FlowQi Terms of Service

Effective date: 25 August 2026 · Version: 1.2 · Language: English (binding version)

These Terms of Service (the “Terms”) govern your access to and use of the FlowQi platform. Please read them carefully. By creating an account, signing an Order Form, starting a trial, activating a Free Plan, or otherwise using the Service, you agree to these Terms on behalf of the organisation you represent.

If you do not agree to these Terms, do not create an account and do not use the Service.

1. Definitions

1.1 In these Terms the following words have the meaning given here.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting rights.

“Agreement” means these Terms together with the applicable Order Form, the Schedules to these Terms, and the Privacy Notice, as described in Article 3.

“Customer”, “you” means the legal person or the natural person acting in the course of a profession or business that enters into the Agreement.

“Customer Data” means all data, files, text, and other content that you or your Users upload to, generate in, or transmit through the Service.

“Documentation” means the product documentation FlowQi makes generally available at flowqi.com and within the Service.

“FlowQi”, “we”, “us”, “our” means the contracting entity determined under Article 2.

“Free Plan” means the free version of the Service that FlowQi makes available at no subscription fee, subject to any applicable usage, feature, storage, or other limitations.

“Order Form” means the online sign-up flow, quotation, or written order that records your chosen plan, number of Users, term, and fees, where applicable.

“Paid Plan” means a paid subscription to the Service.

“Service” means the FlowQi software-as-a-service platform, including the web application, mobile applications, APIs, and any related support FlowQi provides.

“Subscription Term” means the applicable subscription period of a Paid Plan, including the initial term stated in the Order Form and each renewal term thereafter.

“Trial Period” means the fourteen (14) day evaluation period FlowQi offers to eligible customers before conversion to a Paid Plan or Free Plan, unless FlowQi states otherwise at the time of signup.

“User” means an individual you authorise to use the Service under your account, including your employees, contractors, and agents.

1.2 Headings are for convenience only. “Including” means “including without limitation”. References to days mean calendar days unless stated otherwise.

2. Who you are contracting with

2.1 Contracting entity. The FlowQi entity you contract with, the governing law, and the competent forum depend on where your organisation is established:

Choice of entity for Türkiye. If your organisation is established in Türkiye, you choose your contracting entity when you create your account. Choosing FlowQi International B.V. means Dutch law, the Utrecht forum, and Customer Data hosted in the EU/EEA. Choosing FlowQi, Inc. means Delaware law, the Delaware forum, and Customer Data hosted in the United States. Your choice is recorded in your account and, where one applies, in the Order Form, and it determines the entity referred to as FlowQi throughout these Terms. Schedule E applies in either case.

2.2 One agreement per account. Only one entity from the table above is your counterparty. References to “FlowQi” throughout these Terms mean that entity, and only that entity has obligations to you under the Agreement. The other entities named in these Terms are not parties to the Agreement.

2.3 Intellectual property holder. All intellectual property rights in the Service are held by FlowQi B.V., Australiëlaan 5, 3526 AB Utrecht, the Netherlands, Chamber of Commerce no. 92923860, and are licensed to your contracting entity with the right to sublicense to you. Article 5 describes the licence you receive.

2.4 Group companies. FlowQi may use its Affiliates and subcontractors to perform the Agreement. FlowQi remains fully responsible to you for their performance.

2.5 Business customers only. The Service is offered exclusively to organisations and to natural persons acting in the course of a profession or business. It is not offered to consumers. By entering into the Agreement you confirm that you are acting in the course of a profession or business, and you accept that mandatory consumer protection rules, including any statutory right of withdrawal, do not apply to the Agreement to the extent permitted by applicable law. FlowQi may ask you to evidence this and may terminate the Agreement under Article 12.9 if you cannot.

3. The Agreement

3.1 Schedules A, B, C, D, and E form an integral part of these Terms. The Agreement consists of the following documents, which apply in this order of precedence in the event of a conflict:

1. Schedule E, solely to the extent Article E.5 applies;
2. the applicable Order Form;
3. these Terms and Schedules A to D;
4. the Privacy Notice at flowqi.com/privacy-notice/;
5. the Documentation.

3.2 Your general terms and conditions, purchasing conditions, or any other terms you propose do not apply, and are expressly rejected, even if FlowQi does not object to them in a specific case.

3.3 Any deviation from these Terms is binding only if FlowQi has agreed to it in writing.

4. Account, Users and security

4.1 Registration. To use the Service you must create an account and provide accurate, complete, and current registration information. You are responsible for keeping that information up to date.

4.2 Age. Users must be at least 16 years old.

4.3 Named Users. Access is licensed per named User. Login credentials may not be shared between individuals. You may reassign a User seat to a different individual when the original User no longer needs access.

4.4 Your responsibility for Users. You are responsible for all activity that takes place under your account, and for your Users’ compliance with the Agreement, as if that conduct were your own.

4.5 Credentials. You must keep credentials confidential and use reasonable security measures, including multi-factor authentication where the Service offers it. You must notify FlowQi without undue delay, and no later than 24 hours after discovery, at security@flowqi.com if you suspect unauthorised access to your account.

4.6 Administrators. Users you designate as administrators can access, export, restrict, and delete the Customer Data of all Users in your account. You are responsible for who you appoint as an administrator.

