Terms and Conditions

flowdit – Inspections, Audits, Maintenance
IOTIVATA – FZCO
DSO-DDP-A5-D-FLEX-G077
Dubai Digital Park – Office A5-Dtec
Dubai Silicon Oasis
Dubai, United Arab Emirates
Phone: +971-52293-9955
CEO: Ghassan Haj Asaad

Preamble

The Provider makes the software application “flowdit” or “firstaudit” available to the Customer for internal workflow management (hereinafter: “Software”) via the Internet, which can be accessed using a current standard browser or the respective mobile app for iOS, Android, and Windows devices. (“Software as a Service” or “SaaS”). The Customer wishes to acquire a license for the rental use of the Software via the Internet. The following General Terms and Conditions govern the acquisition of the license and the scope of the permitted use. General terms and conditions of the Customer shall not apply.

Governing Language. This Agreement is drafted in English, which shall prevail over any translations.

Order of Precedence: In the event of conflict, the following order applies: (i) the Order Form, (ii) these Terms, (iii) the Service Description, and (iv) the DPA (for data protection matters only).

Order Form” means the order document executed by the Parties (also referred to as “Offer”). In case of conflicting terminology, “Order Form” prevails.

1. Scope

1.1 All deliveries and services of the Provider made available to the Customer in connection with Software as a Service (hereinafter “SaaS”) are provided exclusively on the basis of the following Terms and Conditions in the version valid at the time of the order. Unless expressly agreed in writing, any conflicting terms and conditions of the Customer will not apply.

1.2 Notwithstanding paragraph 1, the Provider may offer services for which additional special conditions and specific rules of the Provider apply. If such services are offered, these additional conditions are referenced in the offer and become legally independent parts of the contract.

1.3 Customers within the meaning of these Terms and Conditions cannot be consumers. They are exclusively natural or legal persons or legally capable partnerships who, when entering into the contract with the Provider, act in the exercise of their commercial or self-employed professional activity.

1.4 For SaaS Services, the Data Processing Agreement (including the Technical and Organisational Measures, “TOMs”) and the current Sub-processor list form an integral part of this Agreement.
Provider shall make the TOMs and the Sub-processor list available to Customer upon request, either by providing a copy or by granting secure online access.
Provider will notify Customer in advance of any intended addition or replacement of Sub-processors. Customer may raise reasonable objections in writing within thirty (30) days of such notice; in the event of a justified objection that cannot be resolved amicably, Customer shall have the right to terminate the affected Services for cause.

2. Subject of Contract – SaaS Services

2.1 The subject of the contract consists of:

The rental provision of the Software by the Provider for use by the Customer via the Internet. The contractual Software is defined in the offer.
The provision of computing power and storage space by the Provider for processing data in accordance with the offer.

(together hereinafter referred to as “Services”).

2.2 The establishment and maintenance of the data connection between the handoff point defined in Section 3.3 and the Customer’s IT systems are not part of the Services.

2.3 The source code of the Software is not part of the Services.

2.4 The Provider may change the Services for good cause. A good cause exists in particular if the change is necessary due to:

a) A necessary adaptation to a new legal situation or case law,
b) Changed technical framework conditions (new browser versions or technical standards),
c) The protection of system security, or
d) Further development of the Services (discontinuation of old functions largely replaced by new ones).

The Provider will notify the Customer of any adverse changes in due time, generally six (6) weeks before they take effect, by email. If the change would significantly disturb the contractual balance between the parties to the detriment of the Customer, the change shall not be made.

2.5 The Services include a fourteen (14) day trial period for evaluation purposes. The Trial is an integral part of the Service Offering and cannot be unilaterally modified or extended by Customer employees.

2.6 Suspension. Provider may suspend the Services, in whole or in part, with prompt notice where reasonably necessary to address a security risk, prevent abuse, or comply with law or a binding order. Provider will restore the Services without undue delay once the cause is remedied.

