Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between The Captain International Investment SPC, a company registered in the Sultanate of Oman, with its address at Muscat, Sultanate of Oman (“we”, “us”, “our”), and the business that creates an account (“you”, “your” or the “Customer”) for the use of PharmaERP Corporate (the “Service”), a cloud subscription ERP for pharmaceutical trading companies.

Business use only. The Service is sold only to businesses, government bodies and other organisations, for use in their trade or profession. It is not offered to consumers for personal, family or household use. By accepting these Terms you confirm that you are acting for a business and not as a consumer.

Acceptance. You accept these Terms by ticking the acceptance box and creating an account, by accepting an updated version in the app, or by paying for a subscription. The person who does this confirms that they are authorised to bind the Customer. If they are not, they are personally bound by these Terms. This agreement is made electronically and is valid and enforceable as an electronic contract under the Electronic Transactions Law (Royal Decree 69/2008). Our electronic records of your acceptance (version, date, time, IP address and browser) are evidence of it.

Documents that form part of this agreement. The following are part of these Terms: the Acceptable Use Policy, the Refund and Cancellation Policy, the Data Processing Addendum, the AI Features Notice and the plan details shown at checkout. The Privacy Policy explains how we handle personal data. If documents conflict, this order applies: a signed Enterprise agreement, the Data Processing Addendum (for personal data only), these Terms, then the other documents.

• Account: the Customer’s billing account, which can hold one or more Companies.
• Company: a separate workspace in the Service with its own data, users and settings.
• Account Owner: the person who created the Account or to whom ownership was transferred.
• Authorised User: an employee, contractor or other person the Customer allows to use the Service under its Account.
• Vendor User: a supplier or vendor the Customer invites to the vendor portal.
• Customer Data: all data, documents and files that the Customer, its Authorised Users or its Vendor Users enter into or upload to the Service, and the documents generated from them.
• Subscription Period: the monthly or yearly period the Customer has paid for, or the free trial.
• Fees: the subscription charges shown at checkout or agreed in an Enterprise agreement, plus taxes.

• You must give accurate and complete registration details (company name, contact person, email and phone) and keep them up to date.
• The Account Owner and the administrators you appoint control who can use the Service, the roles they have and what they can approve. You are responsible for all activity under your Account and your users’ logins, as if it were your own.
• Each login is personal. Logins must not be shared, and a user’s access must be removed promptly when they leave.
• You are responsible for making sure your Authorised Users and Vendor Users comply with these Terms.
• Plan limits (number of Companies, active users and the monthly AI usage limit) apply. Getting around them is a breach of these Terms.

New Accounts start with a free trial of 15 days on the plan chosen at sign-up. No card is needed for the trial and no payment is taken automatically when it ends. The trial is provided as is, for evaluation, without any commitment on availability or support. At the end of the trial the Account follows the same grace and read-only rules as a paid period that is not renewed (section 9). We may refuse, limit or end a trial that is used to get around plan limits or these Terms, or where several trials are opened for the same business.

• The Service is offered in plans (Starter, Business and Enterprise) for monthly or yearly Subscription Periods. Each plan has the features and limits shown on the pricing page or in Settings, Billing at the time of purchase. Enterprise prices and terms are agreed in writing.
• Prices are shown in US dollars, with the equivalent in Omani Rials. Payments are charged in Omani Rials at the fixed exchange rate of the Omani Rial to the US dollar, as shown at checkout.
• Value added tax under the Value Added Tax Law (Royal Decree 121/2020), currently 5%, is added to the price and shown before you pay. Any other taxes, duties or bank charges that apply to your payment are yours. If a withholding tax applies to a payment, you must gross it up so that we receive the full amount.
• We may change prices for future Subscription Periods by giving at least 30 days’ notice by email or in the app. A price change never affects a period you have already paid for.
• Tax invoices are issued in the name and with the tax details you give us. You are responsible for their accuracy.