5. The Service and your licence

5.1 Licence. For the applicable Trial Period, Free Plan period, or Subscription Term, FlowQi grants you a non-exclusive, non-transferable, non-sublicensable right for you and your Users to access and use the Service for your own internal business purposes, in accordance with the Agreement and the Documentation.

5.2 Reservation of rights. All rights not expressly granted are reserved. You receive a right of use only; no intellectual property rights in the Service are transferred to you.

5.3 Restrictions. You will not, and will not permit anyone else to:

a. copy, modify, translate, or create derivative works of the Service; b. reverse engineer, decompile, or disassemble the Service, except to the extent this is permitted by mandatory law and only after you have asked FlowQi in writing for the information you need and FlowQi has not provided it within a reasonable period; c. rent, lease, resell, sublicense, or make the Service available to any third party as a service bureau, other than as expressly agreed in an Order Form; d. remove or obscure any proprietary notice; e. use the Service to build a competing product or to benchmark it for publication without FlowQi’s prior written consent; or f. circumvent or exceed usage limits, or access the Service by any means other than the interfaces and APIs FlowQi provides.

5.4 Feedback. If you send FlowQi suggestions or ideas about the Service, FlowQi may use them without restriction and without owing you any compensation. FlowQi will not identify you as the source of such feedback without your consent.

6. Acceptable use

6.1 You and your Users must use the Service in accordance with the Acceptable Use Policy in Schedule A, which forms part of these Terms.

6.2 If FlowQi becomes aware of a breach of Schedule A, it may act under Article 14 (Suspension). Where FlowQi is legally required to remove or block content, or a court or competent authority orders it, FlowQi will do so and will inform you unless it is prohibited from doing so.

7. Customer Data

7.1 Ownership. As between you and FlowQi, you own all Customer Data and all intellectual property rights in it. FlowQi acquires no ownership of Customer Data.

7.2 Licence to FlowQi. You grant FlowQi a worldwide, royalty-free licence to host, copy, transmit, display, and process Customer Data to the extent necessary to provide, secure, maintain, and support the Service, and to comply with applicable law. This licence ends when the relevant Customer Data is deleted in accordance with Article 15, except to the extent retention is required by law.

7.3 Your warranties. You warrant that you have all rights, permissions, and lawful bases necessary for Customer Data to be processed through the Service, and that Customer Data does not infringe the rights of third parties.

7.4 Backups on your side. FlowQi makes backups as described in Schedule B, but those backups serve FlowQi’s own continuity purposes. They do not replace your own record-keeping obligations. You remain responsible for retaining copies of records you are legally required to keep.

7.5 Aggregated data. FlowQi may generate statistical and aggregated information about how the Service is used, and may use that information to operate, secure, maintain, and improve the Service. Such information will not identify you, your Users, or any individual, and will not contain or reveal Customer Data. FlowQi does not use Customer Data to train generally available machine learning models.

8. Data protection

8.1 In providing the Service, FlowQi processes personal data on your behalf. In doing so you are the controller and FlowQi is the processor within the meaning of Regulation (EU) 2016/679 ("GDPR"), or under equivalent applicable data protection law.

8.2 The data processing terms in Schedule C apply to that processing and constitute the written agreement required by Article 28(3) GDPR. Where FlowQi has entered into a separate data processing agreement with you, that separate agreement prevails over Schedule C.

8.3 FlowQi processes personal data as a controller in its own right for account administration, billing, security, fraud prevention, service communications, and marketing, where applicable. The Privacy Notice at flowqi.com/privacy-notice/ describes that processing.

8.4 Türkiye. Where you are established in Türkiye, or where the processing of personal data is subject to the Turkish Personal Data Protection Law no. 6698 ("KVKK"), Schedule E applies in addition to Schedule C and prevails over Schedule C to the extent set out in Article E.5.

8.5 Other jurisdictions. Where Schedule C refers to the GDPR and the GDPR does not apply to the processing, those references are read as references to the equivalent provisions of the data protection law that does apply, and the equivalent obligations under that law apply.

9. Confidentiality

9.1 Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The Service, the Documentation, and non-public pricing are FlowQi’s Confidential Information.

9.2 The receiving party will use Confidential Information only to perform the Agreement, will protect it with at least the care it uses for its own confidential information and in any event with reasonable care, and will disclose it only to personnel and subcontractors who need it and who are bound by confidentiality obligations at least as protective as these.

9.3 These obligations do not apply to information that:

a. is or becomes public without breach of the Agreement; b. the receiving party already lawfully held; c. is lawfully received from a third party without confidentiality obligations; or d. is independently developed without use of the other party’s Confidential Information.

If disclosure is required by law or by a competent authority, the receiving party may disclose the minimum required and will, where legally permitted, notify the other party in advance.

9.4 These confidentiality obligations continue for three years after the Agreement ends, and for trade secrets for as long as they remain trade secrets.

10. Third-party services

10.1 The Service can be connected to third-party products such as identity providers, accounting systems, payment providers, communication tools, and other third-party services. Your use of those products is governed by your agreement with the relevant provider, not by these Terms.

10.2 If you enable an integration, you instruct FlowQi to transfer Customer Data to that provider to the extent necessary for the integration. FlowQi is not responsible for the acts or omissions of third-party providers, for their availability, or for what they do with data you instruct FlowQi to send them, except to the extent required by applicable law.

