Effective Date: 30/11/2025
Last Updated: 30/11/2025

Seller Agreement

Welcome to FAUBIX, a cloud-based software platform operated by M/s FAUBIX (hereinafter referred to as "we", "us", or "FAUBIX"). These Terms and Conditions ("Agreement") govern your access to and use of the FAUBIX Platform ("Platform" or "Service").

By creating an account or using our services, you affirm that you are a "registered person" under the Sales Tax Act, 1990 and that you are subject to S.R.O. 709(I)/2025, issued by the Federal Board of Revenue on 22 April 2025. You acknowledge that under this SRO, all registered persons must integrate their invoicing systems with the FBR's centralized computerized system—either directly or via approved/licensed integrators (including PRAL)—by the deadlines stipulated therein.

You further agree to use FAUBIX's invoicing features in full compliance with S.R.O. 709(I)/2025 and any related digital invoicing mandates (including real-time invoice transmission, FBR-assigned invoice numbers, QR-codes, audit logs, etc., as required by law). If you do not agree to these Terms, you must not use the Platform.

M/s FAUBIX is not a law firm, tax consultancy, or financial advisory service. The Platform, its features, and all related content are provided solely for informational and operational purposes to facilitate compliance with digital invoicing and regulatory requirements.

• Nothing on the Platform constitutes legal, tax, accounting, or financial advice.
• You are solely responsible for obtaining independent advice from a qualified professional before acting on any information generated by the Platform.
• FAUBIX shall not be liable for any loss, penalty, or consequence resulting from your reliance on the Platform as a substitute for professional advice.
• This Platform is not an accounting software or inventory management system; it is limited to the sales invoicing module integrated with the FBR's digital invoicing framework.

1. SERVICES PROVIDED

FAUBIX is a web-based application that enables users to:

• Generate FBR-compliant digital invoices
• Integrate Point-of-Sale (POS) systems with the FBR
• View and manage invoice history and reporting dashboards
• Maintain logs required for regulatory compliance
• The Platform is designed to assist businesses in meeting FBR e-invoicing obligations but does not provide legal or tax advice

2. ELIGIBILITY

You may use the Platform only if:

• You are a registered taxpayer in Pakistan with a valid NTN and/or STRN
• You are authorized to act on behalf of the business
• You comply with all applicable laws and regulations

3. ACCOUNT REGISTRATION

To use the Platform, you must register and provide accurate, current, and complete information. You are solely responsible for:

• Maintaining the confidentiality of your login credentials
• All activities conducted under your account
• Notifying us immediately of any unauthorized access or breach

4. DATA OWNERSHIP AND CONFIDENTIALITY

By using the Platform, you expressly authorize M/s FAUBIX to share or disclose your data with the FBR, Directorate General of Intelligence & Investigation (I&I-IR), Federal Investigation Agency (FIA), and other competent government or regulatory authorities, as required for compliance, investigation, or reporting under applicable laws and FBR directives.

FAUBIX may process such data only for providing services, FBR integration, and compliance purposes.

The underlying database, source files, scripts, and system architecture of the Platform remain the exclusive property of M/s FAUBIX. Clients and Partners are not entitled to access, copy, extract, or receive any source file or database export. All data entered by the user can only be accessed or downloaded through the standard export options (Excel/PDF) provided within the Platform.

5. USER DATA RESPONSIBILITY

You are solely responsible for the accuracy and legality of all data entered into FAUBIX, including:

• Invoice details
• Tax calculations
• Customer and business information

M/s FAUBIX does not verify or validate the data you input. Any errors, omissions, or misstatements made through the Platform are your responsibility. You agree to indemnify M/s FAUBIX from any claims, penalties, or consequences arising from incorrect or fraudulent data submission.

FAUBIX is not responsible for unauthorized access caused by weak passwords, insecure networks, or user negligence.

Clients must implement industry-standard security measures (2FA, restricted access, secure networks).

Any breach from the client's side that causes damage to FAUBIX or others results in full indemnity by the client.

You are solely responsible for verifying, from time to time, that all invoices issued through the Platform are successfully transmitted and reflected in the FBR's IRIS Portal under the "Invoice Management" section.

You must ensure that each invoice issued through the Platform contains the FBR-assigned Invoice Number, FBR logo, and QR code as proof of proper integration and validation.

FAUBIX shall not be liable for any discrepancy, non-posting, or delay in synchronization with the FBR system arising from user error, incorrect configuration, or failure to verify.

You expressly acknowledge that issuance or reporting of fake, flying, or non-existent invoices through the Platform is a violation of Pakistan's tax laws and FBR regulations.

