SaaS Subscription and Terms of Service

1. Identification of the Parties, Clickwrap Acceptance, and Scope of Agreement

This Software as a Service Subscription Agreement and Terms of Service (hereinafter, the "Terms") governs the legal and commercial relationship between AHORRATECH, EIRL, an Individual Limited Liability Enterprise organized and existing under the laws of the Dominican Republic, with registered office in the Municipality of Esperanza, Valverde Province, Dominican Republic, and official email [email protected] (hereinafter, "AHORRATECH"), and any sole proprietor or legal entity that registers for, subscribes to, or uses the Ahorra POS cloud platform and its related services (hereinafter, the "Client" or the "Taxpayer").

By checking the acceptance box during account registration ("clickwrap"), accepting a user invitation, or using any module of Ahorra POS, the Client declares that they have read, understood, and freely, expressly, and unequivocally accepted these Terms, the Privacy Policy and Data Processing Agreement (DPA), the Service Level Agreement (SLA), and, when enabling fiscal features, the Digital Certificate Mandate and Custody Addendum. Pursuant to Articles 13 et seq. of Dominican Law No. 126-02 on Electronic Commerce, Documents and Digital Signatures, the electronic acceptance recorded alongside the IP address, UTC timestamp, SHA-256 cryptographic hash of the document, and browser user agent constitutes full legal proof of contractual consent with the same validity and enforceability as a handwritten signature.

The sole object of this agreement is the grant by AHORRATECH to the Client of a remote, limited, non-exclusive, non-transferable, non-sublicensable, and revocable access license to use the Ahorra POS cloud business software under a Software as a Service (SaaS) model, according to the subscribed commercial plan (Basic, Pro, or Plus) and subject to the timely payment of the applicable subscription fees.

2. Strictly Technological Nature of the Service and Absolute Tax and Accounting Disclaimer

AHORRATECH acts solely and exclusively as a cloud software provider (without holding status as a certifying entity or delegated issuer before the DGII, nor as a firm of certified public accountants, tax auditors, or legal advisors). Ahorra POS is a software tool for data processing, automated calculation, and electronic transmission that deterministically executes the instructions, parameters, and data entered by the Client and its authorized users.

Consequently, the Client acknowledges and agrees that it bears sole, exclusive, and non-delegable responsibility before the General Directorate of Internal Revenue (DGII) and any other competent authority for: (a) the accurate configuration of its Taxpayer Identification Number (RNC), legal name, trade name, fiscal address, and tax regime; (b) the tax classification of every product, good, or service in its catalog, including determining whether it is subject to the Tax on the Transfer of Industrialized Goods and Services (ITBIS) at the standard rate (eighteen percent), reduced rate (sixteen percent), zero percent export rate, or statutory exemption; (c) the proper selection of the Electronic Fiscal Receipt type (Series E e-CF: E31, E32, E33, E34, E41, E43, E44, E45, E46, E47) or Series B receipt in each sale, credit note, debit note, purchase, or minor expense transaction; (d) the lawful application of ITBIS and Income Tax (ISR) withholdings to third parties; and (e) the verification, accounting reconciliation, and final filing with the DGII Virtual Office (OFV) of data submission formats 606 (Purchases of Goods and Services), 607 (Sales of Goods and Services), 608 (Voided Receipts), monthly sworn ITBIS returns (IT-1), and annual Income Tax returns (IR-1 or IR-2).

Preliminary 606 (in .txt format), 607, and 608 (in .csv format) reports, sales books, income statements, and ITBIS and withholding reports generated by Ahorra POS are auxiliary drafts calculated in real time from the transactions recorded by the Client. The Client is strictly required to review and audit such files with its certified public accountant prior to uploading or filing them with the DGII. AHORRATECH assumes no liability whatsoever for accounting discrepancies, omitted revenue, disallowed deductions, or tax assessments resulting from erroneous or incomplete data entered by the Client.

