automatically, and the subscription does not renew automatically. An invoice for each payment is available on the billing page in the app.
• Grace period and lapse: after the paid period ends you get a 2-day grace period, and then the issuing of new invoices pauses. You can still view and export your data, and pending invoices keep being retried. Issuing resumes when a new payment is recorded.
• Cancellation: you can cancel your subscription at any time. [[TODO: how to cancel and whether notice is required]]
• Refunds: [[TODO: refund policy to be set by the operator and confirmed by counsel]]
• Price changes: we may change prices with advance notice, and a change does not apply to a period you have already paid for. [[TODO: operator and counsel to confirm the price-change notice period]]

5. Acceptable use

You agree not to use the service for any of the following:

• Issuing fake or misleading invoices, or invoices that do not reflect a real transaction, or any use that breaks the law.
• Trying to access other people's accounts or data without permission, testing the service for vulnerabilities without written permission, or disrupting it.
• Exceeding rate limits or using automated means in a way that harms the service or other users.
• Reselling the service or providing it to other businesses through your account.

6. Data ownership and export

• Your data and invoices are yours. You give us a limited licence to process them only as far as needed to provide the service.
• You can export your invoices (XML in a zip file) and CSV files at any time, even after your subscription has lapsed.
• The signing key is not available for download. If you move to another solution, that solution registers a new device with ZATCA.
• Processing of personal data is governed by the Privacy Policy and the Data Processing Agreement.

7. Intellectual property

The service, its software, marks and design are ours or licensed to us. We give you a limited, non-exclusive, non-transferable right to use it for as long as you are subscribed, and you may not copy or decompile it, or try to extract its source code, except as the law permits.

8. Suspension and termination

• We may suspend or restrict your account if you breach these terms or abuse the service, for security reasons, or under a legal order, and we will tell you where we can.
• Issuing of invoices stops when the subscription and grace period end, as set out in section 4, and that is not a penalty suspension.
• You can close your account at any time. When you do, we keep a view-only export available to you for [[TODO: length of the read-only export period after closure]], and then delete what the law does not require us to keep, as set out in the Privacy Policy.

9. Disclaimer and limits of liability

• The service is provided "as is" and "as available". We do not warrant that it is free of faults or uninterrupted, and we do not currently commit to a service level or a specific uptime.
• We are not liable for ZATCA rejecting an invoice, for delays in or unavailability of ZATCA's platform, or for fines or penalties arising from the content of your invoices or from late issuing or reporting.
• We are not liable for indirect or consequential losses or lost profits.
• Our total liability to you is limited to the extent the law allows. [[TODO: counsel to confirm the liability cap (for example the amounts paid in a preceding period) and its enforceability under Saudi law]]
• Nothing here excludes what the law does not allow to be excluded. [[TODO: counsel to confirm which liabilities cannot be limited or excluded under Saudi law]]

10. Governing law, jurisdiction and language

• These terms are governed by and interpreted under the laws of the Kingdom of Saudi Arabia.
• We try first to resolve any dispute amicably. If that fails, jurisdiction lies with [[TODO: counsel to confirm the competent court or dispute-resolution forum]].
• The Arabic text of these terms prevails if it differs from its translation. [[TODO: drafting choice for counsel: confirm that the Arabic text prevails over the English translation]]

11. Changes to these terms

We may change these terms from time to time. We notify you of material changes in the app or by email before they take effect, at least [[TODO: notice period for material changes]] ahead. If you keep using the service after a change takes effect, that counts as accepting it, and if you do not accept it you can close your account.

12. Contact

[[TODO: legal entity name in English]], [[TODO: registered address in English]], freelance certificate [[TODO: freelance certificate number]]. Email email, WhatsApp [[TODO: support WhatsApp number with country code]].