Terms of Service

1 Introduction

These Terms of Service ("Terms") govern access to and use of the Tadeed eInvoicing website, applications, application programming interfaces, support services, and related features (collectively, the "Service").

The Service is provided by Tadeed Strategic Services Company, Commercial Registration No. 7051732423, VAT Registration No. 314244812800003, with its registered address at 7447 9th Street, Al Amamrah District, Dammam 32415, Eastern Province, Kingdom of Saudi Arabia ("Tadeed", "we", "us", or "our").

By creating an account, purchasing a subscription, accepting an order form, or using the Service, the customer agrees to these Terms. If an individual accepts these Terms for a company or another legal entity, that individual confirms that they have authority to bind that entity. In that case, "Customer", "you", and "your" refer to that entity.

If you do not agree to these Terms, you must not access or use the Service.

2 About the Service

Tadeed eInvoicing is a cloud-based business and electronic invoicing platform designed for organisations operating in the Kingdom of Saudi Arabia. Depending on the selected plan and enabled modules, the Service may include:

• quotations, tax invoices, simplified tax invoices, credit notes, and debit notes;
• customer, supplier, product, purchase, inventory, expense, payment, and report management;
• electronic invoice generation and related ZATCA integration features;
• multiple organisations, branches, users, roles, and permissions;
• subscription, notification, audit-log, and API capabilities; and
• additional modules, integrations, and services introduced by Tadeed.

The exact features, usage limits, implementation services, support level, fees, and subscription period applicable to a Customer may be stated in the selected plan, quotation, order form, statement of work, or another written agreement.

3 Eligibility and Business Use

The Service is intended primarily for lawful business and professional use. You confirm that:

• you have the legal capacity and authority to enter into these Terms;
• all registration and billing information you provide is accurate and complete;
• your use of the Service complies with applicable laws and regulatory requirements; and
• you will obtain all permissions and authorisations required for your users and for the information entered into the Service.

You may not use the Service if your access has previously been suspended or terminated for a material breach, unless Tadeed has authorised renewed access in writing.

4 Accounts and Authorised Users

The Customer is responsible for:

• designating its account owner and administrators;
• ensuring that each user has an individual account;
• assigning appropriate roles and permissions;
• maintaining accurate account and contact information;
• keeping passwords, authentication codes, certificates, API keys, and other credentials confidential;
• promptly disabling accounts belonging to former or unauthorised users; and
• all activities performed through its accounts, except to the extent caused by Tadeed's proven breach of its security obligations.

Accounts and credentials must not be shared between individuals. You must notify Tadeed promptly at info@tadeed.com if you suspect unauthorised access, compromised credentials, or misuse of the Service.

Tadeed may require identity, business, tax, or authority verification before activating certain functions or accepting account-level instructions.

5 Subscriptions, Fees, and Taxes

5.1 Subscription plans

Access may be provided under a free trial, monthly plan, annual plan, customised subscription, or separately agreed commercial arrangement. Features and limits vary by plan and may include limits relating to users, branches, organisations, invoices, storage, API usage, integrations, or support.

5.2 Fees and invoicing

The Customer must pay all applicable fees in accordance with the selected plan, quotation, order form, or invoice. Unless stated otherwise:

• fees are charged in Saudi Riyals;
• fees are exclusive of VAT and other applicable taxes;
• invoices are payable by the stated due date;
• subscriptions renew for the same period unless cancelled in accordance with the applicable commercial terms; and
• Tadeed may suspend paid features where an undisputed amount remains overdue after reasonable notice.

5.3 Price changes

Tadeed may change subscription fees for a future renewal period by providing reasonable advance notice. A price change will not normally alter fees already paid for the current committed subscription period.

5.4 Refunds

Fees are non-refundable except where a refund is required by applicable law or expressly stated in the relevant quotation, order form, service-level agreement, or refund policy.

5.5 Third-party charges

The Customer is responsible for charges imposed by banks, payment providers, telecommunications providers, government platforms, certificate providers, or third-party integrations unless the applicable order expressly includes those charges.

6 Trials, Demonstrations, and Beta Features

Trial, demonstration, preview, early-access, and beta features may be subject to additional limits and may be modified or withdrawn at any time. Unless Tadeed expressly agrees otherwise, these features:

• are provided for evaluation;
• may not be suitable for production or regulatory use;
• may contain errors or incomplete functionality; and
• are provided without a service-level commitment.

