Effective: 15 October 2026 · Version: 1.1
Published in English.
1. Who this agreement is between
These Terms are an agreement between:
Mivi Tech Labs L.L.C., a Wyoming limited liability company, registered address 30 N. Gould Street, Sheridan, Wyoming 82801, USA ("we", "us", "BinaFlo")
and
the company that subscribes to BinaFlo ("you", "the Customer").
We have no office, branch, establishment, agent or commercial registration in the Sultanate of Oman. We supply BinaFlo from outside Oman. Nothing in these Terms creates an establishment, a permanent establishment, a branch or a commercial agency in Oman.
BinaFlo is supplied to businesses only. It is not offered to consumers or for personal use.
2. Accepting these Terms
2.1 You accept these Terms by clicking to accept them, by creating an account, or by using BinaFlo — whichever happens first. Under Articles 69 and 70 of the Civil Transactions Law (Royal Decree 29/2013), consent may be expressed in writing, by a commonly used sign, or by conduct, and no writing requirement applies to an ordinary commercial contract. Acceptance online is binding.
2.2 The person who accepts confirms they are authorised to bind the Customer. If you are not, do not accept.
2.3 These Terms, the Privacy Policy and the Data Processing Agreement together form the whole agreement. If they conflict, the Data Processing Agreement prevails on anything concerning personal data, and these Terms prevail on everything else.
3. What you get
3.1 We grant you a non-exclusive, non-transferable, revocable right to access and use BinaFlo for your own internal business operations, for as long as your subscription is paid and current, up to the user limit of your plan.
3.2 BinaFlo is a hosted service, not software you own. You are not buying a copy, and no copy is delivered to you. This is a contract for services, not for the sale of goods.
3.3 The subscription covers: access for your authorised users, the modules included in your plan, storage within the limits published on our pricing page, transactional email sent by the system, and the support described in clause 13.
3.4 You may not: copy, modify, decompile, reverse engineer or attempt to derive the source code; resell, sublicense, rent or run a service bureau on it; remove or obscure any proprietary notice; use it to build a competing product; or give access to anyone other than your authorised users.
3.5 Each user account is for one named individual. Sharing credentials is a breach of these Terms and compromises the audit trail you may later need to rely on.
4. Who may subscribe
You may subscribe only if all of the following are true:
4.1 You are a company or establishment duly registered in the Sultanate of Oman, holding a valid commercial registration.
4.2 You hold a valid Omani VAT registration number. See clause 9.3 — this is a condition of subscription and not a formality.
4.3 Neither you, nor any person owning 50% or more of you, nor any of your directors, is subject to sanctions administered by the United States Office of Foreign Assets Control, the United Nations, the European Union or the United Kingdom. See clause 25.
4.4 You are subscribing for your own business use.
We may verify any of this, and may refuse or close an account that does not meet it.
5. Your account
5.1 You are responsible for everything done under your account, including by your users.
5.2 Keep credentials confidential. Tell us immediately at support@binaflo.com if you suspect unauthorised access.
5.3 You must remove access promptly for anyone who leaves your organisation. We provide the controls; using them is your responsibility.
5.4 We will never ask you for your password. Anyone who does is not us.
6. Your data is yours
6.1 All data you or your users enter into BinaFlo — employee records, attendance, payroll, invoices, projects, documents, everything — remains your property. We claim no ownership.
6.2 We process it only to provide the service, to support you, and as set out in the Data Processing Agreement. We do not sell it, mine it, share it with third parties for their own purposes, or use it to train machine learning models.
6.3 You can export your data from within the application at any time, in open formats, without asking us.
6.4 You warrant that you have the right to put the data into BinaFlo, and that doing so does not infringe anyone's rights or breach any law that applies to you.
6.5 Everything in BinaFlo other than your data — the software, interface, design, documentation, trade marks and the name BinaFlo — is ours or our licensors'. Nothing here transfers any of it to you.
7. What you are responsible for
BinaFlo is a tool. The obligations below are yours under Omani law and remain yours.
7.1 Accuracy. You are responsible for the accuracy of everything entered — employee details, wage rates, bank account numbers, attendance, hours. We calculate on what you give us. We do not verify it and we cannot.