FAUBIX shall bear no responsibility or liability for any such activity carried out by you or your clients.

You shall be solely liable for any penalties, audits, criminal or civil proceedings, or reputational loss arising from the generation or reporting of such invoices.

FAUBIX reserves the right to immediately suspend or terminate access if any fake or suspicious invoicing activity is detected or reported by the FBR or other authorities.

6. USE OF FBR SROS AND TAX EXEMPTIONS

The FAUBIX Platform includes a feature that allows users to view and select applicable Statutory Regulatory Orders (SROs) for the purpose of availing reduced sales tax rates, exemptions, or special tax treatments, as permitted under Pakistan's tax laws.

While we strive to maintain an accurate and up-to-date repository of SROs, you acknowledge and agree that:

• You are solely responsible for selecting the correct SRO applicable to your transaction or business category
• The Platform provides reference data only and does not constitute legal or tax advice
• M/s FAUBIX does not guarantee the accuracy, currency, or legal applicability of any SRO to your particular case
• You should consult with a qualified tax advisor if you are unsure which exemption or rate applies

M/s FAUBIX shall not be held liable for:

• Misapplication or misuse of SRO codes or exemptions
• Incorrect tax filings or returns made using the selected SRO
• Penalties, audits, or other consequences resulting from incorrect selections

Users are encouraged to verify applicable SROs directly with the Federal Board of Revenue (FBR) or through official notifications.

7. SUPPORT ACCESS AND MONITORING

By using the Platform, you acknowledge and agree that:

Authorized Access – M/s FAUBIX may access your account, data, and transaction history solely for:

• Providing technical support or troubleshooting issues
• Performing system maintenance or resolving service disruptions

Limited Scope – Such access will be restricted to the minimum necessary to address the reported technical issue.

Data Handling – All access will follow FAUBIX's internal data protection and confidentiality policies, and no user data will be altered or deleted except where:

• Required to fix errors or remove harmful content
• Mandated by law or regulatory authority

Liability Limitation – FAUBIX will not be liable for any interruption, delay, or incidental loss caused by account access for support or compliance purposes.

Non-Compliance Action – If non-compliance, errors, or prohibited activities are detected during support access, FAUBIX may:

• Take corrective technical measures
• Suspend or restrict account access
• Report the matter to relevant authorities without prior notice

8. COMPLIANCE DISCLAIMER

FAUBIX provides tools to facilitate compliance with FBR's digital invoicing system. However:

• You remain fully responsible for ensuring compliance with all tax and regulatory obligations
• M/s FAUBIX does not provide legal or tax advice and shall not be held liable for any compliance failure on your part

9. FEES AND PAYMENT

Access to the Platform may be subject to subscription or service fees, based on your chosen plan. You agree to:

• Pay all applicable fees on time
• Bear responsibility for any applicable taxes or surcharges

Failure to pay may result in suspension or termination of access.

FAUBIX reserves the right to recover legal and collection costs.

All fees paid to FAUBIX are non-refundable and non-adjustable, regardless of termination, non-usage, or account suspension, except as expressly stated below.

If FAUBIX is dissolved, liquidated, or ceases operations, the Client shall be entitled only to a pro-rated refund of any fees paid in advance for the unexpired period of service as of the cessation date. Such refund shall constitute the Client's sole and exclusive remedy, and no other claims, damages, or compensations shall be payable by FAUBIX or its liquidator.

10. SERVICE AVAILABILITY AND MAINTENANCE

While we strive for high availability, we do not guarantee uninterrupted access. Scheduled maintenance and unexpected outages may occur.

M/s FAUBIX shall not be liable for:

• Any loss or penalty resulting from delayed submissions due to downtime
• Service interruptions caused by third-party failures (e.g., FBR servers, internet service providers)

We will make reasonable efforts to notify users of planned maintenance in advance.

Downtime is not grounds for refund or damages.

11. ACCEPTABLE USE POLICY

You agree not to:

• Use bots, crawlers, or automated scripts on the Platform
• Share your account credentials with others, unless your plan permits multi-user access
• Submit unlawful, false, or misleading information
• Use the Platform in any way that interferes with its normal operation or security

Violations may result in immediate account suspension or legal action.

12. INTELLECTUAL PROPERTY

All rights to the Platform—including its software, design, interface, content, and trademarks—are the exclusive property of M/s FAUBIX. You may not:

• Copy, modify, decompile, or reverse-engineer any part of the Platform
• Use FAUBIX's name, logo, or marks without prior written consent

You retain ownership of the data you input. By using the Platform, you grant M/s FAUBIX a limited license to process your data solely for the purpose of providing the service and fulfilling regulatory requirements.

