Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between [[NAASFLOW_LEGAL_ENTITY]] (operating under the brand Naasflow, referred to as “Naasflow”, “we”, “us” or “our”) and the legal entity or natural person identified in the order form, self-service signup, or other ordering document that references these Terms (the “Customer”, “you”, “your”).

By creating an account, executing an order form, clicking “I accept”, or accessing or using the Services, the Customer (and the individual accepting on its behalf) agrees to be bound by these Terms. The individual accepting on behalf of an entity represents and warrants that they have full authority to bind that entity.

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

• Services — the Naasflow software-as-a-service workforce platform, including the web application, mobile applications, application programming interfaces (APIs), documentation, and any updates we make generally available, as ordered by the Customer.
• Authorised User — any individual that the Customer (or another Authorised User on the Customer’s behalf) permits to access or use the Services.
• Customer Data — all data, content, and information (including personal data) that the Customer or its Authorised Users submit to, generate in, or transmit through the Services, together with output derived from such data.
• Documentation — the user and technical documentation we publish for the Services, as updated from time to time.
• Order Form — the ordering document (whether executed offline or completed through the self-service signup flow) that identifies the Services subscribed to, the subscription term, the fees, and any specific terms agreed between the parties.
• Subscription Term — the period for which the Services are subscribed to by the Customer, as specified in the Order Form, including any renewals.
• Effective Date — the date the Customer first accepts these Terms (or, if later, the start date specified in the Order Form).
• Confidential Information — has the meaning set out in section 15.

During the Subscription Term, and subject to the Customer’s compliance with these Terms and payment of all applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for the Customer’s internal business operations.

The Services are designed for use by employers established in Pakistan (and, where applicable, their related entities and contractors) to operate human resources, attendance, payroll, contractor management, and related workforce processes. The Customer is solely responsible for determining whether the Services are appropriate for its specific use case, regulatory environment, and risk tolerance.

The Customer is responsible for: (a) the activities of all Authorised Users it (directly or indirectly) provisions; (b) ensuring that all Authorised Users keep their account credentials confidential and use the Services in accordance with these Terms; (c) promptly notifying us at security@naasflow.pk of any actual or suspected unauthorised access to or use of the Customer’s account; and (d) the accuracy and completeness of the information it provides about itself and its Authorised Users.

We may suspend access for any individual account that we reasonably believe is being used in violation of these Terms, has been compromised, or poses a security or stability risk to the Services or other users.

Fees for the Services are set out in the applicable Order Form. Unless otherwise stated, fees are quoted in Pakistani Rupees (PKR) and are payable in advance, on the billing frequency specified (typically monthly or annually).

Auto-renewal. Each Subscription Term renews automatically for successive periods equal in length to the then-current term, at the then-prevailing fees, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term.

Price changes. We may revise the fees for any renewal term by giving the Customer at least sixty (60) days’ written notice before the renewal date. If the Customer does not accept the revised fees, the Customer may terminate the subscription by giving non-renewal notice in line with the preceding paragraph.

Invoicing and payment. Invoices are due within fifteen (15) days of the invoice date (or such other period specified on the Order Form). Payment must be made in cleared funds, free of any bank or wire charges.

Late payment. Amounts not paid when due bear interest at one and a half per cent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of payment. We may, on fifteen (15) days’ prior written notice and without prejudice to our other rights, suspend access to the Services until overdue amounts (including accrued interest) are paid in full.

Disputes. If the Customer in good faith disputes all or part of an invoice, it must notify us in writing within fifteen (15) days of the invoice date, setting out the disputed amount and the basis for the dispute. Undisputed amounts must be paid when due.

No refunds. Except where expressly stated in these Terms or required by applicable mandatory law, fees are non-refundable. Termination of a Subscription Term for convenience by the Customer does not entitle the Customer to a refund of pre-paid fees for the unused portion of the term.

Fees are exclusive of all taxes, levies, and duties imposed by any taxing authority, including Pakistan federal and provincial sales tax on services and any successor or replacement levy. Where we are required to collect such taxes, the Customer is responsible for paying them in addition to the fees.

If the Customer is required by law to deduct or withhold any amount from a payment to us (including under section 153 of the Income Tax Ordinance 2001), the Customer must promptly provide us with the corresponding withholding-tax certificate. Where lawful, the Customer must gross up the payment so that the net amount received by us, after the withholding, equals the amount we would have received had no such withholding been required.

Each party is responsible for its own income taxes and employment taxes assessed on its own income or employees.

Subject to these Terms, we grant the Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and the Documentation solely for the Customer’s internal business operations and for the benefit of its Authorised Users.

As between the parties, we (and our licensors) retain all right, title and interest in and to the Services, the Documentation, and all underlying software, code, models, infrastructure, and intellectual-property rights, including all derivatives and improvements thereof. No rights are granted to the Customer except as expressly stated in these Terms.