• Subscription Periods are paid in advance through our payment provider, Thawani. Payment is complete when Thawani confirms it to us. We do not receive or store your full card details; Thawani’s own terms apply to your payment.
• Subscriptions do not renew automatically and we never charge your card without you starting the payment. We send reminders by email and in the app before a trial or paid period ends, and you renew by paying for the next period.
• Paying before the end of a period adds the new period after the current one, so no days are lost.
• If a payment is reversed, charged back or found to be fraudulent, the period it paid for is cancelled and we may suspend the Account until the Fees are paid.
• Refunds are covered only by the Refund and Cancellation Policy.

An upgrade starts as soon as it is paid. The unused value of your current paid period is credited as extra days on the new plan. A downgrade takes effect from the next period; before downgrading, you must bring your Companies, users and data within the limits of the smaller plan. We are not responsible for features or data that become unavailable because of a downgrade you chose.

We may suspend all or part of the Service for an Account, a Company or a user:

• if Fees are not paid or a payment is reversed;
• if we reasonably believe the Service is being used in breach of these Terms or the Acceptable Use Policy, or in a way that threatens the security, integrity or availability of the Service or other customers;
• if a competent authority or court requires it, or we must do so to comply with the law.

Where reasonably possible we will tell you before suspending, explain why and give you a chance to fix the problem. In an emergency (for example an attack, malware or a legal order) we may suspend first and tell you promptly afterwards. We lift the suspension once the cause is resolved. Suspension does not stop Fees for the period from being due, and no refund is owed for a suspension caused by your breach.

1. Grace period. If a trial or paid period ends without renewal, the Account keeps full access for a grace period of 3 days.
2. Read-only period. After the grace period the Account becomes read-only for 90 days (the “Retention Period”). You and your users can still sign in, view and export all data, but cannot create or change records, and AI features and email sending stop. Nothing is deleted when an Account becomes read-only. Paying for a new period restores full access at once.
3. Export. An administrator can export each Company’s data at any time, including during the Retention Period, from Settings, Billing (a ZIP file with JSON and Excel files). Exporting your data before the end of the Retention Period is your responsibility.
4. Deletion. After the Retention Period we may permanently delete the Account’s Customer Data. We will send the Account Owner a notice by email at least 14 days before deletion. The Account Owner can also ask us to close the Account and delete its data earlier. Deleted data cannot be recovered. Copies in backups, if any, are overwritten in the normal backup cycle.
5. What we keep. We may keep billing records, tax invoices, acceptance records and logs for as long as the law requires or as needed to establish, exercise or defend legal claims, as described in the Privacy Policy.

• Ownership. As between you and us, you own Customer Data.
• Licence to us. You give us a non-exclusive, worldwide, royalty-free licence, for the term of this agreement and the Retention Period, to host, copy, transmit, process, back up and display Customer Data as needed to provide, secure and support the Service, to comply with the law, and as you instruct through the Service (for example sending an email or reading a document with AI).
• Service data. We may use information about how the Service is used (for example usage counts, performance and error data) and aggregated or de-identified data that does not identify you or any person, to operate, secure and improve the Service. We do not sell Customer Data and do not use it to train AI models.
• Your responsibility. You are solely responsible for the accuracy, quality, legality and content of Customer Data, and for having all rights, licences, consents and lawful bases needed to upload it and have it processed. You must not upload data you are not allowed to share, including health data of patients, unless you hold the permits the law requires (see the Data Processing Addendum).
• Personal data. For personal data in Customer Data you are the controller and we act as your processor under the Data Processing Addendum and the Personal Data Protection Law (Royal Decree 6/2022).
• Keep your own copies. The Service is not an archive or a backup service. You must keep copies of records that the law or your business requires you to keep.

The Service is a software tool. You remain fully and solely responsible for your business and for compliance with the laws that apply to it, including:

• holding and keeping valid all licences, registrations and permits needed to import, store, distribute, sell or tender pharmaceutical products, medical devices and related goods, including those required by the Ministry of Health and other competent authorities in each country where you operate;
• making sure that the products you trade are registered, authorised, genuine and handled as the law requires (including storage, cold chain, batch, expiry, recall and pharmacovigilance requirements);
• the content and accuracy of every quotation, tender submission, purchase order, invoice, delivery note, letter and other document you create, approve, sign, stamp or send with the Service, including prices, quantities, product details, batch and expiry data, tax amounts and terms;
• your tax registrations, tax invoices, VAT returns and other tax filings, and your accounting and record-keeping obligations;
• customs, import and export rules, sanctions and anti-bribery laws, and the rules of the tenders you take part in;
• employment, data protection and electronic communication laws that apply to your use of the Service.