13. BREACH PENALTY / LIQUIDATED DAMAGES

You agree that the following acts constitute serious breaches of this Agreement, causing significant harm to M/s FAUBIX, and that the damages caused may be difficult to quantify. Accordingly, the following liquidated damages shall apply, without prejudice to any other rights or remedies available to FAUBIX under law:

• Unauthorized Access or Sharing of Credentials – Any intentional sharing, sale, lease, or unauthorized use of account credentials (username, password, API keys) will result in a minimum penalty of PKR 1,000,000 per incident.
• Reverse Engineering or Unauthorized Copying – Any attempt to copy, decompile, disassemble, or reverse-engineer the Platform's code, features, or functionality will result in a minimum penalty of PKR 1,500,000 per incident.
• Circumvention of Security Measures – Any deliberate bypass or disabling of FAUBIX's security mechanisms, including license restrictions, will result in a minimum penalty of PKR 2,000,000 per incident.

Cumulative Recovery – Penalties under this clause are in addition to actual damages, costs, attorney fees, and any injunctive relief that may be sought.

Immediate Enforcement – Payment of the penalty is due within 10 business days of written notice of breach. Failure to pay may result in legal proceedings, account suspension, and reporting to relevant authorities.

14. FORCE MAJEURE

M/s FAUBIX shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to:

• Power outages
• Internet or server failures
• FBR system/API downtime, technical failures, or discontinuation of access by the Federal Board of Revenue
• Natural disasters, strikes, wars, or government restrictions
• Cyberattacks or other malicious disruptions

15. DISCLAIMER OF WARRANTIES

FAUBIX is provided "as is" and "as available" without warranties of any kind. We do not guarantee:

• That the Platform will be error-free or uninterrupted
• That it will meet your specific business needs
• That all bugs or issues will be corrected immediately

Use of the Platform is at your own risk.

16. LIMITATION OF LIABILITY

To the fullest extent permitted by law, M/s FAUBIX shall not be liable for:

• Losses arising from incorrect or incomplete data input
• Delays, penalties, or damages due to system outages
• Indirect, incidental, or consequential damages
• Misuse of SROs
• Non-compliance with laws
• Breach of terms
• Security failures on the client side

17. TERMINATION

We may suspend or terminate your access to the Platform at our sole discretion if:

• You breach these Terms
• You engage in misuse, abuse, or fraudulent activity
• Your subscription remains unpaid beyond the due date

You may terminate your account by providing written notice. Upon termination, your access will be revoked and your data may be deleted after a reasonable retention period.

FAUBIX reserves the right to delete data immediately if breach is due to fraud/misuse.

18. AMENDMENTS

We reserve the right to update or modify these Terms at any time. Any changes will be posted on the Platform or emailed to registered users. Continued use after such changes constitutes your acceptance.

19. GOVERNING LAW

This Agreement shall be governed by the laws of the Islamic Republic of Pakistan. Any disputes shall be subject to the exclusive jurisdiction of the courts in Karachi.

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Alliance Partners Agreement

M/s FAUBIX, a company operating under the laws of Pakistan, having its principal office at Office # 907, 9th Floor, Chapal Plaza, Hasrat Mohani Road, off I.I Chundrigar Road, Karachi. ("FAUBIX").

FAUBIX and Partner are collectively referred to as the "Parties" and individually as a "Party".

1. PURPOSE

This Agreement governs the terms under which FAUBIX grants Partner a license to access and use the FAUBIX Platform for the purpose of providing invoicing, POS integration, and related services to the Partner's clients in compliance with the Sales Tax Act, 1990 and any mandatory requirements issued by the Federal Board of Revenue (FBR) from time to time relating to electronic invoicing, integration, or reporting obligations.

2. LICENSE GRANT

FAUBIX grants Partner a non-exclusive, non-transferable, limited license to use the Platform solely for serving the Partner's own clients.

The Partner may not sub-license the Platform or provide direct access to third parties, except to its clients under this Agreement.

FAUBIX retains all rights, title, and interest in the Platform, including its software, features, and trademarks.