As between the parties, the Customer (or its licensors) owns all right, title, and interest in and to Customer Data. The Customer grants us a worldwide, non-exclusive, royalty-free, sub-licensable (to our sub-processors only and for the purposes described below) right to access, host, process, transmit, display, and create derivatives of Customer Data solely to the extent necessary to: (a) provide and operate the Services; (b) prevent or address service, security, or technical issues; (c) comply with the Customer’s instructions; and (d) comply with law.

The Customer represents and warrants that: (i) it has obtained all necessary rights, consents and lawful bases to upload Customer Data to the Services and to permit us to process it for the purposes set out above; (ii) Customer Data does not infringe the intellectual-property, privacy, or other rights of any third party; and (iii) its instructions to us in respect of Customer Data comply with applicable law, including the Personal Data Protection Act (when in force in Pakistan) and any sector-specific regulation that applies to the Customer.

To the extent that we process personal data on the Customer’s behalf, we do so as a processor under the terms of our Privacy Policy and any Data Processing Addendum executed between the parties. The Customer is the controller of such personal data and is responsible for establishing the lawful basis for processing.

AI features. Certain optional features make use of third-party large-language-model APIs to assist Authorised Users (for example, resume parsing). These features are disabled by default and may be enabled by the Customer’s administrator. The Customer is solely responsible for reviewing the outputs of such features before relying on them. We do not permit the underlying model providers to train their general-purpose models on Customer Data submitted through these features.

The Customer and its Authorised Users must not:

• use the Services in violation of any applicable law, including the Prevention of Electronic Crimes Act 2016, the Anti-Money Laundering Act 2010, sanctions and export-control laws, or any other regulation that applies to the Customer’s business;
• upload, transmit, or process any content that is unlawful, defamatory, obscene, infringing of third-party rights, or that we reasonably consider to constitute hate speech, harassment, incitement to violence, or child sexual abuse material;
• use the Services to send unsolicited bulk communications, spam, or other electronic communications in violation of applicable law;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Services, except to the extent that such restrictions are prohibited by mandatory law;
• access or use the Services to build a competing product or service, or to copy any features, functions, or graphics of the Services for that purpose;
• interfere with or disrupt the integrity or performance of the Services, including by introducing viruses, malicious code, or unauthorised automated traffic;
• circumvent or attempt to circumvent our usage limits, access controls, audit logs, or rate-limits; or
• sub-license, sell, resell, rent, lease, transfer, or otherwise make the Services available to any third party, except as expressly permitted in writing by us.

We may, on notice (or immediately, where the breach is material or poses an imminent risk of harm), suspend access to the Services for any Customer or Authorised User that we reasonably believe is in breach of this section.

From time to time we may offer features identified as “beta”, “preview”, “experimental” or similar (each, a “Beta Feature”). Beta Features are provided “as is” and “as available”, and may be modified, withdrawn, or made generally available at our sole discretion. Service-level commitments, support commitments, and indemnities in these Terms do not apply to Beta Features. The Customer is responsible for evaluating whether to use a Beta Feature in production and assumes all related risk.

The Services may integrate with, or link to, products or services provided by third parties (including banks for bank-file delivery, biometric devices, communication providers, and large-language-model APIs). The Customer’s use of any third-party product or service is governed by the terms agreed between the Customer and that third party. We are not responsible for and do not endorse any third-party product, service, or content, and we make no representation as to their performance or availability.

We use commercially reasonable efforts to make the Services available twenty-four hours a day, seven days a week, except for: (a) planned maintenance, for which we will provide reasonable advance notice through the application or by email; (b) emergency maintenance to address security or stability issues; and (c) outages caused by circumstances beyond our reasonable control (see section 22 — Force majeure).

Support is provided in line with the support level specified in the Customer’s Order Form, or, where no level is specified, by email at info@naasflow.com during Pakistan business hours, with a target first response time of one business day. Specific service-level commitments (uptime, response, restoration) are only binding if expressly stated in a Service Level Agreement executed by the parties.

We are continuously improving the Services and may add, change, deprecate, or remove features and functionality from time to time. We will not materially diminish the core functionality of the Services during a Subscription Term. Where we materially diminish a feature that the Customer demonstrably relies on, the Customer’s sole remedy is to terminate the affected portion of the subscription on thirty (30) days’ written notice and receive a pro-rata refund of fees pre-paid for the unused portion of the term.

The Services, Documentation, and all related software, content, and intellectual property are and remain our exclusive property, subject only to the limited license expressly granted in section 7. All trademarks, service marks, and logos of Naasflow are our property; no rights are granted to use them other than as necessary to refer to the Services in accordance with these Terms.