10.3 A third-party provider may change or discontinue its interfaces. If that makes an integration impossible, FlowQi may discontinue the integration. FlowQi will provide as much advance notice as reasonably possible.

11. Availability, support and maintenance

11.1 FlowQi will provide the Service and support with reasonable skill and care, and in accordance with Schedule B.

11.2 FlowQi may perform scheduled maintenance as described in Schedule B, and may perform emergency maintenance at any time where reasonably necessary to protect the security, integrity, or availability of the Service.

11.3 Changes to the Service. FlowQi may change, improve, replace, add, or remove functionality of the Service from time to time. For customers using a Paid Plan, FlowQi will not materially degrade the core functionality of the Service during the then-current Subscription Term. The functionality, limits, storage allowances, integrations, and features included in a Free Plan may change from time to time; continued availability of a Free Plan does not guarantee that the same features or functionality remain included indefinitely. Article 19 applies to amendments of these Terms; it does not apply to changes of the Service as such, which are governed by this Article and by Article 16.

12. Trial, Free Plan, term, renewal and termination

12.1 Commencement. For customers using a Trial Period or a Free Plan, the Agreement starts on the date the account is created. For Paid Plans, the Agreement starts on the date you first accept these Terms or on the start date in the applicable Order Form, whichever is earlier.

12.2 Fourteen-day trial. Unless FlowQi states otherwise at the time of signup, FlowQi may provide an initial Trial Period of fourteen (14) consecutive days. The Trial Period is intended solely to allow you to evaluate the Service. FlowQi may impose reasonable usage, feature, storage, or User limitations during the Trial Period. Unless you convert to a Paid Plan or a Free Plan, the Trial Period ends automatically at the end of the fourteen-day period.

12.3 Trial data after expiry. When a Trial Period expires without conversion to a Paid Plan or a Free Plan:

a. FlowQi may deactivate your account and restrict access to the Service; b. FlowQi will retain your Customer Data for thirty (30) days following the end of the Trial Period so that you can export it using the available export functionality; c. if you convert to a Paid Plan or a Free Plan during that thirty-day period, your account may be reactivated and the applicable plan continues without deletion of your Customer Data; d. if you do not convert or otherwise reactivate your account during that thirty-day period, FlowQi will delete the Customer Data from its production systems in accordance with Article 15; e. copies of Customer Data stored in backups are overwritten in the ordinary backup cycle and deleted no later than ninety (90) days after the end of the Trial Period, subject to legal retention requirements; and f. FlowQi may retain information it is legally required to retain, such as accounting, billing, fraud-prevention, or security records, for the legally required retention period.

12.4 Trial termination. FlowQi may modify, suspend, or discontinue a Trial Period at any time. Notwithstanding Article 16.1, a Trial Period is provided “as is”, without any warranty except as required by mandatory law. FlowQi’s liability in relation to a Trial Period is subject to Article 17.

12.5 Paid Plan term. The Subscription Term starts on the start date stated in the Order Form and continues for the agreed Subscription Term.

12.6 Renewal. Unless the Order Form says otherwise, a Paid Plan Subscription Term renews automatically for successive periods equal to the then-current term.

12.7 Notice of non-renewal. Either party may prevent renewal by giving notice at least thirty (30) days before the end of the then-current Subscription Term. For monthly subscriptions, notice given at any time before the end of the current month takes effect at the end of that month.

12.8 No termination for convenience mid-term. Except as stated in Articles 12.9, 12.10, and 19.3, neither party may terminate a Paid Plan Subscription Term early for convenience. Fees for the remainder of a Subscription Term remain payable.

12.9 Termination for cause. Either party may terminate the Agreement with immediate effect by written notice if the other party materially breaches the Agreement and, where the breach can be cured, fails to cure it within thirty (30) days after written notice describing the breach. Failure to pay undisputed invoices is a material breach if it continues for fourteen (14) days after a written reminder.

12.10 Insolvency. Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt, is granted a suspension of payments, enters into an equivalent insolvency procedure, or ceases its business.

12.11 Free Plan. FlowQi may modify or discontinue the Free Plan at any time for customers who are not yet using it. If you are already using the Free Plan, you may continue to use a Free Plan while it remains available, subject to these Terms and to any change to its functionality, limits, storage allowances, integrations, or features made in accordance with Article 11.3. If FlowQi decides to discontinue the Free Plan entirely for existing users, FlowQi will give at least twelve (12) months’ written notice and will keep the available export functionality accessible throughout that notice period. Notwithstanding Article 16.1, the Free Plan is provided “as is”, without any warranty except as required by mandatory law. FlowQi’s liability in relation to the Free Plan is subject to Article 17.

12.12 Inactive Free Plan accounts. If a Free Plan account has had no sign-in for twelve (12) consecutive months, FlowQi may close the account. FlowQi will first send a written warning to the email address associated with the account and will not close the account earlier than thirty (30) days after that warning. If you sign in within that thirty-day period, the account remains open. If FlowQi closes the account:

a. FlowQi will deactivate the account; b. your Customer Data remains available for thirty (30) days for export; c. after that export period, FlowQi will delete Customer Data from its production systems in accordance with Article 15; and d. backups are overwritten in the ordinary backup cycle and deleted no later than ninety (90) days after account closure, subject to legal retention requirements.

This Article does not apply to Paid Plans.