3. PARTNER RESPONSIBILITIES

The Partner shall:

• Ensure that its clients comply with all applicable laws, including S.R.O. 709(I)/2025 and FBR invoicing requirements Sales Tax Act, 1990 and any mandatory requirements issued by the Federal Board of Revenue (FBR) from time to time relating to electronic invoicing, integration, or reporting obligations.
• Provide accurate client details when setting up accounts on the Platform.
• Maintain the confidentiality of all login credentials and prevent unauthorized use.
• Bear sole responsibility for its fees and contractual arrangements with its own clients.
• Indemnify FAUBIX against any claims, penalties, or damages arising from the Partner's or its clients' misuse of the Platform.

The Partner shall provide first-level technical and operational support to its clients for all matters relating to their use of the Platform, including onboarding, training, and troubleshooting. FAUBIX shall provide support only to the Partner (not directly to End Clients).

4. FEES AND PAYMENT

The Partner shall pay FAUBIX a license fee.

Fees are payable in advance.

Late payments shall accrue interest at 1.5% per month until paid in full.

FAUBIX reserves the right to suspend access for non-payment.

5. BRANDING AND REPRESENTATION

The Partner may market itself as an "Alliance Partner of FAUBIX" but shall not:

• Misrepresent itself as FAUBIX,
• Claim to be an employee, agent, joint venture partner, or legal representative of FAUBIX, or
• Make any commitments, warranties, or representations on behalf of FAUBIX without prior written consent.

Any use of FAUBIX's name, trademarks, service marks, or logos by the Partner requires FAUBIX's prior written approval, and must comply with FAUBIX's brand usage guidelines (as provided from time to time).

The Partner grants FAUBIX a non-exclusive, royalty-free license to display the Partner's name and logo:

• On the FAUBIX Platform, including but not limited to the dashboard and alliance partner listings; and
• In FAUBIX's marketing materials, case studies, press releases, and other promotional activities.

FAUBIX shall use the Partner's name and logo in good faith and in a manner consistent with the Partner's brand guidelines (if provided).

6. DATA OWNERSHIP AND CONFIDENTIALITY

Ownership of Input Data – All business data, records, and other information entered by End Clients or the Partner into the Platform ("Input Data") shall remain the property of the party that supplied such information (i.e., the End Client or the Partner, as the case may be).

Ownership of the Platform and Source Files – All rights, title, and interest in and to the FAUBIX Platform, its source code, database structure, scripts, and underlying technology (collectively, "Platform IP") remain the exclusive property of FAUBIX. Nothing in this Agreement shall be construed as granting the Partner or any End Client any rights in the Platform IP, except the limited right to access and use the Platform in accordance with this Agreement.

Access / Export of Data – End Clients and Partners may access and export their Input Data only through the Platform's standard export tools (e.g., Excel or PDF reports) made available by FAUBIX from time to time. They shall not be entitled to receive, copy, or access any underlying source files, database tables, or other components of the Platform.

Use of Data by FAUBIX – FAUBIX may process Input Data solely for:

• Providing and improving the Services;
• Integration with FBR systems and other lawful compliance purposes; and
• Internal analytics, provided such use is aggregated/anonymized and does not identify any End Client or Partner.

Both Parties shall keep all confidential information received under this Agreement secure and not disclose it to third parties, except as required by law.

Disclosure to Authorities – FAUBIX may disclose Input Data, usage logs, or other information (including that of End Clients) to the Federal Board of Revenue (FBR), Federal Investigation Agency (FIA), Directorate General of Intelligence & Investigation (I&I), or any other competent governmental, regulatory, or law-enforcement authority, where such disclosure is:

• Required by applicable law, regulation, or court/administrative order; or
• Necessary for investigation or enforcement of tax, anti-money-laundering, cybercrime, or other statutory obligations.

7. ACCESS

FAUBIX may access Partner accounts and Customer's accounts for:

• Technical troubleshooting
• System maintenance

Such access will be limited to the necessary scope and carried out under FAUBIX's confidentiality obligations.

8. BREACH PENALTY / LIQUIDATED DAMAGES

The Partner acknowledges that the following acts constitute material breaches:

• Unauthorized sharing of access credentials – PKR 1,000,000 penalty per incident
• Reverse engineering or unauthorized copying – PKR 1,500,000 penalty per incident
• Circumventing security measures – PKR 2,000,000 penalty per incident

These penalties are in addition to actual damages, legal costs, and FAUBIX's right to terminate this Agreement immediately.

9. DISCLAIMER OF ADVICE AND RESPONSIBILITY FOR CLIENTS

The Partner acknowledges that FAUBIX is not a law firm, tax consultancy, or financial advisory service, and does not provide legal, tax, accounting, or compliance advice of any kind.

