GENERAL TERMS

You are amazing for selecting Justflows B.V. and or its subsidiaries and affiliates (referred to as "Justflows", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly.

This Agreement is an agreement between Justflows. B.V. ("the Company", the "Provider" or "the Platform") and the User ("You", "the User") regarding your use of the services offered on this Website (“the Service”) provided by this Website. This Agreement is made by and between you and Justflows by visiting and or logging onto this Website (including the API, mobile application, and other client devices of this Website), using any Services provided by this Website (including the mobile applications of this Website), or clicking on “I Have Read and Agree” button, you confirm that you have read, understood and accepted all the terms and conditions stipulated herein and all the terms and conditions specified in the User Agreement. If you do not agree to any of the terms or conditions of this Agreement or the User Agreement, please stop visiting this Website and using the Service. If you continue to use or visit this Website or use the Service, you shall be deemed to have unconditionally agreed to the entire content of this Agreement and the User Agreement. In order to use the Platform, You should read and abide by this Agreement and relevant agreements or rules.

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE THE SITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR SOFTWARE. BY ACCESSING OR USING THE SITE, SERVICES, AND/OR SOFTWARE, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE BETWEEN 13 AND 17 YEARS OLD, INCLUSIVE, THAT YOU ARE USING THE SITE, SERVICES, AND/OR SOFTWARE ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN), THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

1. DEFINITIONS

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Acceptance Criteria" means:

(a) the Platform and Hosted Services conform in all material respects with the Hosted Services Specification; and
(b) the Hosted Services being free from Hosted Services Defects;

"Acceptance (Trial) Period" means a period of one month following the making available of the Hosted Services to the User for the purposes of testing in accordance with Clause 4 or any repeated making available of the Hosted Services to the User for the purposes of testing in accordance with Clause 4, or such other period or periods as the parties may agree in writing;

"Acceptance Tests (Sandbox Environment)" means a set of tests designed to establish whether the Hosted Services meet the Acceptance Criteria, providing that the exact form of the tests shall be determined and documented by the Provider acting reasonably, and communicated to the User in advance of the first Acceptance Perio OR agreed and documented by the parties acting reasonably in advance of the first Acceptance Period;

"Access Credentials" means the usernames, passwords, and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means this agreement including any Schedules and any amendments to this Agreement from time to time;

"Anti-Corruption Laws" means all applicable anti-bribery and anticorruption laws;

"Anti-Slavery Laws" means all applicable anti-slavery and anti-human trafficking laws (including the Modern Slavery Act 2015);

"Anti-Tax Evasion Laws" means all applicable anti-tax evasion laws (including The Anti Tax Avoidance Directive);

"API" means the application programming interface for the Hosted Services

"Business Day" means any weekday other than a bank or public holiday in the Netherlands;

"Business Hours" means the hours of 09:00 to 17:00 CET on a Business Day;

"CCN" means a change control notice issued in accordance with Clause 17;

"CCN Consideration Period" means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

"Change" means any change to the scope of the Services OR any change to this Agreement;

"Fees" means the following amounts:

(a) the amounts specified in Section 4 of Schedule 1 (Hosted Services particulars);
(b) such amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the User before the date of this Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);

"Confidential Information" means the Provider's Confidential Information and the User's Confidential Information;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"User Confidential Information" means:

"User Data" means all data, works, and materials: uploaded to or stored on the Platform by the User; transmitted by the Platform at the instigation of the User; supplied by the User to the Provider for uploading to, transmission by, or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the User (but excluding analytics data relating to the use of the Platform and server log files);

"User Indemnity Event" has the meaning given to it in Clause 27.3;

"User Personal Data" means any Personal Data that is processed by the Provider on behalf of the User in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller;

"User Representatives" means the person or persons identified as such in Section 5 of Schedule 1 (Hosted Services particulars), and any additional or replacement persons that may be appointed by the User giving to the Provider written notice of the appointment;

"User Systems" means the hardware and software systems of the User that interact with, or may reasonably be expected to interact with, the Hosted Services;