12.13 Conversion between plans. Where FlowQi permits you to convert from a Trial Period to a Free Plan or a Paid Plan, or from a Free Plan to a Paid Plan, the new plan becomes effective once the conversion is completed. Customer Data remains associated with the account unless deletion has already taken place in accordance with these Terms.

12.14 Cancellation by the Customer. You may cancel your Paid Plan through the cancellation process FlowQi makes available. Unless the applicable Order Form states otherwise, cancellation prevents renewal but does not end the then-current Subscription Term.

13. Fees, tax and payment

13.1 Fees. You pay the fees stated in the applicable Order Form. Unless stated otherwise, fees are payable in advance for each billing period and are non-refundable, except where these Terms expressly provide otherwise.

13.2 Value added tax. Fees are exclusive of VAT and other taxes.

a. Customers established in the Netherlands are invoiced by FlowQi Nederland B.V. with Dutch VAT at the applicable rate. b. Business customers established in another EU member state are invoiced by FlowQi International B.V. with VAT reverse-charged under applicable EU VAT rules. You must provide a valid VAT identification number. If you do not, or if the number proves invalid, FlowQi may charge Dutch VAT and you must pay it. c. Customers established outside the EU are invoiced without EU VAT. You are responsible for any withholding tax, import tax, or reverse-charge obligation in your own country, and amounts payable to FlowQi are net of any such deduction.

13.3 Payment method. Payment is made by the method stated in the applicable Order Form. Card and direct debit payments may be processed by FlowQi’s payment service provider. By providing payment details you authorise recurring charges for the applicable Subscription Term and each renewal.

13.4 Payment term. Invoices are payable within fourteen (14) days of the invoice date, without set-off, deduction, or suspension.

13.5 Late payment. If you do not pay an undisputed amount when due, you are in default without a notice of default being required, the payment term in Article 13.4 being a strict deadline. FlowQi may charge:

a. for customers contracting with FlowQi Nederland B.V. or FlowQi International B.V., the statutory commercial interest under Article 6:119a of the Dutch Civil Code, and reasonable extrajudicial collection costs recoverable under Article 6:96 of the Dutch Civil Code. Because both parties act in the course of a profession or business, the parties set those collection costs at 15% of the outstanding amount with a minimum of EUR 150, without prejudice to FlowQi’s right to claim its actual costs where these are higher; b. for customers contracting with FlowQi, Inc., interest at 1.5% per month or the highest rate permitted by applicable law, whichever is lower, together with reasonable collection costs, including attorneys’ fees where recoverable.

13.6 Disputed invoices. If you dispute an invoice in good faith, you must notify FlowQi in writing within fourteen (14) days of the invoice date, stating your reasons, and pay the undisputed part on time. FlowQi will not apply Articles 13.5 or 14 to the genuinely disputed part while the dispute is being handled in good faith.

13.7 Price changes. FlowQi may change its fees with thirty (30) days’ written notice, effective at the start of the next Subscription Term. If a fee increase for the same scope of Service exceeds the increase of the Dutch Consumer Price Index over the preceding twelve (12) months by more than five percentage points, you may terminate the Agreement with effect from the date the increase takes effect, by giving written notice within thirty (30) days after FlowQi’s notice.

13.8 Adding Users. If you add Users during a Subscription Term, they are charged pro rata for the remainder of that term and in full from the next renewal. Reducing the number of Users takes effect at the next renewal unless otherwise agreed in writing.

14. Suspension

14.1 FlowQi may suspend your access to the Service, in whole or in part, if:

a. you are in default of payment as described in Article 13.5 and have not paid within fourteen (14) days after a written reminder; b. FlowQi reasonably believes your use of the Service breaches Schedule A, or threatens the security, integrity, or availability of the Service or another customer’s use of it; or c. FlowQi is required to suspend access by law or by order of a competent authority.

14.2 FlowQi will give you notice before suspending access, unless a delay would create a real risk of harm to the Service or to third parties, in which case FlowQi will notify you as soon as reasonably possible afterwards.

14.3 Suspension does not release you from your payment obligations. FlowQi will lift the suspension without undue delay once the reason for it has been removed. Suspension is limited in scope and duration to what is reasonably necessary, and does not by itself terminate the Agreement.

15. Effect of termination, export and deletion

15.1 On the date the Agreement ends, your right to use the Service ends and FlowQi may deactivate your account.

15.2 Export window. For thirty (30) days after the Agreement ends, FlowQi will keep Customer Data available so that you can export it through the export functionality of the Service. FlowQi may make this export window conditional on payment of undisputed outstanding invoices.

15.3 Deletion. After the applicable export window, FlowQi will delete Customer Data from its production systems. Copies stored in backups are overwritten in the ordinary backup cycle and deleted no later than ninety (90) days after the Agreement ends. During that period the deleted data remains subject to Schedule C and to the applicable security and confidentiality obligations.

15.4 Earlier deletion. If you ask FlowQi in writing to delete Customer Data before the end of the export window, FlowQi will do so within thirty (30) days of the request, unless it must retain the data by law.

15.5 Legal retention. FlowQi may retain data where a legal obligation requires it, for example invoicing and tax records, fraud-prevention records, or records necessary to establish, exercise, or defend legal claims. FlowQi will retain such data only for the required period and only for the applicable purpose.

