These Customer Terms of Service (the “Agreement”) constitute a legally binding agreement between you (the “Customer,” “you,” or “your”) and Flow Metrics Accounting and Bookkeeping L.L.C. (“Daira,” “we,” “us,” or “our”), a company registered and operating in the United Arab Emirates. By accessing or using the Daira platform, including all software, dashboards, analytics tools, reports, APIs, and related services (collectively, the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Platform.
1. Definitions
“Aggregated Data” means data that has been combined, anonymised, and de-identified such that it cannot reasonably be used to identify any individual Customer, user, or specific business entity.
“Authorised Users” means the individuals whom the Customer has authorised to access and use the Platform on the Customer's behalf, subject to the terms of this Agreement.
“Confidential Information” means all non-public information disclosed by either party to the other, whether orally, in writing, or by electronic means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, business plans, financial data, software code, algorithms, customer lists, pricing information, and technical specifications.
“Customer Data” means all data, information, and materials submitted, uploaded, or otherwise provided by or on behalf of the Customer through the Platform, including data pulled from the Customer's enterprise resource planning (“ERP”) systems and accounting software.
“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, design rights, database rights, moral rights, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.
“Platform” means the Daira technology platform, including all software-as-a-service applications, dashboards, analytics engines, financial health scoring tools, cash flow forecasting modules, APIs, mobile applications, and any related documentation, updates, or enhancements provided by Daira.
2. License Grant
2.1 Limited License
Subject to the Customer's compliance with this Agreement and payment of all applicable fees, Daira hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the term of this Agreement, solely for the Customer's internal business purposes.
2.2 Ownership
The Customer acknowledges and agrees that this Agreement does not convey any ownership interest in or to the Platform, any Daira Intellectual Property, or any component thereof. The Platform is licensed, not sold. Daira and its licensors retain all right, title, and interest in and to the Platform, including all related Intellectual Property Rights, whether or not specifically recognised or perfected under the laws of the United Arab Emirates or any other jurisdiction.
2.3 Reservation of Rights
All rights not expressly granted to the Customer under this Agreement are reserved by Daira. No implied licences are granted by this Agreement.
3. Restrictions on Use
The Customer shall not, and shall ensure that its Authorised Users do not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or underlying structure of the Platform or any component thereof, except to the extent that applicable law expressly prohibits this restriction notwithstanding a contractual prohibition;
- Copy, modify, adapt, translate, or create derivative works based on the Platform or any part thereof, without Daira's prior written consent;
- Distribute, sublicence, lease, lend, rent, sell, resell, or otherwise transfer access to the Platform to any third party, whether for commercial purposes or otherwise;
- Use the Platform, or any data, reports, scores, benchmarks, or outputs generated by the Platform, to develop, enhance, train, or operate any product, service, or offering that competes, directly or indirectly, with the Platform or any other Daira product or service;
- Use any automated means, including bots, scrapers, crawlers, spiders, or any other automated technology, to access, monitor, copy, scrape, index, or extract data from the Platform or any content therein (“web scraping”), regardless of the purpose;
- Attempt to gain unauthorised access to any portion of the Platform, other users' accounts, or any systems or networks connected to the Platform;
- Use the Platform in any manner that violates applicable laws, regulations, or regulatory requirements, including but not limited to UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the DIFC Data Protection Law, or any applicable anti-money laundering regulations;
- Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform;
- Use the Platform to store or transmit any material that is infringing, libellous, defamatory, threatening, or otherwise unlawful or tortious; or
- Benchmark the Platform against competing products or publish performance comparisons without Daira's prior written consent.
4. Confidentiality
4.1 Obligations
Each party (the “Receiving Party”) agrees that it shall: (a) hold in strict confidence all Confidential Information of the other party (the “Disclosing Party”); (b) not disclose such Confidential Information to any third party except as expressly permitted herein; and (c) use such Confidential Information solely for the purposes of exercising its rights or performing its obligations under this Agreement.
4.2 Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, agents, and professional advisors who have a need to know such information for purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those set forth herein.
4.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.
4.4 Compelled Disclosure
If the Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permissible) and shall disclose only the minimum amount of Confidential Information necessary to comply with such requirement.
4.5 Duration
The confidentiality obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of five (5) years, provided that obligations with respect to trade secrets shall continue for as long as such information constitutes a trade secret under applicable law.
5. Customer Data and Data Usage
5.1 Customer Data Ownership
As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Daira a limited, non-exclusive, worldwide licence to access, collect, use, process, store, and display Customer Data solely to the extent necessary to provide the Platform and related services to the Customer.