2.7 Beta Features. Access to beta, preview, or experimental features is provided “as is”, without warranties or support obligations, and may be modified or withdrawn at any time.

3. Provision of Software

3.1 The Software is provided to the Customer in the current version for the term of this agreement on a rental basis via the Internet. For this purpose, the Provider makes the Software available on a server for retrieval. Retrieval takes place via the Internet using a current standard browser or via the firstaudit app or flowdit app on mobile devices (iOS, Android, Windows). Version changes with release notes will be announced to the Customer in advance.

3.2 The description of functions in the offer is solely decisive for the quality of the Software.

3.3 The transfer point for the Software is the point at which the data leave the Provider’s data center.

3.4 The Provider will adapt the Services during the contract term as necessary to relevant technical changes. The Customer has no entitlement to specific improvements.

3.5 Software Updates and Maintenance:
The Provider will periodically update the Software to ensure continued compatibility, security, and performance. The Customer acknowledges that software updates may require downtime or system updates. For SaaS deployments, updates will be applied automatically. For on-premise deployments, the Customer will be responsible for applying updates to Docker containers, unless the parties agree otherwise in writing. The Provider may provide optional support for the application of such updates at an additional charge.

3.6 Maintenance Windows. Planned maintenance will be scheduled outside business hours where reasonably possible and notified at least seven (7) days in advance; emergency maintenance may occur at any time with notice as soon as practicable.
3.7 Third-party components. Work results/services may contain third-party components (standard/open source software); in this case, the licence terms of these components shall take precedence.

4. Provision of Computing Power and Storage Space

4.1 For data processing, the Customer is provided with storage space on a server. The Customer may process or store data up to the extent specified in the technical specifications in the offer. If the storage space is insufficient, the Customer may, subject to availability, extend it for an additional fee.

4.2 The Provider ensures that the stored data can be accessed via the Internet. Uninterrupted availability is not guaranteed.

4.3 The Provider is obliged to take customary precautions against data loss and to prevent unauthorized access by third parties to the Customer’s data. For this purpose, the Provider creates a daily backup of the Customer’s data for a period of at least two (2) weeks.

4.4 Disaster Recovery: The Provider shall ensure that data backup procedures are in place for the Software, and that these backups are maintained in a secure environment. In the event of a system failure, the Provider will restore data from the latest backup within a reasonable period, typically not exceeding 24 hours, depending on the severity of the issue. The Customer acknowledges that the Provider’s obligation is to restore data from available backups, but does not guarantee complete recovery in the event of catastrophic data loss. The Customer is responsible for securing their own backup copies, as flowdit’s responsibility is limited to providing access to data restoration from the most recent backups available.

4.5 Data Location & Transfers. Provider primarily processes Customer Data within the EEA. Where processing occurs outside the EEA, a valid transfer mechanism (e.g., EU Standard Contractual Clauses) applies as set forth in the DPA.

5. Support

5.1 Basic Support:
For all customers, the Provider offers basic support through self-service channels, including a knowledge base, chatbot, and voice system. Direct support via email or phone is not included for customers on lower-tier licenses. This support is limited to the resources available through self-service channels.

5.2 Premium and Enterprise Support:
For Premium and Enterprise customers, there is an optional service to add personalized support and onboarding services through pre-booked hourly packages. These services are not included with the standard subscription and must be purchased separately.

5.3 Dedicated Account Manager for Enterprise Customers:
Enterprise customers will receive a dedicated account manager, who will act as the primary point of contact for all support inquiries and provide ongoing personalized support. This service is included as part of the Enterprise package.

5.4 Additional Support and Custom Services:
If further services are required — such as advanced troubleshooting, custom configurations, or tailored training — these can be requested through pre-booked hourly packages. These services are billed at the standard hourly rate.

5.5 Pre-booked Hourly Packages:
Support, onboarding, and any additional personalized services are available only through pre-booked hourly packages. The required number of hours will be estimated based on the customer’s needs and the complexity of the request. Additional hours will be charged at the standard hourly rate.