15.6 Trial-specific timing. For an expired Trial Period, the thirty-day export period begins on the date the Trial Period ends. The deletion and backup timelines in this Article apply accordingly.

15.7 Survival. Articles 1, 5.2, 7.1, 9, 13 for amounts accrued, 15, 16, 17, 18, 24, 25, and 26 survive the end of the Agreement.

16. Warranties and disclaimers

16.1 Paid Plans. For Paid Plans, FlowQi warrants that it will provide the Service with reasonable skill and care, materially in accordance with the Documentation, and that it will not materially reduce the core functionality of the Service during the then-current Subscription Term. This Article 16.1 does not apply to a Trial Period or a Free Plan, which are governed by Articles 12.4 and 12.11.

16.2 If FlowQi breaches Article 16.1, your primary remedy is that FlowQi will use reasonable efforts to correct the non-conformity within a reasonable period after you report it in sufficient detail. This does not limit your other remedies under Article 17.

16.3 To the extent permitted by law, and without prejudice to Article 16.1, the Service is provided “as is”. FlowQi does not warrant that:

a. the Service will be uninterrupted or error-free; b. the Service will meet requirements FlowQi has not expressly accepted in writing; or c. the Service is suitable for any particular regulatory obligation of yours.

You are responsible for determining whether the Service is suitable for your purposes.

16.4 FlowQi is not liable for any decision you or your Users take on the basis of output of the Service. Where the Service provides automated suggestions, insights, recommendations, or generated content, you remain responsible for reviewing and validating that output before acting on it.

17. Limitation of liability

17.1 Cap. The total aggregate liability of each party under or in connection with the Agreement, per contract year and for all events together, is limited to:

a. for a Paid Plan, the fees paid or payable by you to FlowQi under the Agreement during the twelve (12) months immediately preceding the event giving rise to the liability; b. for a Trial Period or a Free Plan for which no fees have been paid, EUR 250, or the equivalent in the currency of the Agreement.

A series of connected events counts as one event for the purposes of this Article. The limitations in this Article remain subject to Article 17.5.

17.2 Excluded loss. Neither party is liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of anticipated savings, loss of goodwill, reputational damage, business interruption, or third-party claims, except as provided in Article 18.

17.3 Loss of data. FlowQi’s liability for loss or corruption of Customer Data is limited to the reasonable cost of restoring it from the most recent backup FlowQi holds under Schedule B.

17.4 Conditions for a claim. Liability arises only if you notify FlowQi in writing of the damage and its cause as soon as reasonably possible and in any event within thirty (30) days after you discover it, and FlowQi is given a reasonable opportunity to remedy it. Any claim expires twelve (12) months after the event that caused the damage, to the extent permitted by applicable law.

17.5 What is not limited. Nothing in this Article limits either party’s liability for:

a. intent or deliberate recklessness of that party’s own management; b. death or personal injury caused by negligence; c. your obligation to pay fees; d. the indemnities in Article 18; or e. any other liability that cannot be limited under mandatory applicable law.

17.6 Scope. This Article applies whether the claim is based on contract, tort, statute, or otherwise, and applies for the benefit of FlowQi’s Affiliates and subcontractors as well as FlowQi itself.

18. Indemnities

18.1 By FlowQi. FlowQi will defend you against a third-party claim that the Service, when used in accordance with the Agreement, infringes that third party’s intellectual property rights, and will pay damages and costs finally awarded against you or agreed in settlement.

18.2 Remedies. If such a claim is made or is likely, FlowQi may, at its own cost and choice:

a. obtain the right for you to continue using the Service; b. modify or replace the Service so that it is no longer infringing while remaining materially equivalent; or c. if neither is reasonably possible, terminate the affected part of the Agreement and refund fees paid for the unused remainder of the Subscription Term.

18.3 Exclusions. Article 18.1 does not apply where the claim arises from:

a. Customer Data; b. your use of the Service in breach of the Agreement; c. a modification of the Service that FlowQi did not make; or d. combining the Service with anything FlowQi did not supply, where the claim would not have arisen without that combination.

18.4 By you. You will indemnify FlowQi against third-party claims, including claims by your Users and by supervisory authorities, arising from Customer Data or from your use of the Service in breach of the Agreement, to the extent permitted by applicable law.

18.5 Procedure. The indemnified party must notify the other without undue delay, must not admit liability or settle without the indemnifying party’s written consent, which may not be unreasonably withheld, and must give the indemnifying party control of the defence and reasonable cooperation at the indemnifying party’s cost.

19. Changes to these Terms

19.1 FlowQi may amend these Terms and the Schedules. FlowQi will notify you of a material amendment at least thirty (30) days before it takes effect, by email to the administrative contact associated with your account or by a notice in the Service.

19.2 When amendments take effect. For customers using a Paid Plan, amended Terms take effect at the start of the next Subscription Term or, for subscriptions with a term of one month or less, thirty (30) days after notice. For customers using a Free Plan, amended Terms take effect thirty (30) days after notice, unless Article 19.4 applies. For customers in a Trial Period, amended Terms take effect upon notice, provided that mandatory rights under applicable law are not affected.