3. Commercial Plans, Free Trial Period, Billing Cycles, and Suspension for Non-Payment

Ahorra POS is offered under three subscription plans (Basic, Pro, and Plus), whose operational limits on active users, cash registers, warehouses, and functional modules are detailed on the public Pricing page of the official AHORRATECH website. Upon completing initial self-service registration, the Client organization receives a one-time fifteen (15) calendar day free trial with Pro plan features enabled. Once the trial period expires without the Client activating and paying for a commercial plan, or upon the billing due date of an active subscription remaining unpaid, account access will transition to past-due or suspended status.

Subscription fees are billed in advance on monthly or annual cycles (equivalent to ten months of the monthly fee), in Dominican Pesos (DOP), and include applicable ITBIS in accordance with Dominican tax law. Payments made for ongoing monthly or annual billing periods are non-refundable, in whole or in part, in the event of early cancellation, non-use of the platform, or voluntary plan downgrade prior to the end of the contracted cycle.

In the event of non-payment upon the expiration of the billing cycle or any grace period granted by the platform, AHORRATECH is expressly authorized to restrict the Client account to read-only mode or temporarily suspend the issuance of new sales, purchase orders, expenses, and fiscal receipts until the outstanding balance is paid in full. The Client expressly agrees that technical suspension of the service due to default or non-payment constitutes the legitimate exercise of the defense of non-performance (exceptio non adimpleti contractus) and shall under no circumstances be construed as emergent damages, arbitrary business interruption, data hostage-taking, or unlawful retention of fiscal records.

4. Exemption for DGII Web Service Failures, Third Parties, and Contingency Mode Rules

The issuance, reception, validation, and status inquiry of Electronic Fiscal Receipts (e-CF) depend on the availability of external infrastructures beyond the control of AHORRATECH, including without limitation: the portals and Web Services of the DGII across its pre-certification (testecf), certification (certecf), and production (ecf) environments; registration authorities and certification entities accredited by INDOTEL; global cloud infrastructure and content delivery providers; and the local electrical power and internet connectivity at the Client establishment.

When the Ahorra POS server signs an e-CF or an Electronic Consumer Invoice Summary (RFCE for E32 invoices under two hundred fifty thousand Dominican pesos, DOP 250,000.00), an automated background worker manages its transmission to the DGII Web Services through a two-phase durable queue with progressive backoff retries (at intervals of one, five, fifteen, thirty, and sixty minutes) and prior trackId reconciliation to prevent duplicate submissions, issuing preventive alerts at twenty-four (24) and sixty (60) hours ahead of the maximum seventy-two (72) hour regulatory deadline.

Pursuant to Law No. 32-23 and Decree No. 587-24, Ahorra POS provides two technical contingency modes whose timely activation, monitoring, and regularization are the sole responsibility of the Client: (1) Connectivity contingency (mode without internet connection to the DGII), in which the system continues generating and signing e-CF XML files while printing the mandatory legend "e-CF issued in contingency mode" on the Printed Representation, queuing them for automatic transmission within seventy-two (72) hours after communication is restored; and (2) Contingency due to inability to generate e-CFs (Series B paper mode), permitted for a non-extendable maximum of fifteen (15) calendar days using Series B sequences (B01, B02, B11, B13, B14, B15) previously authorized to the Client, after which the Client has a maximum of thirty (30) calendar days to execute the regularization tool in Ahorra POS that issues and transmits replacement e-CFs carrying Modification Code 4. In both scenarios, it is the exclusive obligation of the Client to notify the start and end of contingency status within the DGII Virtual Office (OFV). AHORRATECH is fully released from liability for rejections, expiration of the 72-hour transmission window, expiration of the 15-day paper limit, or expiration of the 30-day regularization period when caused by Client inaction, expired or revoked digital certificates, exhausted sequence ranges, or prolonged outages of DGII services.