7.2 Employment law. Meeting the Labour Law (Royal Decree 53/2023) — working hours, overtime, leave, end-of-service gratuity, wage payment deadlines — is your obligation as employer. BinaFlo helps you calculate and record; it does not discharge the duty.
7.3 Wage Protection. Paying wages on time through the Wage Protection System (Ministerial Decision 729/2024) is your obligation. BinaFlo generates a WPS file from the data you enter. Check it before you submit it to your bank. We are not responsible for a rejected or incorrect file caused by incorrect data, nor for late payment.
7.4 Tax. Your own VAT obligations under Royal Decree 121/2020, including registration, invoicing, filing and e-invoicing under the Fawtara mandate, are yours. BinaFlo applies the VAT rate you configure to the amounts you enter.
7.5 Social protection. Contributions and registrations under Royal Decree 52/2023 are yours.
7.6 Omanisation. Meeting your Omanisation obligations is yours. BinaFlo reports percentages from the data you enter.
7.7 Data protection. In respect of your employees', workers', customers' and suppliers' data, you are the controller and we are your processor. Your obligations as controller under the PDPL — including having a lawful basis, giving notice, appointing a Data Protection Officer under Article 20, and obtaining express consent to transfers outside Oman under Article 23 and Executive Regulation Articles 37–40 — are yours. The Data Processing Agreement sets out what we do to support you.
8. Acceptable use
You may not use BinaFlo to: violate any applicable law; store or transmit malicious code; attempt to gain unauthorised access to the service, to other customers' data, or to our infrastructure; test, scan or probe our systems without our prior written consent; send unsolicited bulk messages; impersonate anyone; store personal data you have no lawful basis to hold; or place unreasonable load on the service through automated means.
We may suspend immediately and without notice if we reasonably believe this clause is being breached.
9. Fees, VAT and payment
9.1 Fees are those published on our pricing page or in your order, in Omani Rial (OMR), payable in advance for each billing period.
9.2 Fees are exclusive of tax.
9.3 VAT — a valid VATIN is a condition of subscribing.
You must give us a valid Omani VAT registration number at signup and keep it valid. We may verify it and re-verify it at any time.
We are a non-resident supplier with no place of residence in Oman or in any GCC State. Where you are a taxable person in Oman, Article 20 of the VAT Law (Royal Decree 121/2020) applies the reverse charge mechanism: you are treated as having supplied the services to yourself and you account for the VAT. We do not charge VAT on our invoices to you and our invoices will state that the reverse charge applies.
You undertake to account for that VAT correctly.
If your VAT registration lapses, is cancelled, or was never valid, tell us within 7 days. We may then suspend the account, terminate the subscription, or charge VAT and recover from you any tax, interest or penalty that arises. You indemnify us for any liability arising from a VATIN you gave us that was invalid or inaccurate.
9.4 Payment is due on the invoice date unless the invoice says otherwise. Overdue amounts may carry interest at 1% per month or the maximum permitted by law, whichever is lower.
9.5 Fees are non-refundable except where these Terms say otherwise, or where Omani law requires a refund. Cancelling mid-term does not entitle you to a refund of the unused portion, except under clause 12.4 or clause 8 of the Privacy Policy (withdrawal of transfer consent).
9.6 Price changes. We may change prices with at least 60 days' written notice. The change takes effect at your next renewal. If you do not accept it, you may terminate before it takes effect and we will refund any prepaid fees for the period after termination.
9.7 Withholding tax: if you are required by Omani law to withhold tax from a payment to us, you will give us the certificate of deduction, and you will gross up the payment so that we receive the amount we would have received without the withholding.
10. Trial
10.1 New accounts may be offered a trial period. The trial is provided on an "as-is" basis, with no warranty and no service commitment.
10.2 At the end of the trial, the account is suspended unless you subscribe. Data from an unconverted trial is deleted 30 days after the trial ends. Export anything you want to keep.
10.3 One trial per company. We may refuse or end a trial at our discretion.
11. Suspension
11.1 We may suspend your access to the whole service if:
- any amount is more than 14 days overdue, and we have given you 7 days' written notice and you have not paid;
- we reasonably believe clause 8 is being breached, in which case suspension may be immediate;
- there is a security threat to the service or to other customers, in which case suspension may be immediate;
- you cease to hold a valid Omani VAT registration (clause 9.3) or a valid commercial registration;
- we are required to by law.