Calculations, reminders, checks, templates and suggestions in the Service (for example totals, VAT, expiry alerts, regulatory checklists or document templates) are aids only. You must check them before relying on them.

Nothing in the Service, its documentation, its templates, its AI output or our support is medical, pharmaceutical, regulatory, legal, tax, accounting or other professional advice. Do not use the Service to make clinical or patient-care decisions. Get advice from a qualified professional where you need it.

On the Business and Enterprise plans (AI features are not included in the Starter plan), some features use artificial intelligence provided by a third party (currently Google Gemini) to read documents, extract data, match items, draft text and answer questions. The AI Features Notice forms part of these Terms.

• AI output is generated automatically and can be incomplete, out of date or wrong, even when it looks confident. It may differ each time.
• You must have a person review and, where needed, correct AI output before relying on it, saving it as a record or sending it to anyone. You are responsible for any use you make of it. We do not guarantee any result.
• AI usage limit. Each Business account has a monthly fair-use AI allowance set by us (a smaller allowance applies during a Business trial); Enterprise accounts have the allowance agreed in writing. Usage is measured by the AI provider’s usage cost for the account’s requests, as recorded by us. When the limit is reached, AI features pause until the start of the next month, unless you ask for a higher limit at info@ciispc.com and we agree to it. Unused usage does not carry over and has no cash value. We may assign a dedicated AI provider key to an account. Fair-use and technical limits also apply. We may change, replace or withdraw an AI model or provider.
• Content you submit to an AI feature is sent to the AI provider to produce the answer, under terms that do not allow it to train its models on that content. Do not submit data you are not allowed to share.
• You must not use AI features to produce unlawful, misleading or infringing content, or to make decisions with legal or similarly significant effects on a person without human review.

Some features send emails (for example requests for quotation, purchase orders, documents and notifications) from a mailbox that you connect or configure. Those emails are sent by you, in your name, and you are the sender for all legal purposes.

• You are responsible for the content, attachments and recipients of every email, for having a lawful basis and any consent needed to email each recipient, and for complying with anti-spam, data protection and electronic communication laws, including the rules on marketing messages in the Personal Data Protection Law.
• You must not use the Service to send unsolicited bulk or marketing email.
• You must keep the mailbox credentials secure and comply with your email provider’s terms. We are not responsible for delivery failures, blocking, rate limits or suspension by your email provider.

You may invite suppliers and vendors to the vendor portal to receive requests for quotation and submit offers. You decide whom to invite, approve or reject, and what to share with them. Vendor Users act on your behalf for the purposes of these Terms, you are responsible for their use of the portal, and any agreement between you and a vendor is between you and that vendor only. We are not a party to, and are not responsible for, any offer, purchase, delivery or payment between you and a vendor.

You must use the Service lawfully and in line with the Acceptable Use Policy, which forms part of these Terms. A serious or repeated breach of it allows us to suspend or terminate the Account under sections 8 and 25.

We and our licensors own the Service, its software, design, templates, documentation and trade marks, and all improvements to them. Subject to these Terms and payment of the Fees, we give you a non-exclusive, non-transferable right, during the Subscription Period, for your Authorised Users to use the Service for your internal business purposes. No other right is granted.

If you or your users send us ideas, suggestions or feedback, we may use them freely and without any obligation to you. Feedback does not include Customer Data.

Each party will keep confidential the non-public information of the other party that it receives in connection with this agreement (including Customer Data and the non-public parts of the Service and our prices), use it only to perform this agreement, and protect it with at least reasonable care. This does not apply to information that is or becomes public without fault of the receiving party, was already lawfully known to it, is received lawfully from a third party, or is developed independently. A party may disclose confidential information where required by law or by a competent authority, after telling the other party where the law allows. This section continues for three years after the agreement ends, and for Customer Data for as long as we hold it.