6. Setup and Access

6.1 The Provider performs the initial setup of the Services for the Customer. Changes to the Services, in particular reprogramming according to the Customer’s wishes, are not owed. Additional services such as creating and embedding individual modules, PDF templates, restoring backups, training, or importing contacts, checklists, and datasets must be agreed upon and compensated separately.

6.2 After the start of the contract, the Customer will receive the access data for the administration account of the Customer-specific area of the Software.

6.3 If the Customer wishes to create users, this must be communicated to the Provider with the user details. Only natural persons with real names may be registered as users. The Provider will record the user details in a user directory and register the user for the Customer, unless objections exist (e.g., maximum number of licensed users reached).

6.4 The accesses may only be used by the number of employees specified in the offer. A license must be assigned to one employee and used by that person permanently. Splitting a license among multiple employees is not permitted. Licenses may only be transferred in justified cases (employee leaving, extended vacation, long-term illness), in which case the previous employee loses their license. The change of user must be documented in the user directory with the new user data.

6.5 If the Customer creates additional users in the system, these newly created licenses will be billed. Each invitation and each user account within the use of flowdit is deemed a separate license and will be invoiced accordingly, regardless of whether the invited user activates the account or uses the Software.
For monthly licenses, fees accrue from the date of invitation and are payable on a monthly basis until the license is deactivated.
For annual licenses, each invited user license is billed in full until the end of the current annual subscription term, regardless of the date of invitation.
The Customer is solely responsible for controlling the number of invitations and user accounts created and bears all resulting license costs, regardless of whether the invited user activates the account or uses the Software.

6.6 No Customer employee, contractor, or user is permitted to unilaterally alter the scope, fees, license quantities, or other contractual terms. Any modification requires a written amendment signed by authorized representatives of both Parties.

6.7 Additional users created beyond the agreed license quantity will automatically incur charges at the applicable rates.

7. Rights of Use to the Software

7.1 The Customer receives a non-exclusive, non-transferable, time-limited right, restricted to the term of this agreement, to access the Software via the Internet and to use it in accordance with its intended purpose.

7.2 The right of use applies to the number of user accounts (auditors) specified in the offer. Each user account (auditor) is assigned to one individual employee of the Customer and may not be used simultaneously by multiple employees.

7.3 The Customer is not entitled to use the Software beyond the rights granted or to allow third parties to use it. Use is permitted only within the Customer’s own business operations. In particular, the Customer is not permitted to reproduce or commercially exploit the Software or parts thereof, whether by sale, rental, or other means.

7.4 The Customer grants the Provider the rights of use necessary for the performance of the contract to the data that the Customer transmits to the provided storage space in connection with the use of the Software. This includes the right to make the Customer’s data accessible via the Internet, to reproduce and transmit it for this purpose, and to reproduce it for data backup. The Customer remains in all cases the sole owner of these data and may at any time, in particular after termination of the contract, demand the surrender or deletion of individual or all data without the Provider having a right of retention.

7.5 Provider may use system logs to verify license consumption. If average monthly active users exceed purchased quantities, Provider may invoice the overage at the then-current rates.

7.6 IP Ownership. All intellectual property rights in and to the Software and documentation remain the exclusive property of Provider. No ownership rights are transferred under this Agreement.

7.7 Feedback & Usage Data. Provider may use de-identified usage data for service improvement and may use feedback provided by Customer without restriction, without disclosing Customer Confidential Information.

8. Interruption of Availability

8.1 Availability. Target availability: 98% during 07:00-22:00 local time, excluding (i) Planned Maintenance per §3.6, (ii) emergency maintenance, (iii) Force Majeure (§13), and (iv) outages caused by Customer systems or third-party providers beyond Provider’s reasonable control.
8.2 Service Credits (Sole Remedy). If monthly availability falls below the target, Customer may request a credit of 5% of the monthly fee per full 1% shortfall, capped at 20%. Service credits are Customer’s sole and exclusive remedy for availability shortfalls.
8.3 No Guaranteed Response Times. Unless expressly agreed in a separate Service Level Agreement.