5.2 Aggregated and Anonymised Data
Notwithstanding anything to the contrary in this Agreement, the Customer acknowledges and agrees that Daira may collect, compile, use, and disclose Aggregated Data derived from Customer Data for the following purposes: (a) improving and enhancing the Platform and Daira's products and services; (b) generating industry benchmarks, trend analyses, and comparative reports; (c) developing new features, products, and services; and (d) publishing or sharing anonymised research, insights, and reports. For the avoidance of doubt, Aggregated Data shall not identify the Customer, its Authorised Users, or any of its specific business metrics.
5.3 Data Security
Daira shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorised access, disclosure, alteration, or destruction, in accordance with industry best practices and applicable data protection laws.
5.4 Data Return and Deletion
Upon termination of this Agreement, the Customer may request the return or deletion of its Customer Data. Daira shall comply with such request within thirty (30) calendar days, except to the extent that retention is required by applicable law or regulation. Daira's right to retain and use Aggregated Data shall survive termination.
6. Limitation of Liability
6.1 Financial Insights Disclaimer
The Customer expressly acknowledges and agrees that the Platform provides financial analytics, insights, scores, forecasts, and recommendations for informational purposes only. Nothing on the Platform constitutes financial advice, investment advice, tax advice, legal advice, or any other form of professional advice. The Customer should consult qualified professionals before making any financial or business decisions based on information provided by the Platform.
6.2 No Warranties
The Platform is provided “as is” and “as available” without any warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or quiet enjoyment. Daira does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
6.3 Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Daira, its affiliates, directors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, arising out of or in connection with this Agreement or the use of or inability to use the Platform, regardless of the theory of liability (whether in contract, tort, strict liability, or otherwise) and even if Daira has been advised of the possibility of such damages.
6.4 Cap on Liability
Daira's total aggregate liability under this Agreement shall not exceed the total subscription fees actually paid by the Customer during the three (3) months immediately preceding the claim. In no event shall Daira be liable for indirect, incidental, special, consequential, or punitive damages.
6.5 Essential Basis
The Customer acknowledges that the limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties.
7. Term and Termination
7.1 Term
This Agreement commences on the date the Customer signs this document (the “Effective Date”) and continues for the subscription period specified in the applicable order form, unless earlier terminated in accordance with this Section.
The specific terms governing the Customer's subscription — including the applicable fees, billing cycle, recurring payment authorisation, cancellation rights, refund policy, and all other commercial terms — are set forth in the SaaS Subscription Agreement entered into between the Customer and Daira (the “Subscription Agreement”). In the event of any conflict or inconsistency between this Agreement and the Subscription Agreement with respect to fees, payment, billing, subscription term, renewal, or cancellation, the Subscription Agreement shall prevail to the extent of such conflict. For the avoidance of doubt, this Agreement governs the Customer's use of the Platform, licence rights, data usage, confidentiality, and liability, while the Subscription Agreement governs the financial and commercial relationship between the Parties. Both agreements must be read together as complementary instruments, and the Customer's continued use of the Platform is subject to compliance with both agreements.
7.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
7.3 Effect of Termination
Upon cancellation or termination: (a) the Customer's access to the Platform will be suspended at the end of the paid billing period; (b) the Customer may request export of its data within thirty (30) days of cancellation, after which Daira may delete Customer Data in accordance with the Privacy Policy; and (c) all provisions of this Agreement that by their nature should survive termination shall continue in full force and effect.
8. Governing Law and Dispute Resolution
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles.
8.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall first be submitted to good faith negotiations for a period of thirty (30) days. If such dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC), in accordance with its rules in effect at the time of the arbitration. The seat of arbitration shall be Dubai, UAE. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties.
9. General Provisions
9.1 Entire Agreement
This Agreement, together with any applicable order forms and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral.
9.2 Amendments
Daira may update these Terms from time to time by posting a revised version on the Platform. Material changes will be communicated to the Customer at least thirty (30) days in advance. Continued use of the Platform after the effective date of any changes constitutes acceptance of the revised Terms.
9.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
9.4 Assignment
The Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Daira. Daira may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
9.5 Force Majeure
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, or failures of third-party services.
9.6 Notices
All notices under this Agreement shall be in writing and delivered by email to the addresses specified by each party. Notices shall be deemed received on the date of confirmed delivery.
By using the Platform, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms of Service.