The Partner shall be solely responsible for:

• Advising and guiding its clients regarding tax filings, compliance obligations, and application of FBR rules, SROs, or exemptions;
• The accuracy, completeness, and legality of all data entered by its clients into the FAUBIX Platform; and
• Ensuring that its clients meet all obligations under applicable tax and regulatory laws.

FAUBIX shall have no liability for:

• Any incorrect or incomplete data submitted by the Partner or its clients,
• Misapplication of SROs, exemptions, or tax rules by the Partner or its clients, or
• Any penalties, fines, audits, or adverse consequences faced by the Partner or its clients in connection with tax filings or compliance failures.

The Partner agrees to indemnify and hold harmless FAUBIX from any claims, damages, penalties, or liabilities arising out of its clients' non-compliance, inaccurate data, or reliance on the Platform as a substitute for tax or legal advice.

10. FLOW-DOWN OF TERMS TO END CLIENTS

The Partner acknowledges and agrees that all clients to whom it provides access to the FAUBIX Platform ("End Clients") shall be subject to FAUBIX's Terms and Conditions and Privacy Policy, as amended from time to time.

The Partner shall ensure that End Clients:

• Receive, review, and accept FAUBIX's Terms and Conditions and Privacy Policy before being granted access to the Platform, whether directly or through the Partner's onboarding process.
• Comply with all obligations set forth in those documents as if they had entered into the agreement directly with FAUBIX.

Any breach of FAUBIX's Terms and Conditions or Privacy Policy by an End Client shall be deemed a breach by the Partner, in addition to being directly enforceable by FAUBIX against the End Client.

FAUBIX reserves the right, at its sole discretion, to suspend, restrict, or terminate an End Client's access to the Platform in the event of misuse, abuse, non-compliance, or breach of applicable terms.

11. LIMITATION OF LIABILITY

FAUBIX shall not be liable for any commitments, representations, or fees made by the Partner to its clients.

To the maximum extent permitted by law, FAUBIX's total liability under this Agreement shall not exceed the license fees paid by the Partner in the three (3) months preceding the claim.

12. TERM AND TERMINATION

This Agreement shall remain in effect for an initial term of [1 year], automatically renewable unless terminated.

Either Party may terminate with 30 days' written notice.

FAUBIX may terminate immediately in case of:

• Non-payment
• Breach of confidentiality or license restrictions
• Misuse or fraudulent activities

Upon termination, the Partner shall cease using the Platform and delete all FAUBIX materials.

Continuation of Service to End Clients – If this Agreement is terminated for any reason, FAUBIX shall have the unrestricted right, at its sole discretion, to:

• Continue providing access to the Platform for any End Clients previously onboarded by the Partner; and/or
• Transfer or reassign such End Clients to another Alliance Partner or to FAUBIX directly, without liability to the outgoing Partner.

The Partner shall not be entitled to any compensation, commission, or claim in respect of such End Clients after the effective date of termination.

Refund on Liquidation – If FAUBIX is dissolved, liquidated, or otherwise ceases to operate the Platform, FAUBIX (or its liquidator) shall refund to the Partner the pro-rated portion of any license fees or other amounts paid in advance for the unexpired period of service.

Such refund shall be the Partner's sole and exclusive remedy in connection with the liquidation or cessation of FAUBIX's business.

No refund shall be payable for amounts already earned or for periods during which services were provided.

13. FORCE MAJEURE

FAUBIX shall not be liable for failure or delay due to events beyond its reasonable control, including:

• FBR system/API downtime or discontinuation
• Regulatory changes affecting invoicing integration
• Power outages, server failures, cyberattacks, or natural disasters

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the Islamic Republic of Pakistan. Any disputes shall first be attempted through good-faith negotiations, then mediation, and if unresolved, submitted to the exclusive jurisdiction of the courts of Karachi, Pakistan.

15. MISCELLANEOUS

This Agreement does not create a partnership, joint venture, or employment relationship between the Parties.

No waiver of rights shall be valid unless in writing.

Any amendment to the commercial terms of this Agreement must be in writing and may be executed by:

• Wet-ink signatures;
• Scanned/PDF copies exchanged by email; or
• Secure electronic signature platforms (e.g., DocuSign, Adobe Sign).

FAUBIX may, from time to time, revise its Terms and Conditions, Privacy Policy, or other operational policies applicable to Partners or End Clients.

Such updates shall become effective upon publication on the FAUBIX Platform or official website (or on any later effective date stated in the notice).

Continued access to or use of the Platform by the Partner or its End Clients after the effective date constitutes acceptance of the updated terms.

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