Subscription & Use Agreement
Please read this document carefully before creating your workspace.
Agreement
This Agreement governs the Customer’s use of and subscription to the PrimeFlow cloud-based business management platform, provided by TECHNOLOGY OF MIDDLEEAST DWC-LLC.
By subscribing, registering, paying, accessing, or using PrimeFlow, the Customer agrees to be bound by this Agreement, the Privacy Policy, the Acceptable Use Policy, and any applicable quotation, invoice, subscription order, plan terms, or checkout terms.
If the person accepting this Agreement acts on behalf of a company, establishment, shop, or business entity, that person confirms that they are authorized to bind that entity.
Definitions
Customer means the company, establishment, shop, business, or person subscribing to PrimeFlow.
Authorized User means any active user account with access to create, edit, process, approve, or manage data inside PrimeFlow.
Portal User means a limited-access user, such as a customer, supplier, external accountant, or other external party, who only uses limited portal functions.
Branch / Shop means any business location, branch, warehouse, point of sale, shop, outlet, or operational location configured in the system.
Database means the PrimeFlow / Odoo database allocated to the Customer.
Storage means the size of the database, files, attachments, images, documents, backups, logs, and any hosted content related to the Customer.
Plan means the subscription plan selected by the Customer, including limits for users, branches, storage, backups, support, modules, and pricing.
Add-on means any module, feature, integration, report, customization, automation, or additional service.
Service Model
PrimeFlow is provided as a hosted SaaS service.
The Provider may host the Customer on a shared server, separate database, separate instance, separate server, or any other technical architecture selected by the Provider.
The Customer acknowledges that the subscription, payment, and account management portal may be separate from the Customer’s operational database.
The Provider may change infrastructure, hosting providers, servers, locations, domains, backup mechanisms, security architecture, or operations whenever reasonably necessary for security, stability, performance, cost control, compliance, or service continuity.
License and Access
During an active subscription, the Provider grants the Customer a limited, revocable, non-exclusive, non-transferable right to use PrimeFlow for the Customer’s internal business purposes only.
The Customer may not:
Upon subscription expiry, non-payment, breach, suspension, or cancellation, the Provider may suspend or terminate access to PrimeFlow.
Plans and Limits
PrimeFlow plans may be based on:
If the Customer exceeds plan limits, the Provider may:
The Customer acknowledges that plan limits are an essential part of pricing, and that exceeding such limits may result in additional charges, upgrade requirements, or restricted functionality until resolved.
Fees, Payment and Taxes
Fees are due according to the plan, invoice, quotation, or subscription order.
Unless otherwise stated:
If payment fails, is delayed, disputed, reversed, or not received, the Provider may suspend or restrict access after notice or immediately where required to protect the service.
The Customer may not claim any refund or reduction because it did not use all users, branches, storage, or features during the subscription term.
Subscription Term, Renewal, Upgrade and Downgrade
The subscription term is monthly, yearly, or as specified in the order.
Unless otherwise stated, the subscription renews automatically for the same billing period.
Cancellation stops future renewals but does not entitle the Customer to a refund of amounts already paid, unless required by law or agreed in writing.
The Customer may request an upgrade during the subscription term, subject to additional charges based on the plan, remaining term, and the Provider’s pricing policy.
Downgrading to a lower plan, or reducing users, branches, or storage, is not applied during a paid subscription term. Any downgrade applies only from the next subscription cycle and does not entitle the Customer to any refund of previously paid amounts.
The Customer must submit any downgrade request in writing or through the portal at least fourteen days before the end of the subscription term. If the Customer submits the downgrade request late, the Provider is not obligated to apply the downgrade for the next renewal cycle, and the subscription may renew under the current plan.
Customer Obligations
The Customer must:
The Customer is solely responsible for the accuracy, legality, and completeness of data entered into PrimeFlow.
No Professional Advice
PrimeFlow is software and a technical tool only.
PrimeFlow does not provide accounting, tax, legal, financial, audit, regulatory, medical, or professional advice.
The Customer is responsible for consulting qualified professionals regarding tax, accounting, law, payroll, licensing, and compliance.
The Provider is not responsible for filings, penalties, errors, calculations, taxes, reports, journal entries, invoices, or reliance on system outputs.
Support, Documentation and Training
Support is provided according to the Customer’s plan.
Support may include general guidance, bug review, and reasonable assistance through approved support channels.