9. Customer Obligations

9.1 The Customer undertakes not to process any data in connection with the use of the Software that violates laws, regulatory requirements, or third-party rights. The Customer shall indemnify the Provider from any third-party claims arising from such violations. If the Customer becomes aware of a violation of this obligation, the Customer must notify the Provider without delay and stop the violation. The Customer shall indemnify the Provider from all third-party claims on first demand in this regard.

9.2 The Customer is obliged to prevent unauthorized access by third parties to the protected areas of the Software by appropriate measures.

9.3 Without prejudice to the Provider’s obligation to back up data, the Customer is responsible for entering and maintaining the data required to use the Services.

9.4 The Customer is obliged to check its data for viruses or other harmful components before storing them on the provided storage space and to use state-of-the-art virus protection programs.

9.5 The Customer is obliged to keep its access data secret and not to disclose it to third parties.

9.6 The Customer shall ensure that its users comply with the applicable provisions and obligations for the use of the Services under this contract.

9.7 During the contract term, the Customer must ensure the generally necessary technical requirements for the use of the Services (e.g., sufficient bandwidth, current browser). Otherwise, faulty operation may occur for which the Provider is not responsible. Special technical requirements will be communicated by the Provider during the offer phase.

9.8 In the event of malfunctions, failures, or impairments of the Services, the Customer is obliged to inform the Provider without delay and as precisely as possible. If the Customer fails to provide such notice, § 536c BGB shall apply accordingly. If remote access is necessary to remedy the malfunction, the Customer will enable such access for the Provider.

9.9 Data Processing: (a) For SaaS Services, where Customer Data may contain personal data, Customer (as Controller) and Provider (as Processor) must enter into a Data Processing Agreement (DPA), which includes TOMs and Sub-processor list.
(b) For On-Premise Licenses without Provider-operated hosting, Provider does not act as a Processor. Customer is solely responsible for compliance with data protection laws for all data processed within the Software environment. If support services require access to personal data, the Parties will enter into a separate DPA for the specific support case.

9.10 Access to TOMs and Sub-processors: The DPA includes the applicable Technical and Organisational Measures (“TOMs”) and the current Sub-processor list. Provider will make these documents available to Customer upon request, either by providing a copy or by granting secure online access. Provider will notify Customer in advance of any intended addition or replacement of Sub-processors, giving Customer the right to raise reasonable objections in writing within thirty (30) days.

9.11 Security Incidents: In case of a personal data breach affecting Customer Data, Provider will notify Customer without undue delay and, where feasible, within seventy-two (72) hours after becoming aware, providing information reasonably available at that time.
9.12 Customer shall not (i) upload or transmit malicious code, (ii) circumvent security or usage limits, (iii) use the Services for unlawful content, or (iv) conduct penetration or load testing without Provider’s prior written consent.

9.13 The Customer shall provide all reasonable cooperation necessary for the performance of the Services, including (i) appointing a qualified contact person, (ii) providing required information and test environments, and (iii) granting timely access to relevant systems where required. Any delays or additional costs resulting from a failure to cooperate shall be borne by the Customer.

10. Fees

10.1 For the provision of the Services, the Customer undertakes to pay the fees agreed in the offer for the agreed usage period in advance.

10.2 The Customer is only entitled to use the Services beyond the agreed scope with the prior written consent of the Provider. If additional use is made without consent, the Provider is entitled to demand additional fees based on the agreed rates in the offer.

10.3 Prices are stated in EUR or USD, as specified in the Order Form, plus applicable indirect taxes (e.g., VAT, GST, sales tax).

10.4 The Provider may adjust fees no more than once per contract year to reflect added functionality, increased operating costs, security and compliance costs, and inflation, in an amount not exceeding the greater of (i) the percentage change of the HICP (EU) or CPI (US) published for the preceding 12 months plus 3 percentage points, or (ii) 12%. Increases take effect no earlier than twelve (12) months after the Effective Date. The Customer will be notified at least six (6) weeks in advance and may terminate within six (6) weeks of notice if the increase exceeds 10% within a 12-month period.