Data entered into a demonstration environment may be deleted. Customers must not enter real confidential, personal, financial, or production data into a demo environment unless Tadeed confirms that the environment is approved for that purpose.

7 Customer Data

"Customer Data" means information, records, files, invoice data, personal data, business data, content, and materials submitted to or generated through the Service on the Customer's behalf.

As between the parties, the Customer retains its rights in Customer Data. The Customer grants Tadeed and its authorised service providers a limited right to host, copy, process, transmit, back up, and otherwise use Customer Data only as reasonably required to:

• provide, secure, maintain, support, and improve the Service;
• perform Customer instructions;
• prevent fraud, abuse, and security incidents;
• comply with law and binding government requests; and
• enforce these Terms.

The Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data and for maintaining any independent records required by law or its internal policies.

8 Personal Data and Data Processing

Each party must comply with applicable personal data protection laws, including the Saudi Personal Data Protection Law and its Implementing Regulations, where applicable.

For account administration, billing, website operation, security, and direct dealings with users, Tadeed may act as a controller of personal data. When Tadeed processes personal data contained in Customer Data solely to provide the Service under the Customer's instructions, the Customer will generally act as controller and Tadeed as processor, subject to applicable law and any agreed data processing addendum.

The Customer confirms that it has an appropriate legal basis and has provided all required notices for the collection, disclosure, and processing of personal data through the Service. The Customer must not instruct Tadeed to process personal data unlawfully.

Further details are set out in the Privacy Policy. A separate Data Processing Addendum may apply to enterprise subscriptions or where required by law.

9 ZATCA and Tax Compliance

The Service is designed to assist Customers with electronic invoicing and related compliance processes in Saudi Arabia. Depending on configuration and eligibility, functions may support invoice data, XML generation, QR codes, UUIDs, invoice hashes, cryptographic elements, reporting, clearance, or other integration processes.

However:

• the Customer remains solely responsible for its tax registrations, tax treatment, invoice content, accounting entries, records, certificates, device configuration, taxpayer information, and legal compliance;
• the Customer must correctly configure its organisation, branch, VAT, tax, product, customer, invoice, and integration settings;
• Tadeed does not provide legal, tax, accounting, or audit advice;
• use of the Service does not guarantee that an invoice, transaction, system, or Customer will be accepted or approved by ZATCA or another authority;
• the availability and behaviour of government platforms and third-party systems are outside Tadeed's control; and
• the Customer must review generated documents and reports before relying on, issuing, submitting, or recording them.

The Customer must promptly install, accept, or cooperate with updates reasonably required to maintain regulatory compatibility or platform security.

10 Acceptable Use

You must not, and must not permit another person to:

• use the Service for unlawful, fraudulent, deceptive, or abusive activity;
• create false invoices, conceal transactions, evade tax, falsify records, or misrepresent a business relationship;
• upload malicious code or interfere with the security, availability, or performance of the Service;
• gain or attempt to gain unauthorised access to accounts, data, systems, or networks;
• bypass usage limits, access controls, subscription controls, or security measures;
• probe, scan, or test vulnerabilities without Tadeed's prior written approval;
• copy, modify, translate, reverse engineer, decompile, or attempt to derive the source code of the Service except to the extent such restriction is prohibited by law;
• resell, sublicense, lease, or provide the Service to third parties except under an authorised partner or reseller agreement;
• use automated means that place an unreasonable load on the Service;
• infringe intellectual property, privacy, confidentiality, or other rights; or
• submit content that is unlawful, harmful, defamatory, discriminatory, or otherwise prohibited.

Tadeed may investigate suspected misuse and suspend affected access where reasonably necessary to protect the Service, Customers, third parties, or the public.

11 Integrations and Third-Party Services

The Service may connect with ZATCA systems, payment providers, messaging services, storage providers, identity services, accounting systems, banks, enterprise software, or other third-party services.

Third-party services are governed by their own terms, privacy notices, availability, fees, and technical requirements. The Customer authorises Tadeed to exchange the information necessary to enable integrations selected or configured by the Customer.

Tadeed is not responsible for third-party services, changes to their APIs, their acts or omissions, or loss resulting from a third-party outage, restriction, rejection, or termination, except to the extent directly caused by Tadeed's breach of these Terms.

12 Intellectual Property

Tadeed and its licensors retain all rights in the Service, including its software, interfaces, workflows, documentation, templates, designs, databases, trademarks, and related technology.