The Provider may provide limited documentation, help articles, short training videos, or general guidance to help the Customer use PrimeFlow. The Provider is not required to provide complete documentation for every feature, use case, or Customer-specific business scenario.
The Customer may open support requests to ask how to use available system features. Responses are subject to the Customer’s support level, plan, working hours, and approved support channels.
The Customer and its users are responsible for understanding how the software works and using it correctly. The Provider is not responsible for misunderstanding, misuse, lack of internal staff training, or failure to follow available documentation or instructions.
Unless separately agreed and billed, support does not include:
The Provider reasonably decides whether a support request is included in the plan or requires additional fees.
Hosting, Availability, Maintenance and Service Speed
The Provider will use commercially reasonable efforts to maintain PrimeFlow availability.
The Customer acknowledges that service availability depends on multiple factors, including cloud hosting, internet, telecommunications, DNS, payment providers, email providers, browsers, external integrations, undersea cables, government restrictions, maintenance, and security incidents.
PrimeFlow performance depends on the Customer’s internet connection, network stability, internet service provider, device quality, browser, internal network settings, firewalls, VPN, proxy, or similar tools. The Provider is not responsible for slowness, disconnection, or poor performance caused by the Customer’s connection, devices, network, browser, or any third party outside the Provider’s control.
If slowness or performance issues appear to be related to hosting, the server, or infrastructure managed by the Provider, the Provider will use reasonable efforts to diagnose the issue and determine whether improvements can be made.
If the issue is caused by the Customer’s heavy resource usage, exceeded plan limits, large data volume, file size, number of users, branches, transactions, or reports, the Provider may require the Customer to upgrade to a higher plan, pay additional charges, or accept appropriate restrictions.
The Customer acknowledges that performance diagnosis may require time for monitoring, analysis, and implementation. Such issues may not be resolved within hours and may require several days, especially if intermittent or related to usage patterns, network conditions, data size, or server resources.
The Provider does not guarantee uninterrupted or error-free service unless a separate signed SLA exists.
Scheduled or emergency maintenance may be performed. Emergency maintenance may occur without prior notice if required for security, stability, or data protection.
Backups and Data Export
The Provider may maintain backups according to the plan and internal policies.
The Provider is not required to provide daily, weekly, monthly, or any specific backup frequency unless expressly stated in the plan or agreed in writing.
If the Customer has specific backup requirements, retention requirements, storage location requirements, or backup frequency requirements, the Customer must submit a special request through a support ticket or approved channel. Such requirements are subject to separate agreement and separate fees.
Backups are intended for service continuity and disaster recovery. They are not a substitute for the Customer’s own export, archiving, or legal recordkeeping obligations.
The Provider does not guarantee restoration of a specific record, attachment, email, or version unless a separate plan or SLA expressly states so.
The Customer may request export of its data subject to technical feasibility, full payment of all fees, security verification, and compliance with law.
When a backup is provided to the Customer, it is usually provided as an Odoo backup ZIP file or any technical format determined by the Provider. The Provider is not required to provide data as Excel sheets, separated files, or detailed reports outside the available system features.
If the Customer requests custom exports, Excel lists, data processing, conversions, reports, or formats not available within the standard system functionality, such work may be subject to additional fees, and the Customer acknowledges that it is ready to pay such fees if the Provider agrees to perform the work.
Customer Data Ownership
Customer data remains owned by the Customer or its lawful owners.
The Provider processes Customer data only to provide, secure, support, maintain, improve, bill, monitor, and administer the service, or as required by law.
The Customer grants the Provider the right to host, copy, transfer, process, index, secure, display, and technically handle Customer data to the extent necessary to provide the service.
Provider Access to Data
The Provider’s employees, contractors, and service providers may access Customer data when reasonably necessary for support, security, correction, backups, billing, system administration, legal compliance, abuse investigation, maintenance, migration, service improvement, or providing support to the Customer.
Privacy and Data Protection
Processing of personal data is governed by the PrimeFlow Privacy Policy.
The Customer is responsible for determining its legal role as controller, processor, employer, merchant, service provider, or otherwise, and for obtaining required consents, notices, and legal bases.
Email and Notifications
The Provider may operate a centralized email system to send service notifications, invoices, password resets, user invitations, and operational messages.
The Customer may not misuse email or configure outgoing mail servers unless allowed by the plan.