10.5 The Customer may only set off claims that are undisputed or legally established. A right of retention may only be asserted for counterclaims arising from the same contractual relationship. In the event of non-payment or late payment, the Customer agrees to pay default interest on overdue amounts from the due date until payment in full at the higher of (i) 1.5% per month or (ii) the statutory default interest rate applicable at the Customer’s domicile. The Provider may suspend the Software and related services until full payment is received. If payment is not made within 30 days of the due date, the Provider may terminate the contract immediately without refund of fees. Provider may charge a reasonable reconnection fee when restoring suspended services.

10.6: Fees are exclusive of all taxes, duties, and withholdings. Customer is responsible for all such amounts except taxes based on Provider’s net income. If any withholding is required by law, fees shall be grossed up so that Provider receives the full amount it would have received absent such withholding. Customer shall provide timely, valid withholding tax certificates and cooperate in any reasonable documentation to reduce or eliminate withholding where legally permissible.

11. Warranty and Liability

11.1 The Provider warrants the agreed quality of the Services and that the Customer’s use of the Services in the contractual scope does not conflict with any third-party rights.

11.2 In the event of defects in quality, the Provider may, at its discretion, provide the Customer with a new, defect-free Service or remedy the defect within a reasonable period; remedy shall also be deemed to include showing the Customer reasonable possibilities of avoiding the effects of the defect (workaround).

In the case of defects of title, the Provider may, at its discretion, provide the Customer with a legally unobjectionable right of use to the Services or to equivalent exchanged or modified Services.

The Provider may make the remedy of defects dependent on the Customer not being in arrears with payment.

11.3 Information on the characteristics of the Services, technical data, and specifications in the offer or service descriptions and other contractual documents are solely descriptive and do not constitute a guarantee. The Provider does not give any guarantees. To the maximum extent permitted by law, all statutory or implied warranties (including merchantability, fitness for a particular purpose, and non-infringement) are disclaimed, except as expressly set out in this Agreement.

11.4 The Provider shall not be liable for any consequential losses or indirect damages arising from issues related to the Customer’s IT infrastructure, including but not limited to, loss of data, operational downtime, or performance failures. This includes any damages caused by the Customer’s failure to properly configure, maintain, or support the necessary IT systems required for the operation of the Software.

11.5 The Provider assumes no liability for data imported by the Customer. No review of the data by the Provider takes place.

11.6 The Provider shall not be liable for any losses or damages resulting from failures or issues related to the Customer’s internal IT infrastructure, including but not limited to the installation, configuration, or maintenance of Docker containers. The Customer is solely responsible for providing and maintaining the necessary IT resources for the Software to function properly. Additionally, the Provider is not liable for disruptions in service caused by third-party providers (e.g., hosting services, cloud providers) or by events that fall under force majeure.

11.7 The liability limitations do not apply in cases of liability for personal injury or under the Product Liability Act.

11.8 Limitation of Liability (Aggregate Cap): Except for liability arising from death or personal injury, fraud, wilful misconduct, or mandatory statutory liability (including product liability), the Provider’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence) or otherwise, shall not exceed the fees paid (or payable) by Customer for the Services in the twelve (12) months immediately preceding the event giving rise to liability.

11.9 Customer claims under this contract based on warranty expire at the latest after twelve (12) months from maturity and possible knowledge of the claim. This does not apply in cases of intent, gross negligence, personal injury, breach of independent guarantees, or fraud by the Provider.

11.10 According to Apple’s policies and technical requirements, the app can be used on the latest versions of iOS and Apple-approved devices. Apple may discontinue support for certain devices or restrict compatibility with future iOS versions. The Provider assumes no responsibility for proper functionality on unsupported devices. The Customer must ensure device compatibility.

