Terms of Service

These terms are the agreement between you and us for ProjectFlow. They are written in plain English on purpose. Where a clause limits what you can expect from us, it says so directly rather than hiding behind length — you should be able to find the parts that matter to you without a lawyer, even though you are welcome to use one.

1. Who you are contracting with

ProjectFlow is provided by SMR Future Technologies, a business established in India ("we", "us", "our"). Our registration details and registered address are available on request at info@smrfuturetechnologies.com.

"You" means the organisation that opens a workspace. If you accept these terms on behalf of a company, you confirm you are authorised to bind it, and "you" means that company rather than you personally.

By creating a workspace, or by using ProjectFlow, you agree to these terms. If you do not agree to them, do not use the service.

2. Definitions

• Service — the ProjectFlow hosted software, including the web application, its APIs, and any documentation we make available.
• Workspace — the isolated tenant provisioned for your organisation, normally at a subdomain you choose.
• Seat — one named individual authorised to sign in to your workspace.
• Customer Data — everything you or your users put into the Service: projects, Bills of Quantities, subcontracts, purchase orders, invoices, tenders, documents, and any personal data contained in them.
• Account Data — the information we hold about you as our customer: names and contact details of your administrators, company registration details, billing records and support correspondence.

3. What the service is

ProjectFlow is commercial-control software for construction contractors. It holds priced scope, tracks commitment against it, and derives cost and margin positions from the documents you raise.

It is important that you understand what it is not:

• It is not a general ledger and does not produce your statutory accounts.
• It is not an accounting, tax or legal advisory service. Figures it derives are a management tool. You remain responsible for your own books, filings and statutory obligations.
• It is not a design, BIM or site safety system.
• Nothing it outputs is professional advice, and no output should be treated as a substitute for the judgement of your own commercial, accounting or legal advisers.

4. Your workspace, users and seats

We grant you a non-exclusive, non-transferable right to use the Service during your subscription, for your own internal business purposes, up to the seat allowance included with your plan. Your current allowance and usage are shown on your workspace's Team & Seats page.

A seat is one named person. Seats may be reassigned when someone leaves or changes role, but they must not be shared between people or used as a generic login.

You are responsible for your users' actions in your workspace, for the accuracy of the data they enter, and for keeping credentials secure. Tell us promptly if you believe an account has been compromised. We strongly recommend enabling two-factor authentication, which the Service supports.

You control who has access to what through the roles in the Service. Permissions are enforced on our servers, but the decision about who gets which role is yours.

We may review seat usage against your plan's allowance. If usage exceeds it, you may add seats under clause 6.6, or we will ask you to bring usage back within the allowance. We will not suspend a workspace for a seat overage without asking you first.

5. Free trial

We offer a 14-day trial on every plan. No payment card is required to start one, and no charge is made unless you choose to convert to a paid subscription.

At the end of a trial, if you have not converted, the workspace becomes inaccessible and is scheduled for deletion in line with clause 16. You can export your data yourself at any point during the trial, and during the 30-day suspension that follows it you can still ask us for an export or a restore — but do not rely on that; export before the trial ends.

Trials are provided as-is. The disclaimers in clause 13 apply to them with particular force.

6. Fees, billing and tax

6.1 Prices

Our list prices are published on our pricing page and are stated per tenant, per month, in Saudi Riyals (SAR). Annual plans are billed once, in advance, for the year. Monthly plans are billed monthly in advance.

6.2 Who you buy from

Our order process is conducted by our online reseller, Paddle. Paddle is the merchant of record for your purchase: it buys the subscription from us and resells it to you. In practice that means:

• the purchase transaction is between you and Paddle, and Paddle's own buyer terms apply to it;
• the invoice and the entry on your card or bank statement come from Paddle, not from us;
• Paddle handles tax — determining, charging and remitting it in your jurisdiction (clause 6.3);
• refunds and chargebacks run through Paddle's process (clause 6.5);
• these Terms still govern your use of the Service, and every obligation we owe you about the software — availability, support, your data, security, the DPA — is owed by us and is unaffected by the reseller arrangement.

We never see or store your full card details. If you need our details as the software provider for your supplier records — separate from Paddle's as the seller — ask and we will send them.

6.3 Tax

Prices are exclusive of tax. Because Paddle is the seller of record, Paddle determines and applies the correct tax for your location and status at checkout, and issues the tax document.

If you are established outside Saudi Arabia, tax is applied according to the rules applicable to your own location. Nothing in this clause is tax advice — your own advisers own your VAT position, and we are not able to advise on it.