Except for the limited right to use the Service during an active subscription, no rights are transferred to the Customer.

If the Customer provides suggestions, feedback, or improvement ideas, Tadeed may use them without restriction or payment, provided that Tadeed does not publicly identify the Customer as the source without permission.

The Customer may not use Tadeed's name, logo, or trademarks without prior written approval. Tadeed will not use the Customer's name or logo in public marketing without permission, except where already made public by the Customer or required for an agreed directory or partner listing.

13 Confidentiality

Each party may receive non-public business, technical, commercial, security, or financial information from the other party ("Confidential Information").

The receiving party must:

• use Confidential Information only for the purpose of providing or receiving the Service;
• protect it using reasonable care and no less than the care used for its own similar information; and
• disclose it only to personnel, professional advisers, and service providers who need access and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach.

Disclosure may be made where required by law or a binding authority request. Where legally permitted, the receiving party will provide reasonable advance notice.

14 Security

Tadeed will maintain reasonable technical and organisational measures designed to protect the confidentiality, integrity, and availability of the Service and Customer Data. Measures may include access controls, encryption where appropriate, logging, backups, secure development practices, monitoring, vulnerability management, and incident response.

No internet-based system can be guaranteed to be completely secure or continuously available. The Customer must use the available security features, apply least-privilege access, protect endpoints and credentials, and maintain appropriate internal controls.

If Tadeed becomes aware of a personal data breach affecting Customer Data, Tadeed will notify the Customer in accordance with applicable law and provide reasonably available information to support the Customer's compliance obligations.

15 Availability, Maintenance, and Support

Tadeed aims to provide a reliable Service but does not guarantee uninterrupted or error-free availability unless a separate service-level agreement applies.

Tadeed may perform scheduled or emergency maintenance, deploy security updates, change technical components, or temporarily restrict access where reasonably necessary. Where practical, advance notice of planned material downtime will be provided.

Support channels, response targets, service hours, and included assistance depend on the Customer's plan or agreed support terms. Professional services, data migration, custom integrations, onsite support, or regulatory onboarding may require a separate agreement and fee.

16 Changes to the Service

Tadeed may update the Service to improve functionality, security, usability, performance, or legal compliance. Tadeed will not intentionally remove material paid functionality during a committed subscription period without providing a reasonable alternative, notice, credit, or termination option where appropriate, unless the change is required by law, security needs, or a third-party dependency.

17 Suspension

Tadeed may suspend all or part of the Service where:

• fees are overdue;
• the Customer breaches these Terms;
• use creates a security, legal, regulatory, or operational risk;
• suspension is required by law or a competent authority;
• a third-party dependency required for the Service is suspended; or
• immediate action is reasonably necessary to prevent harm.

Where circumstances permit, Tadeed will provide notice and a reasonable opportunity to remedy the issue. Tadeed will limit the scope and duration of suspension where reasonably practical.

18 Term and Termination

These Terms begin when the Customer first accepts them or uses the Service and continue until all subscriptions and authorised use have ended.

The Customer may cancel or elect not to renew in accordance with the applicable plan or order form. Cancellation normally takes effect at the end of the paid subscription period.

Either party may terminate an applicable order or subscription for a material breach that remains uncured for 30 days after written notice. A party may terminate immediately where the other party becomes insolvent, ceases business, uses the Service unlawfully, or commits a breach that cannot reasonably be cured.

On termination:

• the Customer's right to use the Service ends;
• unpaid fees become due;
• the Customer should export required data before access ends; and
• Tadeed may retain or delete Customer Data in accordance with the Privacy Policy, applicable law, backup cycles, and agreed retention terms.

Provisions concerning payment, intellectual property, confidentiality, liability, dispute resolution, and other terms that by their nature should survive will remain effective.

19 Data Export and Deletion

During an active subscription, the Customer may export data using available Service functions. Additional extraction, migration, restoration, or conversion work may be chargeable.

Following termination, Tadeed may provide a limited retrieval period if stated in the applicable plan or order. After the applicable period, Customer Data may be deleted or anonymised unless retention is required by law, necessary to establish or defend legal claims, or maintained temporarily in secure backups according to normal backup cycles.

The Customer is responsible for exporting and preserving statutory accounting and tax records. Termination of the Service does not remove the Customer's legal retention obligations.