11.11 According to Google’s policies and technical requirements, the app can be used on the latest versions of Android and Google-approved devices. Google may discontinue support for certain devices or restrict compatibility with future Android versions. The Provider assumes no responsibility for proper functionality on unsupported devices.

11.12 The Provider assumes no responsibility for malfunctions, performance issues, or failures of the Software (flowdit/firstaudit) caused by third-party software, customer-specific configurations, or the Customer’s IT infrastructure. Any resulting troubleshooting, adjustments, or support will only be provided under a separate agreement and at additional cost.

11.13 The Provider may engage subcontractors, hosting, or cloud providers, provided data protection and data security are maintained.

11.14 The Customer represents and warrants that it will comply with all applicable export control, trade, and sanctions regulations. The Customer shall not use the Software in any country, or by any person, entity, or organization, subject to embargo or sanctions under applicable law. The Provider may suspend or terminate the Agreement immediately if the Customer is in breach of this clause, without liability to the Customer. The Customer shall indemnify the Provider for any claims, fines, or penalties arising from a breach of this warranty.

11.15 Audit Rights. Customer’s audit rights are satisfied by Provider providing up-to-date third-party reports or certifications (e.g., ISO 27001, SOC 2) and reasonable written responses to security questionnaires once per twelve (12) months. On-site audits only if legally required, upon prior written agreement, and at Customer’s cost.

11.16 Third-Party and Open-Source Components. The Services may include third-party and open-source components. License notices are provided within the Software or documentation. Such components are provided “as is” as permitted by applicable licenses; Provider will use commercially reasonable efforts to apply security updates or workarounds.

11.17 IP Indemnity. Provider will defend Customer against third-party claims alleging that the Services infringe patents, copyrights, or trademarks, and pay damages finally awarded, provided Customer promptly notifies Provider and grants Provider sole control of the defense and settlement. Provider may (i) procure the necessary rights, (ii) modify the Services to avoid infringement, or (iii) terminate the affected Services with a pro-rata refund of prepaid fees. This clause states Customer’s sole and exclusive remedy for such claims.

12. On-Premise Provision of Software & IT Support

12.1 Provision of Docker Containers:

The Provider shall deliver Docker container images required for the on-premise installation of the Software as specified in the Customer’s order. The Customer is solely responsible for ensuring that its internal IT department has the necessary resources, expertise, and infrastructure to install, configure, and maintain the Docker containers in their own IT environment. flowdit assumes no liability for delays, technical failures, or issues arising from the Customer’s inability to meet these requirements. If the Customer’s IT department fails to meet these obligations, the Customer agrees to cover all additional costs incurred by flowdit in providing support to resolve these issues.

Should the installation or configuration not be completed within 30 days, flowdit reserves the right to suspend services until the Customer resolves the issue. Any delays or failures in IT setup will not relieve the Customer from the obligation to pay for services rendered up to that point. Customer shall test the delivered Software within ten (10) business days after delivery. Absent a written notice of material defects within this period, the Software shall be deemed accepted.

12.2 No Access for Provider’s Direct Troubleshooting:

The Customer acknowledges that flowdit will not have direct access to the Customer’s IT systems or network unless explicitly authorized by the Customer in writing. As a result, troubleshooting or performance-related issues that cannot be resolved without direct access may result in delays. The Provider will not be held responsible for any delays or failures in service delivery due to the Customer’s lack of IT support or access limitations.

12.3 Additional Support Services:

In the event that the Customer’s IT department fails to properly install or configure the Docker containers, or if the IT department cannot be reached or is unavailable to address issues, the Provider may offer additional support or consultancy services at an hourly rate, as outlined in the Service Pricing Schedule. These additional services will be billed separately and are not part of the standard SaaS offering.

12.4 Customer’s Obligation to Pay Fees:

The Customer agrees to pay all applicable fees in full, as outlined in the Service Agreement, regardless of the installation issues or technical challenges faced during the on-premise deployment. flowdit is not liable for service disruptions or delays caused by IT-related issues on the Customer’s end. Furthermore, the Customer is not entitled to a refund or a reduction in fees if the issues are a result of the Customer’s failure to provide adequate IT resources, infrastructure, or support.