If the Customer or any Authorised User provides us with any suggestion, enhancement request, recommendation, correction or other feedback relating to the Services (“Feedback”), the Customer grants us a perpetual, irrevocable, worldwide, royalty-free, sub-licensable right to use and incorporate the Feedback into the Services and any other Naasflow product or service, with no obligation to attribute or compensate the Customer.

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is the Customer’s Confidential Information. The Services, our pricing, our security architecture, and any non-public technical information about the Services are our Confidential Information.

The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only as necessary to perform under these Terms; (b) protect it with the same degree of care it uses to protect its own confidential information of like importance, and in any event with no less than a reasonable degree of care; and (c) disclose it only to its employees, contractors, and professional advisers who have a need to know for the purposes of these Terms and who are bound by obligations of confidentiality no less protective than those in this section.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) was already known to it without obligation of confidentiality at the time of disclosure; (ii) was or becomes publicly available through no fault of the Receiving Party; (iii) was received from a third party not under any obligation of confidentiality; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

If the Receiving Party is required by law or by a binding order of a court or regulator to disclose Confidential Information, it will (where permitted) give the Disclosing Party prompt prior notice and reasonable cooperation to enable the Disclosing Party to contest the disclosure or seek a protective order.

Our processing of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains the categories of data we process, the purposes and legal bases of processing, our sub-processors, our retention practices, and the rights of data subjects.

To the extent that a Data Processing Addendum (“DPA”) is required under applicable law or has been requested by the Customer, the parties will execute our then-current DPA, which will (in case of conflict) prevail over inconsistent provisions of these Terms with respect to the subject matter of the DPA.

Each party represents and warrants that: (a) it has full power and authority to enter into and perform these Terms; (b) its performance under these Terms will not violate any other agreement or obligation by which it is bound; and (c) it will comply with all laws applicable to its performance under these Terms.

We further warrant that the Services will perform materially in accordance with the Documentation during the Subscription Term. The Customer’s sole and exclusive remedy, and our entire liability, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conforming Services or, if we are unable to do so within sixty (60) days of the Customer’s written notice, to allow the Customer to terminate the affected portion of the subscription and receive a pro-rata refund of fees pre-paid for the unused portion of the term.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE FROM UNAUTHORISED ACCESS.

The Services include automated calculations of statutory deductions (including FBR income-tax slabs, EOBI, and PESSI). We use reasonable efforts to keep these calculations accurate and current, but the Customer is responsible for reviewing payroll output before disbursing funds or filing returns, and for the correctness of all statutory filings.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations and exclusions in this section do not apply to: (a) either party’s indemnification obligations under section 19; (b) the Customer’s payment obligations; (c) a party’s breach of confidentiality obligations under section 15; (d) infringement by a party of the other party’s intellectual-property rights; (e) gross negligence, fraud, or wilful misconduct; or (f) any liability that cannot be excluded or limited under applicable mandatory law.

By us — IP infringement. We will defend the Customer against any third-party claim alleging that the Services, when used by the Customer in accordance with these Terms, infringe a Pakistani patent, copyright, trademark, or trade secret of that third party, and will pay any damages finally awarded by a court of competent jurisdiction or agreed to by us in settlement of such claim. If the Services become, or we believe they may become, the subject of an infringement claim, we may, at our option: (i) procure for the Customer the right to continue using the Services; (ii) modify the Services to make them non-infringing while preserving substantially equivalent functionality; or (iii) terminate the affected portion of the subscription and refund fees pre-paid for the unused portion of the term. This is the Customer’s sole and exclusive remedy for infringement claims.

By the Customer. The Customer will defend us against any third-party claim arising out of or relating to: (i) Customer Data, including any allegation that Customer Data infringes or misappropriates the intellectual-property, privacy, publicity, or other rights of a third party, or that Customer Data violates applicable law; (ii) the Customer’s or an Authorised User’s use of the Services in violation of these Terms; or (iii) any dispute between the Customer and one of its employees or contractors (including disputes about salary, deductions, or termination) that arises in connection with the Customer’s use of the Services, and will pay any damages finally awarded by a court of competent jurisdiction or agreed to by the Customer in settlement of such claim.

Process. The indemnification obligations in this section are conditional on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes any obligation or admission on the indemnified party without its prior written consent, not to be unreasonably withheld); and (c) providing the indemnifying party with all reasonable cooperation and assistance, at the indemnifying party’s expense.

These Terms take effect on the Effective Date and remain in force for the duration of the Subscription Term (and any renewals), unless terminated earlier in accordance with this section.

Termination for cause. Either party may terminate these Terms with immediate effect, on written notice, if the other party: (a) commits a material breach of these Terms and (where the breach is capable of cure) fails to cure the breach within thirty (30) days of receiving written notice of the breach; (b) becomes insolvent, files for bankruptcy, enters into an arrangement with creditors, or has a receiver appointed; or (c) ceases to carry on its business.