20 Warranties and Disclaimers

Each party warrants that it has authority to enter into these Terms.

Tadeed warrants that it will provide the Service with reasonable skill and care. If Tadeed materially breaches this warranty, the Customer's primary remedy is for Tadeed to reperform or correct the affected Service. If correction is not reasonably possible, the Customer may terminate the affected subscription and receive a prorated refund of prepaid fees for the unused terminated period.

To the maximum extent permitted by law, the Service is otherwise provided "as available". Tadeed does not warrant that:

• the Service will be uninterrupted, error-free, or compatible with every system;
• all Customer configurations or data will be accurate;
• third-party or government systems will remain available or unchanged; or
• use of the Service alone will satisfy every legal, tax, accounting, audit, or regulatory obligation.

Nothing in these Terms excludes rights or warranties that cannot lawfully be excluded.

21 Limitation of Liability

To the maximum extent permitted by applicable law:

• neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, opportunity, goodwill, or anticipated savings; and
• each party's total aggregate liability arising from the Service and the applicable subscription will not exceed the fees paid or payable by the Customer for the affected Service during the 12 months immediately preceding the event giving rise to the claim.

The above limitations do not apply to liability that cannot legally be limited or excluded, or to fraud, wilful misconduct, infringement of the other party's intellectual property rights, breach of confidentiality, or the Customer's payment obligations.

22 Indemnity

The Customer will indemnify Tadeed against third-party claims, penalties, damages, and reasonable costs arising from:

• unlawful or infringing Customer Data;
• the Customer's fraudulent or unlawful use of the Service;
• tax or invoice information entered, configured, approved, or issued by the Customer; or
• the Customer's breach of applicable law or third-party rights.

Tadeed will promptly notify the Customer of an indemnified claim and provide reasonable cooperation. The Customer may control the defence, but may not settle a claim in a manner that admits fault by or imposes an obligation on Tadeed without Tadeed's written consent.

23 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, labour disruption, widespread internet or cloud failure, government action, changes or outages in government platforms, cyberattacks despite reasonable safeguards, or utility failure.

The affected party must take reasonable steps to reduce the impact and resume performance.

24 Notices

Tadeed may send operational or legal notices through the Service, to the Customer's registered email address, or by other agreed electronic means.

Notices to Tadeed should be sent to:

Tadeed Strategic Services Company
7447 9th Street, Al Amamrah District
Dammam 32415, Eastern Province
Kingdom of Saudi Arabia
Email: info@tadeed.com

The Customer is responsible for keeping its notice and administrator contact information current.

25 Changes to These Terms

Tadeed may update these Terms to reflect legal, regulatory, security, operational, or Service changes. The updated version will state its effective date. Material changes will be notified through reasonable means before taking effect, except where immediate changes are required by law or to address an urgent security risk.

Continued use after the effective date constitutes acceptance of the updated Terms. If the Customer objects to a material change, it may stop using the Service and exercise any termination right available under its subscription terms.

26 Governing Law and Disputes

These Terms are governed by the laws and regulations of the Kingdom of Saudi Arabia.

The parties will first attempt in good faith to resolve a dispute through authorised representatives. If a dispute is not resolved amicably, it will be submitted to the competent courts of the Kingdom of Saudi Arabia, subject to any mandatory jurisdiction requirements.

27 General Provisions

• Entire agreement: These Terms, the Privacy Policy, the applicable order form, and any expressly incorporated documents form the agreement concerning the Service.
• Order of precedence: If documents conflict, a signed order form or written enterprise agreement prevails over these Terms for the specific conflict, followed by these Terms and then referenced policies, unless stated otherwise.
• Assignment: The Customer may not assign the agreement without Tadeed's prior written consent. Tadeed may assign it as part of a merger, restructuring, sale of business, or transfer to an affiliate, subject to applicable law.
• Subcontracting: Tadeed may use qualified affiliates and subcontractors while remaining responsible for its contractual obligations.
• No waiver: A delay in enforcing a right is not a waiver.
• Severability: If a provision is held unenforceable, it will be modified to the minimum extent required and the remaining provisions will continue.
• Language: An Arabic version may be issued. If Arabic is legally required or the Arabic and English versions conflict, the Arabic version will prevail to the extent required under Saudi law.
• Electronic acceptance: Electronic acceptance, account registration, and electronic records may evidence the agreement to the extent permitted by law.