6.4 Term, renewal and cancellation

Monthly subscriptions have no minimum term. An annual subscription commits you for the twelve-month period you have paid for — we should not call that "no minimum term", and we do not. Both renew automatically at the end of each billing period until cancelled. You may cancel at any time from within the Service; cancellation takes effect at the end of the period you have already paid for, and you keep access until then.

Enterprise subscriptions are governed by the order form or agreement signed for them, which prevails over this clause where the two differ.

6.5 Refunds

Refunds are handled by Paddle as merchant of record, under its process, and we will support a request you make to it. Fees already paid are non-refundable except: where a refund is required by law; where we have failed to provide the Service in a material respect and have not fixed it within a reasonable time of you telling us; where you terminate because you do not accept a price change (clause 6.7) or a change to these terms (clause 17); or where you terminate following an unresolved sub-processor objection under the Data Processing Addendum. In each of those cases we refund fees paid for the unused period, pro rata. We do not charge an implementation, onboarding or per-document fee.

6.6 Adding seats and changing plan

You may add seats beyond your plan's included allowance, or upgrade, at any time; the change is charged pro rata for the remainder of the current period. Downgrades and seat reductions take effect at the start of the next period, and you may lose access to features tied to the higher plan.

6.7 Price changes

We may change our list prices. We will give you at least 30 days' notice by email before a change affects you, and it will not take effect until your next renewal. If you do not accept a price change, you may cancel before it takes effect.

6.8 Late payment

If a payment fails we will tell you and give you a reasonable opportunity to fix it. If it remains unpaid we may suspend the workspace under clause 16. We will not delete Customer Data solely because of non-payment without first giving you notice and a chance to export.

7. Your data

Customer Data is yours. We claim no ownership of it. You grant us only the limited licence needed to host, process, transmit, back up and display it for the purpose of providing the Service to you, and to comply with the law.

Where Customer Data contains personal data, we act as your processor and you act as the controller. The Data Processing Addendum governs that relationship and forms part of these terms.

We do not use Customer Data to train machine-learning models, ours or anyone else's, and we do not sell it, rent it, or share it with other customers.

You may export your data at any time while your subscription is active, in open formats, without asking us first. See clause 16 for what happens on termination.

Aggregated statistics. We may create data that is aggregated and irreversibly anonymised, so that it cannot be attributed to you or to any individual, and use it to operate and improve the Service. This does not permit us to disclose your Customer Data, to identify you, or to share anything from which you could be identified.

We keep backups for operational resilience. Backups are retained on a rolling basis and are overwritten in the ordinary course; a deletion request is executed against live systems immediately and works through backups as they cycle.

8. Acceptable use

You must not, and must not allow anyone else to:

• use the Service unlawfully, or to store or transmit anything unlawful, defamatory or infringing;
• upload material you have no right to upload, or personal data you have no lawful basis to process;
• attempt to gain access to another customer's workspace or to any part of our systems you have not been granted;
• probe, scan or test the security of the Service without our prior written consent — if you want to test it, ask us and we will usually say yes and agree a scope;
• interfere with the Service's operation, or place a load on it designed to degrade it for others;
• reverse engineer, decompile or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable under applicable law;
• resell, sublicense or provide the Service as a bureau service to third parties, unless we have agreed that in writing;
• remove or obscure any proprietary notice.

If you become aware of a security vulnerability in the Service, please tell us at info@smrfuturetechnologies.com before disclosing it publicly. We will not pursue you for good-faith research reported responsibly.

9. Availability and support

We aim to keep the Service available at all times, and we will give reasonable advance notice of planned maintenance where we can. We do not commit to a specific uptime percentage on Starter or Business plans, and we do not pay service credits on them. An uptime commitment can be agreed in an Enterprise agreement.

Support response targets are as published on our pricing page for the plan you are on. A response target is the time we aim to take to reply; it is not a commitment to resolve an issue within that time.

10. AI features

The Service already suggests links between BoQ lines using rule-based matching, and the points below apply to those suggestions today. We are also developing AI features: reading a scanned document into a form, searching your workspace, suggesting pricing, and matching lines by meaning. None of those is available in the Service yet. When one is released, the points below apply to it, and the Service works without it.

• Suggestions and output, whether produced by rules or by a statistical model, may be wrong. It is a starting point for your judgement, never a substitute for it. Check anything you rely on, particularly a rate or a total you are about to commit to.
• Where the feature runs against a cloud AI subscription you hold, your agreement with that provider governs their processing, and their costs are yours.
• We do not use your content to train models. Where we engage a model provider, we contract for the same.
• You are responsible for deciding what to put in front of an AI feature, and for the consequences of acting on its output.

11. Confidentiality

Each of us may learn confidential information about the other. Each of us will protect the other's confidential information with at least the care we use for our own, will use it only to perform this agreement, and will not disclose it except to people who need it and are under equivalent obligations.

