FLOWLIO GROUP LIMITED

CORPORATE SOFTWARE SERVICES AGREEMENT

CORPORATE AUTHORITY REQUIREMENT

By clicking "I Accept" or "Agree to these Terms and Conditions", you represent and warrant that:

• You are an authorised representative of your organisation with legal authority to bind your company to this Agreement
• You have read, understood, and agree to be bound by all terms and conditions herein
• Your organisation has the corporate power and authority to enter into this Agreement
• This Agreement has been duly authorised by all necessary corporate action

1. ENTERPRISE SERVICE DESCRIPTION

1.1 Software Platform

Flowlio provides a cloud-based software platform ("Platform") designed for business workflow management, process automation, and enterprise collaboration. The Platform includes:

• Multi-user dashboard and administrative controls
• Business process automation tools
• Enterprise reporting and analytics
• API access for business integrations
• Web-based access

1.2 Multi-User Licensing

Your subscription includes:

• Named User Licenses: Specific number of authorised users as specified in your Order Form
• Administrative Controls: Designated administrator accounts for user management
• Scalable Access: Ability to add or remove users subject to subscription terms
• Role-Based Permissions: Customisable access levels for different user types

1.3 Service Levels

We provide:

• 99.5% Uptime Commitment: Monthly availability target with service credits for failures
• Business Hours Support: Technical assistance during UK business hours (9 AM – 6 PM GMT)
• Enterprise Support: Priority support channels for business-critical issues
• Regular Updates: Platform improvements and security updates

2. CORPORATE USER MANAGEMENT

2.1 Administrator Rights

Your designated administrators may:

• Add, remove, and modify user accounts
• Assign role-based permissions and access levels
• Monitor user activity and platform usage
• Configure security settings and authentication requirements
• Access administrative reporting and audit logs

2.2 User Responsibilities

Your organisation is responsible for:

• Maintaining accurate user information and contact details
• Ensuring users comply with acceptable use policies
• Promptly removing access for terminated employees
• Monitoring and controlling user activities on the Platform
• Maintaining confidentiality of login credentials

2.3 Security Requirements

• Users must maintain secure passwords meeting our minimum requirements
• Multi-factor authentication is required for all accounts
• Your organisation must promptly report suspected security breaches
• Regular access reviews and user audits are recommended

3. BUSINESS SUBSCRIPTION AND PAYMENT TERMS

3.1 Subscription Fees

• Billing Cycle: Annual or monthly as specified in your Order Form
• User-Based Pricing: Fees calculated based on number of active user licenses
• Enterprise Tiers: Pricing varies by feature set and user volume
• Currency: All fees quoted in British Pounds Sterling (GBP) unless otherwise specified

3.2 Corporate Invoicing

• Payment Terms: Upon invoice date for annual subscriptions
• Invoicing Method: Electronic invoices sent to designated billing contact
• Purchase Orders: We can accommodate PO requirements for enterprise customers
• Tax Handling: VAT and applicable taxes added as required by law

3.3 Payment Conditions

• Accepted Methods: Bank transfer, corporate credit card, or direct debit
• Late Payments: 1.5% monthly service charge on overdue amounts
• Suspension Rights: We may suspend service for accounts 30+ days overdue
• Collection Costs: Customer responsible for reasonable collection expenses

3.4 Fee Changes

• Annual Contracts: Fees fixed for initial term, subject to renewal adjustments
• Price Increases: 90 days written notice for subscription fee changes
• User Additions: Pro-rated charges for mid-term user license additions
• Downgrades: User reductions effective at next renewal period

4. ENTERPRISE DATA PROTECTION AND GDPR COMPLIANCE

4.1 Data Ownership and Control

• Customer Data Ownership: You retain all rights, title, and interest in your business data
• Data Portability: Right to export data in standard formats upon request
• Data Deletion: Right to request deletion of data upon contract termination
• Access Controls: You control user access to your organisation's data

4.2 GDPR and Privacy Compliance

We comply with applicable data protection laws including:

• UK GDPR: UK GDPR and Data Protection Act 2018
• EU GDPR: Compliance for European operations
• Data Processing Agreement: Incorporated by reference as Appendix A
• Privacy Impact Assessments: Available upon request for enterprise customers