11.2 Suspension for non-payment does not end the agreement, does not stop fees accruing, and does not delete your data. Access is restored when the amount is paid in full.
11.3 We will restore access promptly once the cause is resolved, and in the case of a security suspension we will tell you what we found.
12. Term, renewal and termination
12.1 The subscription runs for the period in your order and renews automatically for further equal periods unless cancelled.
12.2 You may cancel at any time, in the application or by writing to support@binaflo.com, effective at the end of the current billing period. There is no cancellation fee.
12.3 We may terminate on 60 days' written notice for convenience, refunding prepaid fees for the unused period.
12.4 Either party may terminate immediately if the other commits a material breach and fails to remedy it within 30 days of written notice, or becomes insolvent or subject to bankruptcy or liquidation proceedings.
12.5 On termination:
- your access ends at the end of the paid period, or immediately if we terminated for your material breach;
- your data remains available for export for 90 days;
- after 90 days we delete or irreversibly anonymise it, except where we must keep it under clause 10 of the Privacy Policy — chiefly accounting records for 10 years under Omani tax law, which requires tax invoices and accounting records to be retained for 10 years from the end of the tax year in which the return is filed;
- clauses 6.5, 9, 14, 15, 16, 17, 18, 24 and 25 survive.
12.6 Export your data before you cancel. The 90-day window is a courtesy we intend to honour; do not make it your only copy.
13. Availability and support
13.1 We aim for 99.5% monthly availability, excluding planned maintenance notified at least 48 hours in advance, and excluding failures caused by your systems, your network, or events under clause 21.
13.2 We do not offer a service credit regime and we do not pretend to. If availability falls materially below this over a sustained period, clause 12.4 gives you a way out.
13.3 Support is by email to support@binaflo.com, Sunday to Thursday. We aim to respond within one working day. Support covers use of the software; it is not legal, tax, accounting or HR advice.
13.4 We may modify or discontinue features. If we remove a feature material to your use, we will give at least 60 days' notice, and you may terminate under clause 12.4 without the cure period if the removal materially reduces the value of the services provided under your subscription.
13.5 We back up daily and hold backups offsite in encrypted form. Backups are our disaster recovery mechanism, not your archive. We do not guarantee restoration of individual records you delete yourself.
14. Warranties and disclaimers
14.1 We warrant that we will provide the service with reasonable skill and care, and that we have the right to grant the rights in clause 3.
14.2 THIS IS A CONTRACT FOR SERVICES AND NOT FOR THE SALE OF GOODS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN CLAUSE 14.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT OR NON-INFRINGEMENT.
14.3 WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT IT WILL MEET YOUR REQUIREMENTS.
14.4 Nothing in this clause excludes liability for fraud, fraudulent misrepresentation, or anything that cannot lawfully be excluded under Omani law.
15. What BinaFlo is not
15.1 BinaFlo is not certified, approved, accredited, endorsed or licensed by any authority of the Sultanate of Oman or of any other country. No government body has reviewed it. Where the software or our materials use words such as "compliant", "certified" or "verified", they describe what the software attempts to do based on our reading of the law at the time of writing — they are not a certification by anyone and must not be presented to a regulator, an auditor or a court as one.
15.2 We are not your lawyer, accountant, tax adviser or HR adviser. Calculations for gratuity, overtime, VAT, social insurance and Omanisation are produced from the data you enter and from settings you control. Check them against the current law and against professional advice before you rely on them.
15.3 The law changes. We try to keep the software current, but we do not warrant that it reflects the law as it stands on any given day, and we are not liable for a calculation that becomes incorrect because the law changed.
15.4 Outputs — invoices, WPS files, payroll registers, reports — are drafts for your review. You are responsible for checking them before submitting anything to a bank, an employee or an authority.
15.5 BinaFlo is not an accounting system of record. It does not maintain a general ledger, a chart of accounts or statutory financial statements, and it does not replace the accounting records you are required to keep.
16. Limitation of liability
16.1 Neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data (other than our obligation to maintain backups under clause 13.5), however caused, even if advised of the possibility.