19.3 Material adverse amendments. If an amendment materially and adversely affects you, you may reject that amendment as follows. For a Paid Plan, you may terminate the Agreement with effect from the date the amendment takes effect, by giving written notice within thirty (30) days after FlowQi’s notice; FlowQi will refund fees paid for the unused remainder of the applicable Subscription Term. For a Free Plan, you may stop using the Service and terminate your account before the amendment takes effect, in which case Article 15 applies to export and deletion. This Article is your contractual remedy for such an amendment, without prejudice to rights that cannot be waived or limited under mandatory applicable law.

19.4 Articles 19.1 to 19.3 do not apply to amendments FlowQi must make to comply with the law or an order of a competent authority, or to changes that do not adversely affect you. Such amendments take effect on the date FlowQi states.

20. Force majeure

20.1 Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, strike, failure of internet infrastructure or of a public utility, government measures, and denial-of-service attacks. Force majeure does not excuse an obligation to pay amounts already due.

20.2 If force majeure continues for more than sixty (60) consecutive days, either party may terminate the Agreement by written notice, without either party owing the other compensation for the termination itself. FlowQi will refund fees paid for the unused remainder of the Subscription Term.

21. Name reference

21.1 FlowQi may name you as a customer and use your name and logo in its customer overview, on its website, and in sales materials, in a factual manner and in accordance with any brand guidelines you provide.

21.2 You may withdraw this permission at any time by writing to legal@flowqi.com. FlowQi will stop using your name and logo in new materials within thirty (30) days and will remove them from its website within the same period.

21.3 Any other public statement about the relationship, including a press release, case study, or quotation, requires the other party’s prior written consent.

22. Assignment and subcontracting

22.1 You may not assign or transfer the Agreement, in whole or in part, without FlowQi’s prior written consent, which will not be unreasonably withheld.

22.2 FlowQi may assign or transfer the Agreement to an Affiliate, or in connection with a merger, reorganisation, or sale of all or substantially all of its assets or of the business line to which the Agreement relates. FlowQi will notify you.

22.3 FlowQi may use subcontractors. For subprocessors of personal data, Schedule C applies.

23. Notices

23.1 Notices to FlowQi under the Agreement are given by email to legal@flowqi.com and, for the entity you contract with under Article 2, with a copy sent by post to that entity’s registered address.

23.2 Notices to you are given by email to the administrative contact in your account, or through a notice in the Service. You are responsible for keeping that contact address current.

23.3 A notice by email is deemed received on the first business day after it is sent, unless the sender receives a delivery failure message.

24. Governing law and disputes

24.1 The Agreement, and any non-contractual obligation arising from it, is governed by the law stated for your contracting entity in Article 2.1. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 The parties will first attempt to resolve any dispute through consultation between representatives with decision-making authority, within thirty (30) days after one party notifies the other of the dispute in writing.

24.3 If consultation does not resolve the dispute, the dispute will be submitted exclusively to the forum stated for your contracting entity in Article 2.1, subject to any mandatory jurisdictional rights that cannot lawfully be excluded and to any mandatory pre-action procedure that applicable law imposes.

24.4 Article 24.3 does not prevent either party from seeking interim or injunctive relief from any competent court, including to protect intellectual property rights or Confidential Information.

24.5 Each party brings claims only in its own capacity, and not as a plaintiff or class member in any purported class or representative proceeding, to the extent permitted by applicable law.

25. Language

25.1 The binding version of these Terms is the English version.

25.2 FlowQi may publish translations in Dutch and Turkish for convenience. In the event of a difference between a translation and the English version, the English version prevails, except where mandatory law in your country requires otherwise.

26. Miscellaneous

26.1 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and replaces all earlier proposals, discussions, and understandings about that subject matter.

26.2 Severability. If a provision of the Agreement is invalid or unenforceable, the remainder remains in force. The parties will replace the invalid or unenforceable provision with a valid provision that approximates its purpose as closely as legally possible.

26.3 No waiver. A party’s failure to enforce a provision is not a waiver of its right to enforce it later.

26.4 Independent parties. Nothing in the Agreement creates a partnership, agency, joint venture, fiduciary relationship, or employment relationship between the parties.

26.5 Export and sanctions. You warrant that you are not established in, controlled from, or acting on behalf of a country or party subject to comprehensive EU or US sanctions, that you are not listed on an applicable sanctions list, and that you will not make the Service available to any such party in violation of applicable sanctions laws.

26.6 Written form. Where the Agreement requires writing, email satisfies that requirement unless these Terms expressly require a signed document.

Schedule A. Acceptable Use Policy

This Schedule forms part of the Terms and applies to you and to every User of your account.

A.1 Prohibited content and conduct. You will not use the Service to:

a. break the law, or infringe the intellectual property, privacy, or other rights of anyone else; b. store or distribute malware, or content that is unlawful, defamatory, harassing, or that incites violence or hatred; c. store or distribute material that sexually exploits or endangers minors; d. send unsolicited commercial communications, or otherwise breach applicable rules on electronic marketing; or e. impersonate any person or organisation, or misrepresent your affiliation with one.

A.2 Platform integrity. You will not:

a. probe, scan, or test the vulnerability of the Service, or breach or circumvent its security or authentication measures, other than under a security testing programme FlowQi has agreed to in writing; b. interfere with the Service or with another customer’s use of it, including through denial-of-service attacks or resource exhaustion; c. access the Service by automated means beyond the rate limits in Schedule B, or scrape data other than through the documented API; or d. use the Service to operate a bureau, resale, or white-label service for third parties, other than as expressly agreed in an Order Form.