12.5 Customer’s Right to Terminate in Case of Major Service Disruptions:

If the Customer experiences significant disruptions in the service due to failure on the Provider’s part, the Customer has the right to terminate the agreement under the conditions specified in Section 14 (Termination). However, should the issues arise due to Customer’s IT infrastructure or failure to provide necessary IT support, termination shall not be permissible, and the Customer remains liable for the full payment of the contracted services.

12.6 Limitation of Liability for IT Failures:

The Provider’s liability for any technical failures or service interruptions caused by the Customer’s IT infrastructure or lack of IT support shall be limited to the extent of the fees paid by the Customer for the affected period. The Provider shall not be liable for any consequential losses or damages arising from these IT-related issues, including loss of data, operational downtime, or any other indirect damages.

12.7 Documentation and Acknowledgement of IT Requirements:

The Customer acknowledges that they have received and reviewed the technical documentation related to the on-premise installation and configuration requirements for Docker containers. The Customer must confirm in writing that they are capable of meeting these requirements, or that they will procure the necessary IT support. Failure to do so will result in the Customer being responsible for any additional costs incurred due to delays or failures in the deployment.

12.8 Customer Responsibility. Failures of Customer’s internal IT infrastructure or lack of internal IT support are not Force Majeure and remain Customer’s sole responsibility

12.9 Limitation re Customer IT (Carve-out): The Provider shall not be liable for failures, delays, or disruptions caused by the Customer’s internal IT infrastructure, lack of resources, or failure to provide necessary access and support. This limitation does not apply in cases of wilful misconduct or gross negligence by the Provider.

13. Force Majeure

13.1 General Force Majeure Clause:
The Provider is released from its obligation to perform under this contract if the disruption is due to circumstances of force majeure occurring after the conclusion of the contract, which are beyond the Provider’s control and could not have been avoided with reasonable care.

13.2 Circumstances of Force Majeure:
Circumstances of force majeure include, but are not limited to, the following events:

War, strikes, riots, or other political instability.
Natural disasters (e.g., storms, floods, earthquakes).
Pandemics, government restrictions, or laws preventing performance.
Expropriations or nationalizations of assets.
Failures or disruptions in third-party services, including cloud hosting services or network outages.
Any other event beyond the Provider’s control that prevents or delays the provision of the services as agreed.

13.3 Notification Requirement:
Both parties must notify the other party without delay if a force majeure event occurs. The notification should include the nature of the event, the expected duration of the disruption, and the measures taken to mitigate its effects.

13.4 Consequences of Force Majeure:
In the event of force majeure, the Provider’s obligations under this agreement will be suspended for the duration of the event. The Provider will not be held liable for any delays, service interruptions, or failures in performance caused by such an event.

13.5 Limitations Regarding Customer’s IT Infrastructure:
If the force majeure event relates to issues caused by the Customer’s IT infrastructure (such as failure to install Docker containers, lack of internal IT support, or failure to provide required system resources), the Customer will remain responsible for payment of all services provided up to the point of failure. flowdit will not be liable for any service disruptions, performance issues, or failure to meet performance standards resulting from Customer-side IT issues. In such cases, flowdit may suspend service without liability until the Customer resolves the IT issue.

13.6 Extension of Service Period:
If the force majeure event lasts for more than 60 days, either party may terminate the agreement for cause. If such termination occurs, the Customer will still be responsible for payment of services rendered up to the point of termination.

13.7 Customer’s Responsibility in Force Majeure Situations:
The Customer shall make reasonable efforts to mitigate the impact of a force majeure event on their IT systems and infrastructure, including ensuring that necessary technical resources and support are available during such events. The Customer is also responsible for continuing to meet its payment obligations regardless of any disruptions caused by force majeure events, unless expressly agreed otherwise.