16.2 Our total aggregate liability arising out of or in connection with this agreement, in contract, tort, breach of statutory duty or otherwise, is limited to the total fees you actually paid us in the 12 months immediately before the event giving rise to the claim.
16.3 Where no fees have been paid — during a trial — our total aggregate liability is OMR 100.
16.4 Clause 16.2 does not limit your obligation to pay fees due, your liability under clause 17, your liability under clause 9.3, or either party's liability for fraud, wilful misconduct, or anything that cannot lawfully be limited under Omani law.
16.5 In particular, and without limiting the above, we are not liable for: fines, penalties or interest imposed on you by any authority; wages paid late or incorrectly; a rejected or incorrect WPS file; an incorrect tax filing; an employment claim; or any loss arising from data you entered incorrectly.
16.6 You must bring any claim within 12 months of becoming aware of the circumstances giving rise to it.
17. Indemnity
17.1 You indemnify us against any claim, loss, liability, penalty or cost (including reasonable legal fees) arising from: your breach of these Terms; data you put into BinaFlo that you had no right to put there; your breach of the PDPL, the Labour Law, the VAT Law or any other law applicable to you; your use of an output without checking it; and any claim by your employee, worker, customer or supplier relating to data you control.
17.2 We indemnify you against any third-party claim that BinaFlo, used as permitted, infringes that third party's intellectual property rights, provided you notify us promptly, let us control the defence, and give reasonable cooperation. This is the sole remedy for infringement, and clause 16.2 applies to it.
17.3 Our indemnity does not apply where the claim arises from your data, from modifications not made by us, from use in combination with something we did not supply, or from use after we told you to stop.
18. Confidentiality
18.1 Each party will keep the other's confidential information confidential, use it only for this agreement, and protect it with at least the care it uses for its own.
18.2 This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law — in which case the disclosing party gives notice where legally permitted.
18.3 This obligation survives termination for 5 years. Your data is protected for as long as we hold it, without time limit.
19. Data protection
19.1 Where we process personal data on your behalf, the Data Processing Agreement applies and forms part of this agreement. You are the controller; we are the processor.
19.2 Evidence of lawful processing — required by Article 10bis(d) of the PDPL.
Article 10bis(d) of the Personal Data Protection Law (Royal Decree 6/2022, as amended by Royal Decree 68/2026) permits processing personal data in execution of a contract to which the data subject is a party, provided that the contract includes evidence that the processing of personal data is done in accordance with the provisions of that law. This clause is that evidence.
Both parties record and agree that:
(a) personal data processed under this agreement is processed only for the purposes set out in the Data Processing Agreement, and for no other purpose;
(b) processing is limited to what is necessary for those purposes, and the data collected is adequate, relevant and not excessive;
(c) technical and organisational security measures meeting the standard required by Article 13 of the Law are applied, as described in clause 9 of the Privacy Policy and Schedule 2 of the Data Processing Agreement;
(d) data subjects' rights under Articles 11 and 14 of the Law are respected, and the Data Processing Agreement sets out the mechanism by which we assist you in meeting requests within the period required;
(e) personal data breaches are notified in accordance with Article 19 of the Law and Articles 30 and 32 of the Executive Regulation, within 72 hours;
(f) transfers outside the Sultanate of Oman are made only in accordance with Article 23 of the Law and Articles 37 to 40 of the Executive Regulation, including the data subject's express consent, recipient guarantees of protection not less than the standard required by the Law, and a documented transfer impact assessment under Article 39;
(g) each party has appointed a Data Protection Officer as required by Article 20 of the Law and has published the contact details;
(h) personal data is retained no longer than the periods set out in clause 10 of the Privacy Policy and Schedule 3 of the Data Processing Agreement, and is then deleted or irreversibly anonymised.
19.3 You warrant that you have a lawful basis for every category of personal data you put into BinaFlo, that you have given the notice your data subjects are entitled to, and that you have obtained their express consent to the transfer of their personal data outside Oman as Executive Regulation Articles 37–40 require. We cannot obtain that consent on your behalf, because we do not have a relationship with your employees.
19.4 Each party will cooperate with the other, and with the Ministry of Transport, Communications and Information Technology, as Article 18 of the Law requires.