5. Total Exclusion of Indirect Damages and Tax Penalties, and Maximum Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY THE CIVIL AND COMMERCIAL LAWS OF THE DOMINICAN REPUBLIC, AHORRATECH, ITS EQUITY HOLDERS, MANAGERS, EMPLOYEES, AND INFRASTRUCTURE PROVIDERS SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EXPRESSLY INCLUDING: LOST PROFITS (LUCRO CESANTE), LOSS OF SALES OR REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR COMMERCIAL REPUTATION, NOR FOR FINES, LATE SURCHARGES, COMPENSATORY INTEREST, PECUNIARY PENALTIES, DISALLOWANCE OF TAX CREDITS, OR TEMPORARY OR PERMANENT CLOSURES OF COMMERCIAL ESTABLISHMENTS IMPOSED BY THE GENERAL DIRECTORATE OF INTERNAL REVENUE (DGII) PURSUANT TO ARTICLES 248, 253 ET SEQ. OF THE DOMINICAN TAX CODE (LAW NO. 11-92) AND LAW NO. 32-23.

WITHOUT PREJUDICE TO THE PROVISIONS OF THE SERVICE LEVEL AGREEMENT (SLA) ESTABLISHING SERVICE CREDITS AS THE SOLE AND EXCLUSIVE REMEDY FOR AVAILABILITY INTERRUPTIONS, THE TOTAL AND AGGREGATE CONTRACTUAL AND EXTRA-CONTRACTUAL LIABILITY OF AHORRATECH FOR ANY CLAIM, DEMAND, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF AHORRA POS SHALL BE STRICTLY LIMITED, AS AN ABSOLUTE MAXIMUM CAP (LIABILITY CAP), TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO AHORRATECH FOR SOFTWARE SUBSCRIPTION FEES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. IF THE EVENT OCCURS DURING THE FREE TRIAL PERIOD, THE MAXIMUM AGGREGATE LIABILITY OF AHORRATECH SHALL BE ZERO DOMINICAN PESOS (DOP 0.00).

6. Acceptable Use Policy (AUP) and Grounds for Immediate Termination Without Refund

The Client agrees to use Ahorra POS in strict compliance with Dominican law, public policy, and good morals. It is strictly prohibited to: (a) use the platform to simulate non-existent commercial transactions, issue fraudulent or sham electronic fiscal receipts, evade taxes, or commit tax offenses penalized under Law No. 11-92 and Law No. 32-23; (b) upload digital certificates (.p12 or .pfx) belonging to third parties without a valid legal mandate, or use RNC numbers or e-NCF sequences not authorized to the organization; (c) execute denial-of-service attacks, unauthorized penetration testing, reverse engineering, automated scraping, circumvention of Turnstile controls, or abuse of API rate limits and public e-CF reception endpoints; and (d) host or transmit malicious code or violate the provisions of Law No. 53-07 against High-Technology Crimes and Offenses.

Any breach of the prohibitions set forth in this Acceptable Use Policy shall entitle AHORRATECH to immediately suspend or terminate the Client account as of right, without prior notice of default or judicial intervention, and without any right to a refund of fees paid for the current billing cycle, while AHORRATECH reserves the right to preserve immutable audit logs and make them available to the Public Prosecutor, the High-Technology Crime Investigation Department (DICAT), or the General Directorate of Internal Revenue (DGII) upon competent legal request.

7. Intellectual Property, Amendments, Governing Law, and Exclusive Jurisdiction

All intellectual and industrial property rights in and to the source code, hexagonal architecture, XML signing algorithms, user interface designs, trademarks ("AhorraTech" and "Ahorra POS"), logos, and documentation belong exclusively to AHORRATECH, EIRL, protected under Dominican Copyright Law No. 65-00 and Industrial Property Law No. 20-00. The Client retains exclusive ownership at all times over its commercial data, product catalogs, and fiscal receipts.

AHORRATECH may update these Terms to reflect regulatory changes issued by the DGII or platform enhancements, notifying the new version through the platform or via the registered email address of the Client administrator. This agreement is governed by and construed in accordance with the laws of the Dominican Republic. For any dispute, litigation, or claim arising out of or relating to the interpretation, performance, or termination of these Terms, the parties expressly and exclusively submit to the jurisdiction and venue of the Ordinary Courts of Valverde Province, Dominican Republic, with the Client waiving any other venue or jurisdiction that might correspond to it by reason of its present or future domicile.