A.3 Special categories of data. Unless FlowQi has agreed otherwise in writing, you will not upload to the Service:

a. special categories of personal data within the meaning of Article 9 GDPR, or personal data relating to criminal convictions and offences. For customers subject to the KVKK, this paragraph is read in accordance with Article E.7; b. payment card data subject to PCI DSS, other than in fields the Service specifically designates for that purpose; or c. data that requires a level of protection, certification, or regulatory approval that FlowQi has not expressly stated it provides.

A.4 Enforcement. If you breach this Schedule, FlowQi may act under Article 14 (Suspension) and, for a material or repeated breach, under Article 12.9 (Termination for cause). Where the breach can reasonably be cured, FlowQi will ask you to cure it first, unless the breach creates an immediate risk to the Service, to another customer, or to any person.

A.5 Reporting. Report suspected abuse to abuse@flowqi.com and suspected security vulnerabilities to security@flowqi.com. FlowQi will not pursue a claim against a security researcher who reports a vulnerability in good faith, does not access more data than necessary to demonstrate it, and does not disclose it publicly before FlowQi has had a reasonable opportunity to investigate and fix it.

Schedule B. Availability, support and maintenance

B.1 Availability target. FlowQi aims for a monthly availability of the Service of 99.5%, measured per calendar month, excluding scheduled maintenance and force majeure. Where an Order Form includes a service level agreement with a different target or with service credits, that agreement prevails over this paragraph.

B.2 Scheduled maintenance. Scheduled maintenance takes place where possible outside normal business hours in the Central European time zone. FlowQi will announce maintenance expected to cause an interruption at least forty-eight (48) hours in advance, by a notice in the Service where reasonably practicable.

B.3 Emergency maintenance. FlowQi may perform emergency maintenance at any time where reasonably necessary to protect the security, integrity, or availability of the Service, and will notify you as soon as reasonably possible.

B.4 Support. Support is available in Dutch and English by email at support@flowqi.com and through the in-product support channel, on business days from 09:00 to 17:30 Central European time, excluding Dutch public holidays.

B.5 Response targets. FlowQi aims to respond within the following times during support hours. These are targets, not guarantees, unless an Order Form states otherwise.

B.6 Backups. FlowQi makes daily backups of the production database and retains them for at least thirty (30) days. Backups are stored encrypted, in the same region as the cluster they were taken from.

B.7 Hosting location. FlowQi operates separate EU and US data clusters. Which cluster holds your Customer Data follows the entity you contract with under Article 2.1:

a. for customers contracting with FlowQi Nederland B.V. or FlowQi International B.V., Customer Data is hosted in the EU/EEA; b. for customers contracting with FlowQi, Inc., Customer Data is hosted in the United States.

Limited processing activities may involve access to or processing of personal data from outside the region of your cluster, including through approved subprocessors and support or infrastructure providers. Any such processing or transfer takes place in accordance with Schedule C, including the transfer safeguards in Article C.9 and, for customers subject to the KVKK, Schedule E. FlowQi will not move your Customer Data to a different cluster without giving you at least thirty (30) days’ prior written notice.

B.8 Rate limits. Use of the API is subject to the rate limits published in the Documentation. FlowQi may apply fair-use limits to storage and API volume, will publish those limits in the Documentation, and will contact you before restricting use for exceeding them, except where immediate restriction is reasonably necessary to protect the Service or other customers.

Schedule C. Data processing terms

These terms constitute the data processing agreement required by Article 28(3) GDPR between you as controller and FlowQi as processor. Where a separate data processing agreement has been signed, that agreement prevails. For customers subject to the KVKK, Schedule E supplements this Schedule.

C.1 Subject and duration. FlowQi processes personal data to provide the Service during the applicable Trial Period, Free Plan period, and Subscription Term, and during the retention and export periods set out in Article 15.

C.2 Nature and purpose. Hosting, storage, structuring, retrieval, transmission, backup, support, security, maintenance, and deletion of Customer Data in the course of providing, securing, and supporting the Service.

C.3 Categories of data subject. Your employees, contractors, customers, suppliers, prospects, business contacts, Users, and any other individuals whose personal data you choose to place in the Service.

C.4 Categories of personal data. Identification and contact data, employment and organisational data, communications and document content, account and usage data, technical and log data, and any other personal data you choose to place in the Service.

C.5 Instructions. FlowQi processes personal data only on your documented instructions, which include the Agreement and your use of the Service’s configuration options, unless EU, EEA member state, UK, or other applicable law requires otherwise. If FlowQi considers an instruction to breach applicable data protection law, it will inform you unless legally prohibited from doing so.

C.6 Confidentiality. FlowQi ensures that persons authorised to process the personal data are bound by confidentiality obligations.

C.7 Security. FlowQi implements appropriate technical and organisational measures under applicable data protection law, including measures appropriate under Article 32 GDPR. These measures include, where applicable:

a. encryption in transit and at rest; b. role-based access control; c. logging and monitoring; d. segregation of environments; e. access restrictions; f. backup procedures; and g. regular security testing and review.

FlowQi publishes a current description of the relevant security measures in the Documentation and may update them, provided the overall level of protection is not materially reduced.