20. Third-party services
BinaFlo relies on third-party infrastructure listed in the Privacy Policy and the Data Processing Agreement. We choose them with care and contract them to protect your data, but we are not liable for their acts or omissions beyond the limits in clause 16. If you connect BinaFlo to a third-party service of your own choosing, that service's terms govern it and we are not responsible for it.
21. Events outside our control
Neither party is liable for failure or delay caused by something beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, act of government, sanctions, change of law, failure of a public telecommunications network, failure of a third-party infrastructure provider, or a cyber-attack not caused by that party's failure to maintain reasonable security.
If it continues more than 30 days, either party may terminate on written notice and we will refund prepaid fees for the unused period.
22. Changes to these Terms
22.1 We may change these Terms. We publish the new version with a new version number and effective date.
22.2 For a material change — one that reduces your rights, increases your obligations, or changes fees — we give at least 60 days' written notice by email and in the application.
22.3 If you do not accept a material change, you may terminate before it takes effect and we will refund prepaid fees for the unused period. Continuing to use BinaFlo after the effective date means you accept it.
22.4 We do not treat silence or continued use as consent where the PDPL requires express consent. That is asked for separately.
23. General
23.1 Assignment. You may not assign without our written consent, not unreasonably withheld. We may assign to a successor in a merger, acquisition or sale of substantially all assets, on notice to you.
23.2 No agency. Nothing creates a partnership, joint venture, employment or agency relationship. Neither party is the commercial agent of the other, and nothing here is intended to create a commercial agency within the meaning of Royal Decree 26/77 as amended.
23.3 Notices. To us: support@binaflo.com and the registered address in clause 1. To you: the email on your account. Email notice is effective the next working day.
23.4 Severability. If any provision is held invalid, the rest continues, and the invalid provision is replaced by a valid one closest to the original intent.
23.5 No waiver. Failure to enforce is not a waiver.
23.6 Entire agreement. These Terms, the Privacy Policy, the Data Processing Agreement and your order form the whole agreement, and supersede anything said before. Neither party relies on any statement not written here, except that nothing excludes liability for fraudulent misrepresentation.
23.7 Language. This agreement is published in English.
24. Governing law and disputes
24.1 This agreement is governed by the laws of the Sultanate of Oman.
24.2 Talk first. Before starting arbitration, a party must give written notice of the dispute, and both parties will try in good faith to resolve it within 30 days. This does not prevent either party from seeking urgent interim relief, or us exercising the suspension rights in clause 11.
24.3 Arbitration. Any dispute not resolved under 24.2 is finally settled by arbitration under the Rules of the Oman Commercial Arbitration Centre (OAC), established by Royal Decree 26/2018, and the Law of Arbitration in Civil and Commercial Disputes (Royal Decree 47/1997).
- Seat: Muscat, Sultanate of Oman
- Arbitrators: one
- Language: English, with Arabic documents admitted without translation
- The award is final and binding, and may be enforced in any court of competent jurisdiction
24.4 Small claims. Either party may bring a claim for an amount below OMR 2,000 before the competent Omani courts instead of arbitration. Arbitration should not cost more than the dispute.
24.5 Nothing in this clause prevents either party from applying to a court for an interim or protective measure.
24.6 Agreeing to Omani law and a Muscat seat does not constitute an establishment, branch, permanent establishment or commercial registration of Mivi Tech Labs L.L.C. in Oman, and neither party will assert otherwise.
25. Export control and sanctions
25.1 We are a United States person and are bound by US export control and sanctions law, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control, on a strict-liability basis.
25.2 You represent and warrant that neither you, nor any person owning 50% or more of you, nor any of your directors or officers, is a person designated on the OFAC Specially Designated Nationals list, or subject to sanctions of the United Nations, the European Union or the United Kingdom; and that you will not use BinaFlo for the benefit of any such person, or in or for the benefit of any country subject to comprehensive sanctions.
25.3 You will not export, re-export or transfer BinaFlo, or access to it, in breach of any applicable export control law.
25.4 We may suspend or terminate immediately, without liability, if we reasonably believe this clause is breached or that continuing would put us in breach of any applicable law. This is one of the few circumstances in which we may act without notice.
BinaFlo is a product of Mivi Tech Labs L.L.C., Wyoming, USA. Version 1.0, effective 15 October 2026. Questions: support@binaflo.com · Privacy: privacy@binaflo.com