"Customisation" means customization of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the User;

"Effective Date" means the date of execution of this Agreement;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended, and superseded from time to time;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy, and Electronic Communications (Amendments, etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended, and superseded from time to time;

"Expenses" means the travel, accommodation, and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider's obligations under this Agreement;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks, and wars);

"Hosted Services" means Estimates, Invoices, subscriptions OR any other service offered on the Platform, as specified in the Hosted Services Specification, which will be made available by the Provider to the User as a service via the internet in accordance with this Agreement;

"Hosted Services Defect" means a defect, error, or bug in the Platform having an adverse effect on the appearance, operation, functionality, or performance of the Hosted Services, but excluding any defect, error, or bug caused by or arising as a result of:

(a) any act or omission of the User or any person authorized by the User to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the User or by any person authorized by the User;
(c) a failure of the User to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware, or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Section 2 of Schedule 1 (Hosted Services particulars) and in the Documentation;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services and the application of Updates and Upgrades;

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

"Mobile App" means the mobile application known as Justflows mobile that is made available by the Provider through the Google Play Store and the Apple App Store or any other APP store we publish the Mobile App;

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system, and server software is installed;

"Provider Confidential Information" means:

(a) any information disclosed by or on behalf of the Provider to the User during the Term and at any time before the termination of this Agreement (whether disclosed in writing, orally, or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the User (acting reasonably) to be confidential; and
(b) the financial terms of this Agreement;

"Provider Representatives" means the person or persons identified as such in Section 5 of Schedule 1 (Hosted Services particulars), and any additional or replacement persons that may be appointed by the Provider giving to the User written notice of the appointment;

"Remedy Period" means a period of 20 Business Days following the User giving to the Provider a notice that the Hosted Services have failed the Acceptance Tests or such other period as the parties may agree in writing if the User has an Accepted Test agreement with the Provider;

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means any services that the Provider provides to the User, or has an obligation to provide to the User, under this Agreement;

"Set Up Services" means the configuration, implementation, and integration of the Hosted Services in accordance with Section 1 of Schedule 1 (Hosted Services particulars);

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Third Party Services" means any hosted, cloud, or software-based services provided by any third party that is or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the User must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"Update" means a hotfix, patch, or minor version update to any Platform software;

"Upgrade" means a major version upgrade of any Platform software; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1. This Agreement shall come into force upon the Effective Date.

2.2. This Agreement shall continue in force indefinitely OR until the User; deletes the account, at the beginning of which this Agreement shall terminate automatically OR until otherwise agreed upon, upon which this Agreement shall terminate automatically, subject to termination in accordance with Clause 30 or any other provision of this Agreement.

3. Services and Support

Services JustFlows (and its Affiliates, as applicable) will provide you with access to our services, including those specified in the relevant Services Terms, and, if applicable, grant you access to a JustFlows Dashboard.

3.1 The Provider shall provide the Set Up Services to the User Excluding; account personalization or account-related settings.

3.2 The Provider shall use reasonable endeavors to ensure that the Set Up Services upon or promptly following the Effective Date

3.3 The User acknowledges that a delay in the User performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 [28. Force Majeure Event] the Provider will not be liable to the User in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the User performing its obligations under this Agreement.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider

Services Terms; Order of Precedence The Services Terms contain specific provisions governing the rights and obligations related to the services detailed in those Services Terms. If there are no Services Terms for a particular JustFlows service, only these General Terms apply. By accessing or using a service, you agree to comply with the relevant Services Terms. In case of any conflict between a term in these General Terms and a term in any Services Terms or terms incorporated by reference into this Agreement, the order of precedence is as follows: (a) the Services Terms; (b) these General Terms; and (c) all terms incorporated by reference into this Agreement. Your use of the Services may also be subject to additional terms to which you agree through the JustFlows Dashboard.

Subcontracting JustFlows may choose to delegate its obligations under this Agreement to third parties.