This does not apply to information that is public through no fault of the receiver, was already known without obligation, or is independently developed. If disclosure is legally compelled, the receiving party will give notice where it is lawfully able to.

Your Customer Data is your confidential information. We may disclose confidential information to our sub-processors and professional advisers where they need it and are under equivalent obligations, and not otherwise.

These obligations continue for three years after this agreement ends, and for as long as the information remains a trade secret or personal data.

12. Intellectual property

We own the Service, including all software, design and documentation, and all intellectual property rights in it. These terms grant you a right to use it, not any ownership of it.

If you send us feedback or suggestions, we may use them freely to improve the Service without obligation to you. This does not give us any right to your Customer Data.

The Service includes third-party open-source components, each under its own licence. Those licences prevail over these terms for the components they cover, and we make the applicable notices available on request.

13. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, and that we have the right to grant the rights we grant here.

Beyond that, and to the maximum extent permitted by law, the Service is provided "as is". We do not warrant that it will be uninterrupted or error-free, that it will meet a requirement we have not specifically agreed with you in writing, or that any figure it derives is fit for a purpose you have not told us about.

You remain responsible for the correctness of your own commercial position. The Service computes from the documents you give it. It cannot know about a document you did not enter, and it does not replace review by a competent commercial professional.

Your remedy. If we breach the warranty above, we will re-perform the affected service or, if we cannot do so within a reasonable time, refund the fees paid for the affected period. That is your sole remedy for that breach.

Beta and preview features. Anything we label beta, preview or early access is provided as-is, carries no availability or support commitment, may change or be withdrawn without notice, and is excluded from the warranty above and from clause 15.

Not for high-risk use. The Service is not designed or licensed for use in circumstances where a failure could lead to death, personal injury or environmental damage. It is a commercial-control tool, not a safety system.

14. Limitation of liability

Nothing in these terms limits either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be limited.

Subject to that, and to the maximum extent permitted by law, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or any indirect or consequential loss, whether or not it was foreseeable.

Subject to that, and except as stated next, each party's total aggregate liability arising out of or in connection with this agreement is limited to the greater of (a) the fees payable by you in the twelve months immediately before the first event giving rise to the claim, and (b) twelve times the monthly fee applicable at that date. Where no fees are payable — for example during a trial — that cap is SAR 20,000.

The following are not subject to that cap:

• your obligation to pay fees properly due;
• either party's breach of clause 11 (Confidentiality);
• your indemnity under clause 15;
• either party's fraud, wilful misconduct or gross negligence.

Our indemnity under clause 15 for intellectual property infringement, and our liability for breach of the Data Processing Addendum, are each limited to three times the fees payable by you in the twelve months before the claim.

This allocation of risk is a deliberate part of the price. We could not offer the Service at the published price with unlimited exposure to a commercial outcome we do not control.

15. Indemnity

You will indemnify us against claims brought by a third party arising from your Customer Data or your use of the Service in breach of clause 8, provided we notify you promptly, let you control the defence, and give you reasonable assistance at your cost.

We will indemnify you against a third-party claim that the Service, used as permitted, infringes their intellectual property rights, on the same conditions. If such a claim is made we may modify the Service, obtain a licence, or terminate the affected subscription and refund fees paid for the unused period.

16. Suspension and termination

16.1 By you

You may stop using the Service and cancel at any time, as described in clause 6.4.

16.2 By us

We may suspend or terminate your access if:

• you materially breach these terms and, where the breach can be fixed, do not fix it within 14 days of us telling you;
• fees remain unpaid after notice under clause 6.8;
• your use presents an immediate security or legal risk, in which case we may suspend first and explain immediately afterwards;
• you become insolvent or enter an equivalent process.

We will use suspension in preference to termination wherever it is a reasonable response, and we will restore access as soon as the cause is resolved. Any suspension will be limited to the narrowest scope and shortest duration reasonably necessary — one user or one file rather than the whole workspace, where that addresses the cause. During a suspension we will preserve your Customer Data and, on request, provide an export. We will not suspend for non-payment without at least ten business days' written notice.

16.3 By either party, without cause

Either party may terminate a subscription without giving a reason, on 90 days' written notice, taking effect at the end of the then-current billing period. If we are the one terminating and we do so mid-term, we will refund the fees you have paid for the unused period.

16.4 What happens to your data

When you delete your account, deletion is initiated as a 30-day suspension. During those 30 days the workspace is inaccessible but recoverable, and you may ask us to restore it or to produce an export. Where a subscription instead lapses through non-payment, the equivalent window is 60 days from the point the subscription enters its final dunning state.