4.3 Data Processing Terms

• Lawful Basis: Processing based on contract performance and legitimate interests
• Data Categories: Business contact information, usage data, and customer content
• Processing Purposes: Service delivery, support, billing, and platform improvement
• Data Retention: Retained only as long as necessary for business purposes

4.4 Security Measures

• Encryption: Data encrypted in transit and at rest using industry standards
• Access Controls: Role-based access with regular access reviews
• Security Monitoring: 24/7 monitoring for security threats and incidents
• Compliance Certifications: SOC 2 Type II and ISO 27001 certified

4.5 Data Breach Notification

• Incident Response: 72-hour notification for reportable data breaches
• Customer Notification: Prompt notification of breaches affecting your data
• Remediation: Immediate steps to contain and remediate security incidents
• Documentation: Detailed incident reports provided upon request

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Flowlio IP Rights

We retain all rights to:

• Platform Software: All code, algorithms, and technical implementations
• Trademarks: Flowlio name, logos, and brand elements
• Documentation: User guides, technical documentation, and training materials
• Improvements: Enhancements developed during service provision

5.2 Corporate Usage Rights

Your subscription grants you:

• Limited License: Non-exclusive right to use Platform for business purposes
• User Access: Rights for authorised users within your organisation
• Integration Rights: API access for legitimate business integrations
• Documentation Use: Right to use our documentation for internal training

5.3 Customer Content Rights

• Ownership Retention: You retain ownership of all data and content uploaded
• License Grant: Limited license for us to process your content for service delivery
• No Ownership Claims: We claim no ownership rights in your business data
• Confidentiality: Your confidential information protected under confidentiality terms

5.4 Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the Platform
• Remove or modify proprietary notices or labels
• Use our trademarks without written permission
• Create derivative works based on our Platform

6. MAINTENANCE AND UPDATES

• Scheduled Maintenance: Advance notice for planned system maintenance
• Emergency Maintenance: Immediate action for critical security or stability issues
• Feature Updates: Regular platform improvements and new functionality

7. PROFESSIONAL LIMITATIONS OF LIABILITY

7.1 Liability Limitations

Damage Caps:

• Annual Liability Limit: Total liability limited to fees paid in the 12 months preceding the claim
• Monthly Liability Limit: For monthly subscriptions, limited to 12 times monthly fees

Excluded Damages: We shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data (except as covered by our backup commitments)
• Business interruption or downtime costs
• Third-party claims or damages

7.2 Enterprise Disclaimers

Service Disclaimers:

• "As Available" Basis: Services provided without warranties beyond those expressly stated
• Third-Party Integrations: No warranties for third-party services or integrations
• Data Accuracy: No warranties regarding accuracy of customer-provided data
• Business Results: No guarantees regarding business outcomes or performance improvements

Technical Disclaimers:

• Compatibility: No warranties for compatibility with all systems or software
• Uninterrupted Service: Cannot guarantee completely uninterrupted service
• Error-Free Operation: Software may contain minor bugs or errors
• Future Functionality: No commitments regarding future features or capabilities

7.3 Mutual Indemnification

Flowlio Indemnification: We will defend and indemnify you against third-party claims that our Platform infringes valid intellectual property rights, subject to:

• Prompt written notice of claims
• Sole control of defence and settlement
• Reasonable cooperation in defence
• Limitation to unmodified use of Platform

Customer Indemnification: You will defend and indemnify us against claims arising from:

• Your use of Platform in violation of this Agreement
• Your data or content that infringes third-party rights
• Integration with unauthorised third-party systems
• Violation of applicable laws or regulations

8. CORPORATE TERMINATION AND DATA RETENTION

8.1 Termination Rights

Termination for Convenience:

• Customer Rights: 30 days written notice for annual contracts
• Renewal Terms: Automatic renewal unless terminated with proper notice
• Early Termination: No refunds for early termination without cause

Termination for Cause: Either party may terminate immediately for:

• Material breach not cured within 30 days of written notice
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of intellectual property rights

8.2 Data Retention and Return

Upon Termination:

• Data Export: 30-day period to export data in standard formats
• Data Deletion: Customer data deleted within 90 days of termination
• Backup Retention: Backup copies deleted within 180 days
• Legal Holds: Data preserved longer if required by legal proceedings