Support JustFlows will offer support to help you resolve general issues related to your JustFlows Account and your use of the Services through available resources and documentation accessible on the JustFlows Website and in the Documentation. You can also reach out to JustFlows for support by contacting us. Please note that JustFlows is not responsible for providing support to your Customers.

Third-Party Services JustFlows may mention, enable access to, or promote (including on the JustFlows Website) Third-Party Services. These Third-Party Services are provided for your convenience only, and JustFlows does not endorse, recommend, or approve any Third-Party Services. Your access and use of any Third-Party Service are at your own risk, and JustFlows disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not considered part of our Services and are not governed by this Agreement or JustFlows' Privacy Policy. Your use of any Third-Party Service, including those linked from the JustFlows Website, is subject to the terms of use and privacy policies (if any) of that Third-Party Service.

Your JustFlows Account

Eligibility Only businesses (including sole proprietors) and non-profit organizations located in the countries Justflows accepts are eligible to apply for a JustFlows Account and utilize our Services. JustFlows and its Affiliates may offer Services to you or your Affiliates in other countries or regions through separate agreements. You and your Representative must refrain from attempting to establish a JustFlows Account on behalf of, or for the benefit of, a user whose access to JustFlows services has been suspended or terminated by JustFlows, unless expressly approved by JustFlows.

Business Representative You and your Representative jointly confirm to JustFlows that (a) your Representative is authorized to provide User Information on your behalf and bind you to this Agreement; and (b) your Representative holds a position as an executive officer, director, senior manager, or has significant responsibility for the control, management, or direction of your business. JustFlows may request additional information or documentation to verify your Representative's authority.

Sole Proprietors If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including the payment of amounts you owe under this Agreement.

Age Requirements For sole proprietors who are not of legal contracting age on their own behalf (typically 18 years old but may vary), but are aged 13 years or older, your Representative must be your parent or legal guardian. If your business is a legal entity owned, either directly or indirectly, by an individual who is not of legal contracting age, but who is aged 13 years or older, your Representative must obtain consent either from your board or an authorized officer. The approving board, authorized officer, parent, or legal guardian assumes responsibility to JustFlows and is legally bound by this Agreement as if it had directly agreed to this Agreement itself. You may not use the Services if you are under the age of 13.

Information; Your Business

Information Obtained by JustFlows You grant JustFlows authorization to retrieve information about you and your business from JustFlows' service providers and other third parties, which may include credit reporting agencies, banking partners, and information bureaus. Furthermore, you authorize and instruct those third parties to compile and furnish such information to JustFlows. This information may encompass your name, addresses, credit history, banking relationships, and financial history, as well as those of your Representative, if applicable.

4. Acceptance procedure (Sandbox Environment)

4.1. During each Acceptance Period, the User shall carry out the Acceptance Tests.

4.2. The Provider shall provide to the User at the Provider's own cost and expense (If the User has a paid subscription that contains the FREE support module) OR at the User's cost and expense all such assistance and cooperation in relation to the carrying out of the Acceptance Tests as the User may reasonably request.

4.3. Before the end of each Acceptance Period, the User shall give the Provider a written notice specifying whether the Hosted Services have passed or failed the Acceptance Tests.

4.4. If the User fails to give to the Provider a written notice in accordance with Clause 4.3, then the Hosted Services shall be deemed to have passed the Acceptance Tests.

4.5. If the User notifies the Provider that the Hosted Services have failed the Acceptance Tests, then the User must provide to the Provider, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

5. Hosted Services

5.1 The Provider shall provide, or shall ensure that the Platform will provide, to the User upon the Effective Date AND after a successful payment with the subscription plan chosen, the Access Credentials necessary to enable the User to access and use the Hosted Services.

5.2 The Provider hereby grants to the User a worldwide, non-exclusive license to use the Hosted Services by means of the User Interface and the API for the internal business purposes of the User in accordance with the Documentation during the Term.

5.5 The User shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may gain access to the Hosted Services by means of the Access Credentials.

5.6 The parties acknowledge and agree that Schedule 3 (Availability SLA) shall govern the availability of the Hosted Services.

5.7 The User must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the User or by means of the Access Credentials comply with Schedule 2 (Acceptable Use Policy).

5.8 The User must not use the Hosted Services in any way that causes or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

5.9 The User must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other Users using the Platform, and the User acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the User for the purpose of assuring services to its Users generally

5.11 For the avoidance of doubt, the User has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term.

6. Customisations

6.1 The Provider and the User may agree that the Provider shall design, develop and implement a Customisation or Customisations in accordance with a specification and project plan agreed in writing by the parties OR using the Change control procedure in Clause 17.

6.2 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider (unless the parties agree otherwise in writing).

6.3 From the time and date when a Customisation is first delivered or made available by the Provider to the User, the Customisation shall form part of the Platform, and accordingly from that time and date the User's rights to use the Customisation shall be governed by Clause 5.

6.4 The User acknowledges that the Provider may make any Customisation available to any of its other Users or any other third party at any time following the making available of the Customisation to the User.

7. Maintenance Services

7.1 The Provider shall provide the Maintenance Services to the User during the Term.

7.2 The Provider shall provide the Maintenance Services with reasonable skill and care OR in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

7.3 The Provider shall provide the Maintenance Services in accordance with Schedule 4 (Maintenance SLA).

7.4 The Provider may suspend the provision of the Maintenance Services; Set them Deprecated

8. Support Services

8.1 The Provider shall provide Support for the Services to the User during the Term.

8.2 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

8.3 The Provider shall provide the Support Services in accordance with Schedule 5 (Support SLA).

8.4 The Provider may suspend the provision of the Support Services; Set them as Deprecated

9. User obligations

9.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks, and systems that are directly integrated with the services, as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement.

10. User Systems

10.1 The User shall ensure that the User Systems comply, and continue to comply during the Term, with the requirements of Section 3 of Schedule 1 (Hosted Services particulars) in all material respects, subject to any changes agreed in writing by the Provider.

11. User Data

11.1 The User hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement. The User also grants to the Provider the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.

11.2 The User warrants to the Provider that the User Data OR the User Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

11.3 The Provider shall create a backup copy of the User Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the backup was taken and shall retain and securely store each such copy for a minimum period of 30 days.

11.4 Within the period of 1 Business Day following receipt of a written request from the User, the Provider shall use all reasonable endeavors to restore to the Platform the User Data stored in any backup copy created and stored by the Provider in accordance with Clause 11.3. The User acknowledges that this process will overwrite the User Data stored on the Platform prior to the restoration.

Use Rights

Feedback During the Term, you and your Affiliates have the option to provide Feedback to JustFlows or its Affiliates. You hereby grant, on behalf of yourself and your Affiliates, to JustFlows and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to utilize that Feedback for any purpose. This includes but is not limited to developing, enhancing, manufacturing, promoting, selling, and maintaining the JustFlows services. It is important to note that all Feedback constitutes JustFlows' confidential information.

40. Third-party rights

40.1 This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

40.2 The exercise of the parties rights under this Agreement is not subject to the consent of any third party.

12. Integrations with Third Party Services

12.1 The Provider may integrate the Hosted Services with any Third Party Services at any time.

12.3 The Provider shall use reasonable endeavors to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the User. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

12.4 The supply of Third Party Services shall be under a separate contract or arrangement between the User and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the User to the relevant third party in respect of the use of Third Party Services.

12.6 Additional Fees may be payable by the User to the Provider in respect of the activation and/or use of a Third Party Services integration, as set out in Schedule 1 (Hosted Services particulars).

13. Mobile App

13.1 The parties acknowledge and agree that the use of the Mobile App, the parties respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.

14. No assignment of Intellectual Property Rights

14.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the User, or from the User to the Provider.

15. Representatives

16. Request a Management Meeting

16.2 A party requesting a management meeting shall give to the other party at least 10 Business Days written notice of the meeting.

16.3 Wherever necessary to enable the efficient conduct of business, the Provider shall be represented at management meetings by at least 1 Provider Representative and the User shall be represented at management meetings by at least 1 User Representative.