The Provider may impose email quotas, block messages, throttle sending, or suspend email functionality to protect reputation, security, or compliance.
Third-Party Services
PrimeFlow may depend on third-party providers, such as hosting, payment, email, SMS, analytics, security, DNS, domains, maps, and integrations.
The Provider is not responsible for failures, changes, limitations, or errors of third-party providers.
Acceptable Use
PrimeFlow may not be used for illegal activities, fraud, spam, phishing, malware, unauthorized access, abuse, rights infringement, excessive load, prohibited content, or any activity that violates law.
The Provider may suspend, restrict, remove, or report any violating use.
Suspension
The Provider may suspend access if payment is delayed, the subscription expires, the Customer exceeds limits, breaches this Agreement, creates security or operational risks, provides incorrect information, or if required by law.
Suspension does not waive due fees.
Termination
The subscription may be terminated according to plan terms.
The Provider may terminate immediately for serious breach, misuse, non-payment, security risk, or illegal use.
Upon termination, access may be disabled, due fees become payable, the Customer may request data export within the permitted retention period, and data may later be deleted, anonymized, or archived according to policy.
Confidentiality
Each party must protect the other party’s confidential information with reasonable care and may disclose it only to those who need to know or where required by law.
Intellectual Property
PrimeFlow, the software, code, modules, designs, workflows, marks, reports, settings, templates, and documentation are owned by the Provider or its licensors, except for Customer data.
The Customer receives only a limited right to use the service during an active subscription.
Publicity
Unless the Customer objects in writing, the Provider may mention the Customer’s name or logo as a customer in websites, presentations, and marketing materials.
Acceptance of Built-In Features and Disclaimer of Expectations
The Customer confirms that it has reviewed the nature and basic features of PrimeFlow and is responsible for testing the service, requesting a demo, or asking questions before subscribing or paying.
The Customer acknowledges that payment for the subscription or continued use of the service constitutes acceptance of PrimeFlow’s features and operation as they exist at the time of subscription, including but not limited to: cost calculation methods, report display formats, accounting registration logic, screen design, transaction logic, plan limits, and available module behavior.
The Customer may not claim against the Provider, request refunds, or seek compensation on the basis that a specific feature is missing, does not meet the Customer’s expectations, or that report format, calculation method, accounting logic, registration method, or display format does not match the Customer’s internal preferences, unless the Provider made a specific written commitment to provide that exact feature, format, or logic.
Any development, modification, additional feature, special report, business logic change, or customization requires a separate agreement and separate fees, and is not included in the basic subscription unless expressly stated in the plan or agreement.
Disclaimer
To the maximum extent permitted by law, PrimeFlow is provided “as is” and “as available”. The Provider gives no implied warranties of fitness for a particular purpose, accuracy, uninterrupted operation, or compatibility with all laws applicable to the Customer.
The Provider does not guarantee that PrimeFlow will satisfy all Customer expectations, internal requirements, or preferred management, accounting, reporting, or operational methods.
Limitation of Liability
To the maximum extent permitted by law, the Provider’s total liability shall not exceed the fees actually paid by the Customer for the affected service during the three months immediately preceding the event giving rise to the claim.
The Provider is not liable for indirect, special, consequential, punitive, or economic damages, including loss of profits, revenue, data, customers, reputation, opportunities, or business interruption.
Indemnity
The Customer must indemnify and protect the Provider, its owners, directors, employees, contractors, affiliates, and service providers from claims, losses, penalties, liabilities, or costs arising from Customer data, business activities, legal violations, misuse of the service, breach of this Agreement, privacy law violations, or third-party rights.
Force Majeure
The Provider is not responsible for delay, failure, outage, or degraded performance caused by events beyond reasonable control, including cloud provider outages, internet failure, undersea cable cuts, war, sanctions, cyberattacks, government action, disasters, DNS failure, payment provider failure, email provider failure, or telecommunications issues.
Governing Law and Jurisdiction
This Agreement is governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, unless otherwise required by law.
The courts of Dubai, United Arab Emirates shall have jurisdiction unless the parties agree in writing to arbitration or another forum.
Changes to this Agreement
The Provider may update this Agreement from time to time. Continued use of PrimeFlow after the effective date of an update constitutes acceptance of the updated terms.
Order of Precedence
In case of conflict, the order of precedence is: