Terms of Service

Effective: 2026-06-04 · Version 2 · Last reviewed: 2026-06-04

These Terms of Service (the "Terms") form a binding agreement between the legal entity or individual subscribing to the Service (the "Customer", "you") and Clarity Software Solutions LLC (شركة كلاريتي لحلول البرمجيات ش.ذ.م.م.) ("AuditFlow", "we", "us"), with its registered office at Office 208, Plus Mall, South Investors District, Fifth Settlement, New Cairo, Cairo, Egypt (مكتب 208، بلس مول، المستثمرين الجنوبية، التجمع الخامس، القاهرة الجديدة، القاهرة، مصر), governing access to and use of the AuditFlow Internal Audit ERP service made available at www.audit-flow.net (the "Service"). By creating an account, accessing a workspace, signing an order form, or otherwise using the Service, you confirm that you have read, understood, and agreed to these Terms.

1. Eligibility and authority to bind

You may use the Service only if you are at least 18 years old and have the legal capacity to enter into a binding contract under the law that applies to you. If you are accepting these Terms on behalf of a legal entity (your employer or organisation), you represent that you have the authority to bind that entity, in which case "Customer" and "you" refer to that entity. If you do not have that authority, you must not access or use the Service.

2. The Service

The Service is a multi-tenant, cloud-hosted internal-audit ERP that helps internal-audit teams plan, execute, document, distribute, and follow up on internal audits. The specific features available to a given Customer depend on the subscription tier selected at sign-up or in the order form, and on configuration choices made by the Customer's administrator. AuditFlow may, from time to time, modify, add, or remove features in accordance with section 18.

3. Accounts, administrators, and users

The Customer's first registered user becomes the Customer's super-administrator and is the principal authorised user (the "Administrator"). The Administrator invites further users to the workspace via the in-app User Management screen, each of whom must complete the email-verification activation flow before they can sign in.

The Customer is responsible for:

Keeping all credentials confidential and not sharing accounts between individuals;
Configuring multi-factor authentication, the password policy, the session-timeout envelope, and the optional IP allowlist consistently with the Customer's own internal security policy;
Promptly deactivating users who no longer require access (the User Management screen provides one-click deactivation);
The lawful provenance of all data uploaded to the workspace, including the right to disclose it to AuditFlow as a processor; and
All acts and omissions of its users in the workspace as if they were the Customer's own acts and omissions.

4. Acceptable use

You agree that you will not, and will not permit any user under your account to:

Attempt to access, study, modify, or extract data from any tenant other than your own;
Probe, scan, or test the vulnerability of any AuditFlow system, or breach any security or authentication measure, except as authorised in writing in advance or as permitted by our Security Policy for responsible disclosure;
Disrupt, interfere with, or impose an unreasonable load on the Service, including by automated means;
Reverse-engineer, decompile, disassemble, or attempt to derive the source code of any hosted component of the Service (researching the publicly-released codebase under its own licence is not restricted by these Terms);
Use the Service to store, process, transmit, or distribute content that is unlawful in any jurisdiction in which you or your users are located, that infringes intellectual-property rights, that is defamatory, obscene, harassing, or otherwise tortious;
Use the Service to send unsolicited communications, spam, phishing, or any other deceptive content;
Use the AI-assisted features to produce audit conclusions that are not independently reviewed by a qualified human auditor — see section 7;
Misrepresent the source of any communication originating from the Service.

We reserve the right to suspend access without prior notice if we reasonably suspect any of the above conduct or that continued access threatens the security or integrity of the Service; we will contact you promptly after suspension to seek resolution.

5. Customer data and licence

5.1 Ownership

As between AuditFlow and the Customer, the Customer owns and retains all right, title, and interest in and to all data, files, content, configurations, and other materials that the Customer or its users upload to, generate within, or transmit through the Service ("Customer Data"). AuditFlow acquires no right, title, or interest in Customer Data other than the limited rights granted in this section.

5.2 Licence to AuditFlow

The Customer grants AuditFlow a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Service in accordance with these Terms, the Privacy Policy, and the DPA. This licence terminates on expiry of the wind-down period under section 12, except to the extent we are required by law to retain limited copies.

5.3 No access except as necessary

We will not access the Customer's tenant data except to (i) provide and support the Service, (ii) investigate a security incident affecting the tenant, (iii) comply with a binding legal order (with prior notice to the Customer where lawful), or (iv) prevent imminent harm to a natural person. Every super-administrator access to a tenant is recorded in the append-only super-admin audit log described in our Trust portal.

6. Intellectual property

AuditFlow and its licensors own and retain all right, title, and interest in and to the Service, including all underlying software, user interface designs, documentation, trade marks (including the AuditFlow name and logo), and any feedback or suggestions provided by the Customer (which the Customer hereby assigns to AuditFlow on a perpetual, royalty-free basis). Nothing in these Terms transfers any of that intellectual property to the Customer, save for the limited right to use the Service for the Customer's internal business purposes during the subscription term.

7. AI-assisted features

Certain features of the Service generate draft text (for example a suggested risk description, a draft finding, an executive-summary paragraph) using a third-party large-language-model service. AI-generated content is decision support, not the decision. The Customer is solely responsible for the independent human review and acceptance of any such content before it is relied upon, reported, or distributed. We make no warranty as to the accuracy, completeness, or fitness for any particular purpose of AI-generated content.

Inputs sent to the AI sub-processor for inference are not retained by that sub-processor for training purposes; we have opted out of training-data retention. The list of sub-processors involved is set out in the Privacy Policy.

8. Confidentiality

Each party may receive information from the other that is identified as, or by its nature should reasonably be understood to be, confidential ("Confidential Information"). Customer Data is the Customer's Confidential Information; the Service's non-public technical details and pricing are AuditFlow's Confidential Information. The receiving party will (i) use Confidential Information only to perform under these Terms, (ii) protect it with the same degree of care it uses for its own confidential information of like importance, and in no case less than reasonable care, and (iii) not disclose it to any third party except to its employees, contractors, and advisers who are bound by equivalent confidentiality obligations. This clause does not apply to information that is or becomes public through no fault of the receiving party, was rightfully known before receipt, is rightfully received from a third party without a confidentiality obligation, or is independently developed without reference to the disclosing party's Confidential Information.

9. Privacy and data protection

Our processing of personal data is governed by our Privacy Policy, which is incorporated by reference. Where applicable law requires a written data-processing agreement between controller and processor, the DPA applies and, in the event of conflict between these Terms and the DPA on matters of personal-data processing, the DPA prevails.

10. Service availability and support

We target a monthly availability of 99.5 % for the production Service, calculated excluding scheduled maintenance windows announced at least 24 hours in advance, force majeure events, and outages caused by the Customer's own use or misconfiguration. We do not offer service credits for failure to meet this target on the standard subscription tier; enterprise customers may negotiate service-level commitments in their order form.

Standard support is provided by email at info@audit-flow.net during normal business hours in the time zone of our registered office. Enterprise support tiers, response times, and on-call coverage are set out in the order form.

11. Fees, taxes, and billing

11.1 Subscription tiers

The Service is offered under one of several subscription tiers (currently Starter, Professional, Business, Enterprise, and bespoke "Custom" tiers for larger deployments). Each tier defines a maximum number of named users the Customer is permitted to provision in its workspace (the "Seat Cap") and a flat subscription fee payable for each billing cycle. The Seat Cap is enforced technically: once it is reached, the Customer's Administrator cannot invite additional users until either an existing user is deactivated, or the Customer upgrades to a tier with a higher cap by contacting us at info@audit-flow.net.

11.2 Pricing and billing frequency

The applicable tier, Seat Cap, subscription fee, currency, and billing frequency for the Customer are agreed at sign-up and recorded against the Customer's account. Billing frequency is one of Monthly, Quarterly, Semi-Annually, or Annually; annual billing is the default and the recommended option, and may attract a discount disclosed at sign-up. Fees are payable in advance for each billing cycle.

11.3 Invoices and payment

We issue an invoice at the start of each billing cycle. Invoices are due within 30 days of issue. Late payments accrue interest at the lower of 1.5 % per month or the maximum rate permitted by applicable law. We may suspend the Service after 30 days of overdue balance following written notice to the Customer, and may terminate under section 12 if the balance remains unpaid after a further 30 days.

11.4 Mid-cycle changes

Upgrades to a higher tier or to a larger Seat Cap take effect immediately and are charged on a pro-rated basis for the remainder of the current billing cycle. Downgrades take effect at the start of the next billing cycle and are not refundable for the cycle in progress, except as required by applicable consumer-protection law.

11.5 Taxes

All fees are exclusive of any value-added tax, withholding tax, sales tax, or similar charge, which (if applicable) the Customer will pay in addition to the fees, or self-account for under the reverse-charge mechanism where the law so provides. Where the Customer is required by law to withhold any amount from the fees payable, the Customer will gross up such fees so that AuditFlow receives the amount it would have received absent the withholding.

11.6 Currency

Subscription fees are denominated in the currency agreed at sign-up, which may be Egyptian Pound (EGP), Saudi Riyal (SAR), UAE Dirham (AED), US Dollar (USD), or Euro (EUR). Currency conversion charges levied by the Customer's payment provider are borne by the Customer.

12. Term, suspension, and termination

These Terms come into force when the Customer first accesses the Service and continue for the subscription term selected at sign-up or set out in the order form, automatically renewing for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the renewal date.

Either party may terminate for cause if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice describing it in reasonable detail. AuditFlow may additionally terminate or suspend immediately on written notice if the Customer's use of the Service threatens its security or availability for other Customers, or if AuditFlow is required by law to do so.

12.1 Effect of termination

On termination or expiry:

The Customer's right to access the Service ends, but the Customer may, within 30 days of termination, request a one-time export of Customer Data in machine-readable form;
The Customer must pay all fees accrued through the effective date of termination;
After the 30-day export window expires, we will delete Customer Data in line with the backup-retention schedule documented in our Backup and DR runbook;
Sections that by their nature should survive termination (including 5–6, 8, 11, 13–24) will survive.

13. Warranty disclaimer

EXCEPT FOR ANY LIMITED WARRANTIES EXPRESSLY SET OUT IN AN ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. AUDITFLOW DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Nothing in these Terms excludes or limits any warranty, condition, or remedy that under the law applicable to the Customer cannot lawfully be excluded or limited.

14. Indemnification

14.1 By the Customer

The Customer will defend, indemnify, and hold harmless AuditFlow and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, action, fine, or proceeding (and the related costs, damages, and reasonable legal fees) arising out of or relating to (i) the Customer's or its users' breach of these Terms; (ii) the Customer Data, including any claim that the processing of the Customer Data infringes the intellectual-property or privacy rights of any third party; or (iii) the Customer's or its users' use of the Service in violation of applicable law.

14.2 By AuditFlow

AuditFlow will defend, indemnify, and hold harmless the Customer from and against any third-party claim alleging that the Service, as provided by AuditFlow and used by the Customer in accordance with these Terms, directly infringes that third party's registered intellectual-property rights. This indemnity does not apply to any claim arising from (i) the Customer Data, (ii) modifications made to the Service by anyone other than AuditFlow, (iii) use of the Service in combination with other products or services not supplied by AuditFlow where the claim would not have arisen but for such combination, or (iv) the Customer's continued use of an allegedly infringing version of the Service after AuditFlow has provided a non-infringing alternative.