The Service relies on third-party providers, including Google Cloud and Firebase for hosting, Google Gemini for AI features, Thawani for payments and the email provider you choose. Their services are subject to their own terms. We choose reputable providers and take reasonable care in doing so, but we do not control them and are not liable for their outages, errors, changes or acts, except to the extent caused by our own breach of these Terms. Links to or integrations with services you choose to use are at your own risk.

• We use commercially reasonable efforts to keep the Service available and to fix problems promptly. We do not promise that the Service will be uninterrupted, error-free or available at any particular time.
• No service level, uptime commitment or service credit applies unless agreed in a signed Enterprise agreement.
• We carry out planned maintenance, where possible outside normal business hours in Oman, and give advance notice in the app or by email for planned work that we expect to cause significant downtime. Urgent maintenance and security fixes may be done without notice.
• We may improve, change or remove features. We will not remove a core feature of your plan during a period you have already paid for without offering a reasonable alternative or a pro-rata refund of the unused part.
• Support is provided by email at info@ciispc.com during business hours in Oman.

We maintain reasonable technical and organisational measures to protect Customer Data, described in the security annex of the Data Processing Addendum. No system is completely secure, and we do not promise that the Service is free from vulnerabilities or that unauthorised access will never happen.

You are responsible for the security of your side: strong and private passwords, the devices and networks your users use, assigning roles carefully, removing users who leave, the mailbox credentials you connect, and checking the documents you receive and send. Tell us at once at info@ciispc.com if you suspect any unauthorised access or security incident.

We will provide the Service with reasonable skill and care. Apart from that and what these Terms say expressly, and to the extent the law allows, the Service, the trial, AI output, templates and all content are provided “as is” and “as available”, and we exclude all other warranties, conditions and representations, whether express or implied, including fitness for a particular purpose, merchantability, accuracy, non-infringement and that the Service will meet your regulatory or business requirements.

1. Excluded losses. To the extent the law allows, neither party is liable to the other, whether in contract, tort or otherwise, for: loss of profit, revenue, business, contracts, tenders or anticipated savings; loss of goodwill or reputation; fines or penalties imposed on the other party by an authority; or any indirect, special or consequential loss, even if it was foreseeable.
2. Data. Our liability for loss or corruption of Customer Data is limited to using reasonable efforts to restore it from the latest backup we hold, if any. You are responsible for exporting and keeping copies of your data.
3. Cap. To the extent the law allows, our total liability arising out of or in connection with this agreement, for all claims together, is limited to the Fees (excluding taxes) that you actually paid us for the Service in the twelve months before the event that gave rise to the first claim. If you have not paid any Fees (for example during a free trial), our total liability is limited to USD 100.
4. Liability we do not limit. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Omani law, including liability for fraud (ghish), gross negligence (khata’ jasim) or wilful misconduct, liability for death or personal injury caused by negligence, or liability arising from a harmful act where the law does not allow it to be excluded.
5. Your payment and indemnity obligations. Paragraphs (a) and (c) above do not limit your obligation to pay the Fees or your obligations under section 24.
6. Time limit. To the extent the law allows, a claim against us must be notified to us in writing within twelve months after you became aware, or ought reasonably to have become aware, of the facts giving rise to it.
7. The Fees reflect this allocation of risk, which both parties agree is fair for a low-cost standard online service.

You will defend and compensate us, our officers, employees and providers against all claims, demands, fines, losses, damages, costs and reasonable legal fees brought by a third party or an authority, to the extent they arise from:

• Customer Data, including any claim that it infringes someone’s rights or was uploaded or processed without a lawful basis or required consent or permit;
• your or your users’ use of the Service in breach of these Terms, the Acceptable Use Policy or the law;
• your products, your trading activity, your tenders, your contracts with your customers and vendors, and any breach of pharmaceutical, health, customs, tax or other regulatory requirements;
• emails, documents and other content you or your users send through the Service.