After that window, your workspace site is torn down and taken out of service, and the personal data in your account record is anonymised. Two things are deliberately not destroyed at that point, and you should know about both:

• Your invoice and subscription records survive, attached to the anonymised account record, because Saudi tax law requires us to retain them. They are retained for the statutory period and are not deleted on request.
• The torn-down site is archived rather than erased. Reclaiming that storage is a separate, deliberate operator step, so there is a period after teardown during which an archived copy still exists. We do this so that a teardown caused by our own billing error stays recoverable.

A reduced operational audit record is also retained for security and legal-compliance purposes. See the Privacy Notice for exactly what it contains.

16.5 Survival

Clauses 1, 2, 3, 6 (for amounts accrued before termination), 7, 11, 12, 13, 14, 15, 16A, 18 and 19 survive termination, along with the Data Processing Addendum to the extent stated in it, and any clause that by its nature should.

16A. Compliance, anti-bribery and sanctions

Each of us will comply with the laws applicable to it in performing this agreement, including the Kingdom's anti-bribery laws. Neither of us will offer, give or accept any improper payment or advantage in connection with it.

You confirm that neither you, nor anyone who controls you, is subject to trade or economic sanctions that would make it unlawful for us to provide the Service to you, and that you will not use the Service in breach of applicable sanctions or export-control laws. This matters here for a concrete reason rather than as boilerplate: our infrastructure runs in the United States, so United States sanctions and export-control rules reach it. If either of us becomes subject to such a restriction, the other may suspend or terminate immediately on notice.

17. Changes

We may change the Service, and we may change these terms. A change that materially reduces your rights or increases your obligations takes effect only at the start of your next renewal period, and we will notify your workspace administrators at least 30 days before that date and publish the updated version here with a new effective date. Where you have signed an order form, no change to these terms applies to it during its term without your written agreement. If you do not accept a change, you may terminate with effect from the date it would apply and we will refund fees paid for any period after that.

We may make changes with immediate effect where they are required by law or needed to address a security risk, and we will tell you as soon as we reasonably can.

We keep prior versions and will provide one on request.

18. Governing law and disputes

This agreement is governed by the laws of the Kingdom of Saudi Arabia, even though we are established in India. That is deliberate: you are the one being asked to rely on this agreement, the Service is built around Saudi commercial practice, and the obligations that matter to you should be read under the law you operate in rather than one you would have to take advice on.

If a dispute arises, both of us agree to try in good faith to resolve it by discussion first — escalated to a senior person on each side — before starting proceedings.

If that does not resolve it within 30 days, the dispute is finally settled by arbitration under the Arbitration Rules of the Saudi Center for Commercial Arbitration (SCCA), by a single arbitrator, seated in Riyadh, conducted in English, and the award is final and binding on both of us.

Three things sit outside that: a claim for unpaid fees, which either party may bring in any court of competent jurisdiction; any step needed to preserve a limitation period; and urgent or precautionary relief, which either party may seek from any competent court without waiting for the escalation step or the tribunal.

If you would rather use the courts, or a different seat or set of rules, we will agree it in an order form.

19. General

• Entire agreement. These terms, the Privacy Notice, the DPA and any order form you have signed are the whole agreement between us on this subject, and replace anything said beforehand. Neither of us relies on any statement not written down here — but this does not limit liability for fraudulent misrepresentation.
• Order of precedence. A signed order form prevails over these terms; the DPA prevails over both on data protection.
• Assignment. Neither party may assign this agreement without the other's consent, except that either may assign it to a successor of its business on notice.
• Subcontracting. We may use sub-processors as described in the DPA, and we remain responsible for their performance.
• Notices. We will send notices to the email addresses of your workspace administrators, and they take effect when sent. Please keep those contacts current; where a notice concerns termination or suspension we will make reasonable efforts to reach you by another route as well.
• Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, for as long as that event continues. This does not excuse any obligation to pay amounts properly due. If the event continues for more than 30 days, either party may terminate the affected subscription on notice, and we will refund fees paid for any period after termination.
• Severability. If a clause is unenforceable, the rest stands and the clause is read down to the minimum extent needed to make it enforceable.
• No waiver. Not enforcing a right on one occasion does not waive it.
• No partnership. Nothing here creates a partnership, agency or employment relationship.
• Publicity. We will not name you as a customer, or use your logo, without your prior written consent.
• Language. These terms are published in English. If we publish an Arabic translation and the two conflict, the Arabic version prevails to the extent required by Saudi law.

20. Contact

SMR Future Technologies, India
Email: info@smrfuturetechnologies.com
Registered address and registration numbers: on request.

Related documents: Privacy Notice · Data Processing Addendum · Sub-processors