C.8 Subprocessors. You give FlowQi general authorisation to engage subprocessors. FlowQi maintains a current list of subprocessors, available on request at legal@flowqi.com, and will notify you at least thirty (30) days before adding or replacing a subprocessor that processes Customer Data. You may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, you may terminate the affected part of the Agreement without penalty and receive a refund of fees paid for the unused remainder of the applicable Subscription Term. FlowQi imposes on each subprocessor obligations equivalent to those in this Schedule and remains liable for its subprocessors as required under Article 28(4) GDPR or the equivalent provision of the applicable data protection law.

C.9 International transfers. FlowQi processes Customer Data in the cluster identified in Article B.7. For Customer Data held in the EU cluster, that processing takes place within the European Economic Area where reasonably practicable. Where personal data is transferred to, accessed from, or otherwise processed in a country outside the European Economic Area, FlowQi ensures that an appropriate transfer mechanism is in place as required by applicable data protection law. For transfers subject to the GDPR, that mechanism is one of the following:

a. an adequacy decision adopted by the European Commission; b. the European Commission’s Standard Contractual Clauses; or c. another transfer mechanism permitted under Chapter V GDPR.

In addition to the mechanism chosen, FlowQi applies supplementary technical, contractual, or organisational measures where the transfer requires them. Where another applicable data protection regime requires a different transfer mechanism, the transfer is subject to the mechanism required under that regime; for the KVKK, Schedule E applies.

C.10 Assistance. Taking account of the nature of the processing, FlowQi provides reasonable assistance with:

a. requests from data subjects; b. personal data breach notifications; c. data protection impact assessments; and d. prior consultations with supervisory authorities,

in each case to the extent reasonably necessary and as required by applicable data protection law. FlowQi may charge for assistance that goes materially beyond the functionality of the Service, at its then-current rates, after informing you in advance.

C.11 Personal data breach. FlowQi notifies you without undue delay, and in any event within forty-eight (48) hours after becoming aware of a personal data breach affecting Customer Data, and provides the information reasonably available to FlowQi that you need to meet your own notification obligations. For customers subject to the KVKK, Article E.6 confirms how this Article applies.

C.12 Deletion and return. At the end of the Agreement, FlowQi deletes or returns personal data as set out in Article 15.

C.13 Audit. FlowQi makes available the information reasonably necessary to demonstrate compliance with this Schedule, including relevant third-party audit reports and certifications it holds. You may audit no more than once per calendar year, and additionally after a personal data breach materially affecting your Customer Data. Audits are conducted:

a. on thirty (30) days’ written notice; b. during normal business hours; c. in a manner that does not materially disrupt FlowQi’s operations; d. subject to confidentiality obligations; and e. at your own cost, unless applicable mandatory law provides otherwise.

Where the proposed auditor is a competitor of FlowQi, FlowQi may require a different independent auditor. This Article does not limit the powers of a competent supervisory authority.

C.14 Contact. Data protection questions may be sent to legal@flowqi.com and to dpo@flowqi.com.

Schedule D. Contracting entities

Schedule E. Türkiye data transfer addendum

This Schedule applies where you are established in Türkiye, or where the processing of personal data is subject to the Turkish Personal Data Protection Law no. 6698 ("KVKK").

E.1 Relationship with Schedule C. Schedule C continues to apply to the processing of personal data. Where Turkish law imposes additional or different requirements, this Schedule supplements Schedule C and prevails to the extent necessary to comply with mandatory Turkish data protection law.

E.2 International transfers from Türkiye. Personal data subject to the KVKK is not transferred outside Türkiye solely on the basis of the European Commission’s Standard Contractual Clauses. Where a transfer mechanism is required under Article 9 KVKK or its secondary legislation, FlowQi and you will use a transfer mechanism recognised under Turkish law, which may be:

a. an adequacy decision issued by the Turkish Personal Data Protection Board (the “Kurul”); b. the applicable standard contract published or approved by the Kurul; c. binding corporate rules approved under Turkish data protection law; or d. another lawful transfer mechanism expressly permitted under the KVKK and its secondary legislation.

E.3 Standard contract notification. Where the parties rely on a standard contract recognised under Turkish law, the parties may designate in that standard contract which party will fulfil the notification obligation to the Kurul. If the parties do not make such a designation, the data exporter is responsible for the notification. The responsible party will notify the Kurul within five (5) business days after the standard contract has been fully executed, in accordance with applicable Turkish law. Each party will provide the information and cooperation reasonably necessary to enable the responsible party to complete the notification on time.

E.4 Cooperation. Each party provides the information and cooperation reasonably necessary for the other party to comply with the applicable KVKK international transfer requirements. Where a specific Turkish standard contract must be executed in addition to these Terms, the parties execute that document separately.

E.5 Conflict. If there is a conflict between this Schedule, Schedule C, and another provision of the Agreement, this Schedule prevails, but only to the extent necessary to comply with mandatory Turkish data protection law.

E.6 Personal data breach. FlowQi notifies you without undue delay and in any event within forty-eight (48) hours after becoming aware of a personal data breach affecting Customer Data, so that you can comply with any applicable notification obligations under the KVKK.

E.7 Special categories of data. For the purposes of Article A.3(a), the special categories of personal data are those listed in Article 6 KVKK, which include personal data relating to membership of an association, foundation, or trade union, and personal data relating to criminal convictions and security measures.

Questions about these Terms: legal@flowqi.com · FlowQi, Australiëlaan 5, 3526 AB Utrecht, the Netherlands