We will tell you promptly about any such claim, let you control its defence (without settling it in a way that admits fault by us without our consent) and give you reasonable help at your cost.

• This agreement starts when you accept it and continues while you have a trial, a paid Subscription Period, a grace period or a Retention Period.
• You can stop at any time by not renewing, or the Account Owner can ask us to close the Account from Settings, Billing. Access continues until the end of the period already paid for. No refund is due except under the Refund and Cancellation Policy.
• We may terminate this agreement by giving at least 30 days’ notice, in which case we will refund the unused part of any prepaid period.
• Either party may terminate at once by written notice if the other party materially breaches this agreement and does not fix the breach within 14 days of being asked to, or becomes insolvent or bankrupt or stops trading. We may also terminate at once for a serious breach of the Acceptable Use Policy or where the law requires it.
• On termination your right to use the Service ends, the export and deletion rules of section 9 apply, and any Fees due remain payable. Sections that by their nature should continue (including 10, 18, 22, 23, 24, 30 and 32) continue after termination.

We may update these Terms and the documents that form part of them. We will tell the Account Owner and administrators about a material change by email or in the app at least 30 days before it takes effect, unless the change is required by law or a competent authority, or is needed to address a security risk, in which case it may take effect sooner. The changed Terms apply from the start of your next Subscription Period, or earlier if you accept them in the app. If you do not agree, you can stop renewing before the change applies to you. Each version is identified by its date and version number, and we keep a record of which version you accepted.

Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, power or internet failures, failures of cloud or telecommunication providers, cyber attacks that could not reasonably be prevented, and strikes. The affected party will tell the other party and use reasonable efforts to limit the effect. If the event continues for more than 60 days, either party may terminate by written notice, and we will refund the unused part of any prepaid period.

You may not assign or transfer this agreement or the Account without our prior written consent. We may assign or transfer this agreement to an affiliate or to a successor in a merger, acquisition or sale of the business or of the Service, by notice to you. We may use subcontractors and sub-processors to provide the Service, and we remain responsible for their performance under this agreement.

We send notices to the Account Owner’s email address, or show them in the app. You send notices to us at info@ciispc.com. An email notice is treated as received on the next business day in Oman after it is sent, unless the sender receives a delivery failure. Legal proceedings may also be served in any way the law allows. You must keep the Account Owner’s email address current.

This agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of the Sultanate of Oman.

1. Negotiation first. A party with a dispute must notify the other party in writing with the details. Senior representatives of both parties will try in good faith to settle it within 30 days of the notice.
2. Courts of Muscat. If the dispute is not settled within those 30 days, it will be decided exclusively by the competent courts of Muscat, Sultanate of Oman, and both parties submit to their jurisdiction.
3. Arbitration by agreement. Instead of going to court, the parties may agree in writing, after the dispute arises or in an Enterprise agreement, to refer it to arbitration administered by the Oman Commercial Arbitration Centre under its rules, seated in Muscat, in English, before a single arbitrator.
4. Nothing in this section stops either party from seeking urgent interim or protective relief from a competent court, or stops us from claiming unpaid Fees.

These Terms are written in English. We may provide an Arabic translation for convenience. To the extent the law allows, if the English and Arabic texts differ, the English text prevails.

• Entire agreement. These Terms and the documents that form part of them are the entire agreement between the parties about the Service and replace any earlier proposals or understandings. Terms in your purchase orders or other documents do not apply, even if we accept the order.
• Severability. If a court finds any provision invalid or unenforceable, it applies to the maximum extent allowed, and the rest of the agreement stays in force.
• No waiver. A failure or delay in exercising a right is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing creates a partnership, agency, employment or joint venture.
• Third parties. Only you and we have rights under this agreement.
• Electronic records. Our system logs, audit trails and acceptance records are admissible as evidence of the matters they record, unless shown to be wrong.
• Contact. You can reach The Captain International Investment SPC by email at info@ciispc.com, by phone on +968 9333 0636 or by post at Muscat, Sultanate of Oman.