14. Term and Termination

14.1 For monthly fees, the contract runs for an indefinite period and may be terminated with four (4) weeks’ notice to the end of a month. For annual fees, the contract runs indefinitely and may be terminated with two (2) months’ notice to the end of the contract term. If notice is not given, the contract automatically renews for one (1) additional year.

14.2 The right of the parties to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

A party repeatedly violates material contractual obligations under this contract, including timely payment of fees;
A party commits a tortious act in connection with this contract;
A party ceases its business operations in whole or in part and continuation of the contract by a legal successor is not secured.

14.3 Notice of termination must be given in text form.

14.4 Upon termination of the contract, regardless of the reason, the Customer’s contractual rights of use shall end.

14.5 The Customer may self-export the stored data in a common digital format, such as CSV, directly from the platform within one (1) month after the termination of the contract. Additionally, the Customer may access and download image materials stored in the platform. Should the Customer require assistance from the Provider to export data or images, such services will be subject to additional charges based on the effort required. After the expiry of the one-month period, all data will be permanently deleted without further notice. Statutory retention obligations remain unaffected; deletion will occur after expiry of such obligations.

14.6 Free version, trial period for upgrades, and automatic booking:

A free basic version is offered without time limit.

14-day trial period: The Customer may test a paid module or higher license level for 14 days free of charge.

Credit card required: Activation of the trial requires a valid credit card.

Automatic booking: If the higher license is not canceled within 14 days, the chosen license will be automatically booked and charged.

Termination: The trial can be canceled at any time before the end of the 14-day period to avoid automatic subscription. Termination after the trial is subject to the regular contractual terms.

15. Miscellaneous

15.1 For Customers domiciled in the EEA, UK or Switzerland: this Agreement is governed by the laws of Germany with exclusive jurisdiction in Mainz, Germany. For all other Customers: UAE law applies with exclusive jurisdiction in Dubai, UAE. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

15.2 Oral side agreements have not been made. Amendments and supplements to this contract are only valid if agreed in writing between the parties. This also applies to the amendment of the written form clause itself.

15.3 Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid one that comes as close as possible to the economic purpose of the invalid provision.

15.4 Data Security and Confidentiality:
The Provider commits to maintaining high standards of data security and confidentiality for all data processed in the context of the Software. Both parties agree to implement adequate security measures to prevent unauthorized access, disclosure, alteration, or destruction of data. The Customer agrees to take reasonable measures to ensure that only authorized users have access to the Software and associated data. In case of a data breach or unauthorized access, the Provider will promptly notify the Customer and take all necessary actions to remedy the breach, in accordance with applicable data protection laws. The Customer agrees to comply with all applicable data protection regulations, including GDPR or any other local data privacy laws.

15.5 Each Party shall keep in strict confidence and not disclose to any third party any non-public information disclosed by the other Party that is designated confidential or should reasonably be understood to be confidential (“Confidential Information”). Each Party shall use the same degree of care to protect the other’s Confidential Information as it uses to protect its own similar information (but no less than reasonable care) and shall use such information solely for performing this Agreement. Exclusions apply to information that is publicly available without breach, rightfully received from a third party without duty of confidentiality, independently developed without use of the Confidential Information, or required to be disclosed by law or court order (with prompt notice where legally permissible).

15.6 Modifications to Terms and Conditions
The Provider reserves the right to amend or supplement these Terms and Conditions to the extent necessary due to changes in law, case law, technical requirements, or service developments. Customers will be notified of such changes in writing (email suffices) at least thirty (30) days prior to their entry into force.
If the Customer does not agree with the revised Terms, the Customer may object in writing within the notification period. In the event of a timely objection, both Parties have the right to terminate the Agreement with effect from the date the new Terms would otherwise enter into force. If the Customer continues to use the Services after the notification period without objection, the amended Terms shall be deemed accepted.

15.7 Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee is not a direct competitor of the other Party and assumes all obligations hereunder.

These Terms and Conditions were last updated on 15 September 2025 and replace all previous versions.