Transition Assistance:

• Technical Support: Reasonable assistance with data migration
• Timeline: Coordinated transition schedule for enterprise customers

8.3 Survival of Terms

The following provisions survive termination:

• Payment obligations for services rendered
• Intellectual property rights and restrictions
• Confidentiality obligations
• Limitation of liability and indemnification
• Data deletion and return obligations

9. COMPLIANCE AND REGULATORY REQUIREMENTS

9.1 Regulatory Compliance

Data Protection:

• UK GDPR and Data Protection Act 2018 compliance
• EU GDPR compliance for European operations
• Regular compliance audits and certifications
• Data Protection Impact Assessments available

Security Standards:

• SOC 2 Type II certification maintained
• ISO 27001 information security management
• Regular penetration testing and vulnerability assessments
• Incident response and business continuity plans

9.2 Industry-Specific Requirements

Financial Services:

• Additional security controls for financial data
• Audit trail and reporting capabilities
• Regulatory reporting assistance where applicable
• Enhanced due diligence documentation

Healthcare and Life Sciences:

• Additional privacy protections for sensitive data
• Audit logging and access controls
• Data residency options where required
• Compliance documentation and certifications

9.3 Audit Rights

Customer Audit Rights:

• Annual right to review security and compliance documentation
• Third-party audit reports available under NDA
• Site visits permitted with reasonable advance notice
• Compliance questionnaire responses provided

Regulatory Audits:

• Cooperation with regulatory examinations
• Documentation and evidence preservation
• Timely response to regulatory inquiries
• Notification of regulatory actions affecting services

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

10.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over any disputes arising from this Agreement.

10.3 Dispute Resolution Process

Informal Resolution:

• Good faith negotiations for 30 days before formal proceedings
• Senior management involvement in dispute resolution
• Mediation through agreed neutral mediator if negotiations fail

Formal Proceedings:

• Litigation in appropriate courts of England and Wales
• Right to seek injunctive relief for intellectual property violations
• Prevailing party entitled to reasonable attorneys' fees
• Class action waiver for individual claims

11. CORPORATE CONTACT AND ACCOUNT MANAGEMENT

11.1 Primary Contacts

Flowlio Contact Information:

• Business Address: Dish Heron House, 47 Lloyd Street, Manchester, M2 5LE, United Kingdom
• Customer Support: support@flowlio.co.uk | +44 (0) 344 326 1221
• Account Management: hello@flowlio.co.uk
• Legal Notices: admin@flowlio.co.uk
• Billing Inquiries: admin@flowlio.co.uk

11.2 Customer Account Management

Designated Contacts:

• Primary Administrator: Responsible for user management and platform configuration
• Billing Contact: Receives invoices and handles payment matters
• Technical Contact: Primary liaison for support and technical issues
• Legal Contact: Receives legal notices and contract communications

Contact Updates:

• Prompt notification required for contact changes
• Written confirmation for administrator changes
• Emergency contact information maintained
• Escalation procedures for critical issues

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement, together with any referenced Order Forms and Data Processing Agreement, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

12.2 Modifications

This Agreement may only be modified by written agreement signed by authorised representatives of both parties, except for updates to our Privacy Policy or acceptable use policies with 30 days notice.

12.3 Assignment

Neither party may assign this Agreement without the other party's written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.

12.4 Severability

If any provision is found unenforceable, the remainder of the Agreement remains in full force and effect, and the unenforceable provision shall be modified to be enforceable while preserving its intent.

12.5 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, government actions, labor disputes, or internet service failures.

12.6 Notices

All notices must be in writing and delivered to the addresses specified in this Agreement or as updated by the parties. Email notices are acceptable for routine communications but not for termination or legal notices.

CORPORATE ACCEPTANCE

By clicking "I Accept and Agree to these Terms and Conditions" below, you acknowledge that:

1. You have read and understood this entire Agreement
2. You are authorised to bind your organisation to these terms
3. Your organisation agrees to be bound by all provisions herein
4. You understand this creates a legally binding contract
5. You have authority to accept on behalf of your company

Electronic Signature: Your electronic acceptance serves as your organisation's binding signature on this Agreement.

Effective Date: This Agreement becomes effective upon your electronic acceptance and remains in effect for the subscription term specified in your Order Form.