14.3 Procedure

The indemnified party must (i) promptly notify the indemnifying party of the claim in writing, (ii) give the indemnifying party sole control of the defence and settlement (provided that no settlement may impose any non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld), and (iii) provide reasonable co-operation at the indemnifying party's expense.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, ANTICIPATED SAVINGS, GOODWILL, BUSINESS, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, IS CAPPED AT THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO AUDITFLOW UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The above caps and exclusions do not apply to:

The Customer's payment obligations under section 11;
Either party's confidentiality obligations under section 8;
The Customer's indemnity obligations under section 14.1;
Either party's liability for fraud, wilful misconduct, or gross negligence; or
Any liability that cannot be excluded or limited under applicable law.

16. Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events outside its reasonable control, including acts of God, natural disasters, war, civil unrest, terrorism, government action, epidemics, labour disputes, failure of public or third-party telecommunications or internet infrastructure, and failure of any sub-processor or cloud provider beyond what reasonable contingency planning would mitigate. The party affected will use reasonable efforts to resume performance as soon as practicable.

17. Export controls and sanctions

The Customer represents and warrants that (i) it is not located in, and is not a national or resident of, any country subject to comprehensive sanctions administered by the United Nations, the European Union, the United Kingdom, the United States, or the law of the country in which AuditFlow is incorporated; (ii) it is not on any list of sanctioned or restricted persons maintained by any of those authorities; and (iii) it will not use the Service in violation of applicable export-control or sanctions law. AuditFlow may terminate immediately on notice if any of these representations becomes untrue.

18. Changes to the Service and to these Terms

We may, in our reasonable discretion, modify the Service from time to time to improve features, reflect changes in technology or applicable law, or respond to security needs. Where a change materially reduces the functionality available to the Customer's then-current subscription tier, we will notify the Customer's Administrator at least 30 days in advance, and the Customer may terminate without penalty if the change has a material adverse effect on its use of the Service.

We may update these Terms from time to time. The current version is always posted at this URL. Where a change is material — including any change that increases fees, materially limits the Customer's rights, or adds material obligations — we will notify the Customer's Administrator in writing at least 30 days before the change takes effect. Continued use of the Service after that effective date constitutes acceptance.

19. Governing law and dispute resolution

These Terms are governed by, and will be construed in accordance with, the laws of Arab Republic of Egypt, without regard to its conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of Cairo Economic Court (المحكمة الاقتصادية بالقاهرة) in relation to any dispute arising out of or in connection with these Terms, save that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

20. Notices

All legal notices to AuditFlow must be in writing and sent to info@audit-flow.net and to the registered office address set out above. All notices to the Customer will be sent to the email of the registered Administrator on file. Notices are deemed received on the next business day after sending, provided that no delivery-failure notice has been received by the sender.

21. Assignment

The Customer may not assign or transfer these Terms or any of its rights or obligations hereunder, in whole or in part, without AuditFlow's prior written consent. AuditFlow may assign these Terms without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, on prior written notice to the Customer. Any purported assignment in breach of this clause is void.

22. Severability, waiver, and entire agreement

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if no such modification is possible, severed, and the remaining provisions will continue in full force. No waiver of any provision is effective unless in writing and signed by the waiving party, and no waiver of any breach is a waiver of any subsequent breach. These Terms, together with the Privacy Policy and (where signed) any DPA and order form, constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral.

23. Survival

All provisions of these Terms that by their nature should survive termination — including the licence-back of feedback in section 6, confidentiality, payment, warranty disclaimers, indemnification, limitation of liability, governing law, notices, and the provisions of this section 23 — will survive any expiry or termination of these Terms.

24. Contact

All commercial, operational, billing, and legal communications should be addressed to:

Clarity Software Solutions LLC (شركة كلاريتي لحلول البرمجيات ش.ذ.م.م.)
Office 208, Plus Mall, South Investors District, Fifth Settlement, New Cairo, Cairo, Egypt (مكتب 208، بلس مول، المستثمرين الجنوبية، التجمع الخامس، القاهرة الجديدة، القاهرة، مصر)
Email: info@audit-flow.net
Website: www.audit-flow.net

See also: Privacy Policy · Trust & Security