Termination for convenience by the Customer. The Customer may terminate any subscription for convenience at any time by giving us written notice; such termination takes effect at the end of the then-current Subscription Term, and no refund of pre-paid fees is due.

Termination by us for non-payment. Without prejudice to any of our other rights, we may terminate these Terms if the Customer fails to pay any undisputed amount within thirty (30) days of receiving a written notice that the amount is overdue.

On termination or expiry of these Terms: (a) the Customer’s right to access and use the Services ends immediately; (b) the Customer must pay all undisputed amounts accrued up to the date of termination; and (c) each party will return or destroy the other party’s Confidential Information in its possession, except to the extent retention is required by law or for the purposes of defending or establishing legal claims, in which case the Confidential Information remains subject to the obligations in section 15.

We will make Customer Data available to the Customer for export in a structured, commonly used format for ninety (90) days following the effective date of termination. After that period, we will permanently delete Customer Data from our primary systems within sixty (60) days, and from our backups within a further sixty (60) days. We will provide a written certification of deletion on request.

Sections that by their nature should survive termination (including sections 7 last paragraph, 14, 15, 16, 17, 18, 19, 21, and 24 onwards) survive any termination or expiry of these Terms.

Neither party is liable for any failure or delay in performance (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, internet or telecommunications failures, or the unavailability of third-party services or suppliers (a “Force Majeure Event”). The affected party will give prompt notice of the Force Majeure Event and use reasonable efforts to resume performance. If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, the unaffected party may terminate the affected portion of the subscription on written notice without further liability.

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict-of-laws provisions.

The parties will attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation between their respective senior representatives for a period of thirty (30) days from the date of the written notice of the dispute.

If the dispute is not resolved within that period, the parties submit to the exclusive jurisdiction of the courts at Karachi, Province of Sindh, without prejudice to the right of either party to seek interim or injunctive relief from any court of competent jurisdiction for the protection of its intellectual-property rights, confidential information, or to enforce a payment obligation.

The parties may, by separate written agreement, refer a specific dispute to arbitration in Pakistan, in which case the arbitral seat will be Karachi, the language of the arbitration will be English, and the arbitration will be administered in accordance with such rules as the parties agree (failing agreement, under the Arbitration Act 1940).

Any notice required or permitted under these Terms must be in writing and is deemed given: (a) when delivered by hand against a signed receipt; (b) one business day after dispatch by a recognised courier; (c) three business days after dispatch by registered post; or (d) when sent by email to the address last notified by the recipient, subject to confirmation by any of the methods in (a) to (c) within three business days for notices of breach, termination, or commencement of legal proceedings.

Notices to us must be sent to [[NAASFLOW_LEGAL_ENTITY]], [[REGISTERED_OFFICE_ADDRESS]], with a copy by email to legal@naasflow.pk. Notices to the Customer will be sent to the contact details specified in the Order Form or otherwise notified to us in writing.

Assignment. The Customer may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without our prior written consent (not to be unreasonably withheld). We may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of our assets, on written notice to the Customer.

Entire agreement. These Terms, together with the Privacy Policy, any DPA, the Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral, on that subject matter. In the event of a conflict, the documents will prevail in the following order: (i) the Order Form, (ii) any DPA, (iii) these Terms, (iv) the Privacy Policy, (v) the Documentation.

Amendments. We may amend these Terms by posting an updated version at naasflow.com/legal/terms and giving the Customer at least thirty (30) days’ prior notice (by email or in-product) of material changes. Continued use of the Services after the effective date of an amendment constitutes acceptance of the amendment. If the Customer does not accept a material amendment, the Customer’s sole remedy is to terminate the affected subscription on written notice before the amendment takes effect and receive a pro-rata refund of fees pre-paid for the unused portion of the term.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to render it enforceable while preserving the parties’ original intent.

Waiver. A waiver of any breach of these Terms is effective only if in writing and signed by the waiving party, and does not constitute a waiver of any other or subsequent breach.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

No third-party beneficiaries. These Terms do not confer any rights on any third party.

Publicity. Neither party may issue press releases or other public statements about the other party without the other’s prior written consent, except that we may identify the Customer as a customer of Naasflow (using the Customer’s name and logo solely for that purpose) unless the Customer notifies us in writing to the contrary.

Naasflow is operated by [[NAASFLOW_LEGAL_ENTITY]] (NTN [[NTN_NUMBER]], CUIN [[CUIN]]), with registered office at [[REGISTERED_OFFICE_ADDRESS]].

For questions about these Terms, notices, or legal matters (including breach notices), write to legal@naasflow.pk.