17.Change control

17.1 The provisions of this Clause 17 apply to each Change requested by a party.

17.2 Either party may request a Change at any time.

17.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 6 (Form of CCN).

17.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

18. Services Fees; Taxes

Service Fees The fees, known as "Fees," are specified on the JustFlows Pricing Page, unless you and JustFlows agree otherwise in writing. JustFlows reserves the right to amend the Fees at any time. If JustFlows decides to adjust the Fees for a Service that you are currently using, you will receive notice from JustFlows at least 30 days in advance (or a longer period if required by law) before the revised Fees become applicable.

18.1 The User shall pay the Fees to the Provider in accordance with this Agreement.

18.2 If the Fees are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the User's written consent before performing Services that result in any estimate of time-based Fees given to the User being exceeded or any budget for time-based Fees agreed by the parties being exceeded; and unless the User agrees otherwise in writing, the User shall not be liable to pay to the Provider any Fees in respect of Services performed in breach of this Clause 18.2.

18.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value-added taxes OR in some cases inclusive of any applicable value-added taxes, which will be added to those amounts and payable by the User to JustFlows.

18.4 The Provider may elect to vary any element of the Fees by giving to the User not less than 30 days written notice of the variation expiring on any anniversary of the date of execution of this Agreement, providing that no such variation shall constitute a percentage increase in the relevant element of the Fees that exceed 10% over the percentage increase, since the date of the most recent variation of the relevant element of the Fees under this Clause 18.4 (or, if no such variation has occurred, since the date of execution of this Agreement), in the Retail Prices Index (all items) published by the Dutch for National Statistics.

19. Expenses

19.1 The User shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorization of the User before incurring any Expenses exceeding such limitations as may be agreed in writing by the parties from time to time.

19.2 The Provider must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 90 days following the end of the Term.

19.3 Within 10 Business Days following receipt of a written request from the User to do so, the Provider must supply to the User such copies of the evidence for the Expenses in the possession or control of the Provider as the User may specify in that written request.

User Bank Accounts; Funds

User Bank Accounts; Prohibition on Grant or Assignment You are required to designate at least one User Bank Account in connection with your use of our Services. JustFlows may make debits and credits to a User Bank Account as outlined in this Agreement. Until funds are deposited into a User Bank Account, you are prohibited from granting or assigning any lien or interest in funds that may be owed to you under this Agreement to any third party.

Investment of Funds To the extent allowed by law and as per the applicable Financial Services Terms, JustFlows may invest the funds it holds in liquid investments. The earnings from these investments are owned by JustFlows. You irrevocably assign to JustFlows any rights you may have (if any) to earnings from these investments.

For Authorized Payment Services, JustFlows uses Several Third-party providers which are all regulated financial institutions. Upon selecting one of the Payment services you will be asked to acknowledge and agree to their terms of service In this capacity, the selected Partners are responsible for collecting payment proceeds from Transactions on behalf of JustFlows, safeguarding these proceeds, and settling them to your User Bank Account or as otherwise instructed by you. It's essential to understand that JustFlows is not a bank and does not accept deposits.

20. Payments

20.1 The Provider shall issue invoices for the Fees to the User from time to time during the Term based on the subscription plan. That the User has chosen.

20.2 The User must pay the Fees to the Provider directly upon the selection of the subscription plan. And is charged upfront every month OR when a separate contract is in place within the period of 30 days following the issue of an invoice in accordance with this Clause 20.

20.3 The User must pay the Fees by debit card, credit card, direct debit, bank transfer, or any other Payment method offered and accepted by the Provider (using such payment details as are notified by the Provider to the User from time to time).

21. Confidentiality obligations

21.3 Notwithstanding Clauses 21.1 and 21.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents, and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

21.5 The restrictions in this Clause 21 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognized stock exchange.

21.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.

21.8 The provisions of this Clause 21 shall continue in force indefinitely following the termination of this Agreement

22. Publicity

22.1 The User must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements, and marketing materials) without the prior written consent of the Provider, such consent is not to be unreasonably withheld or delayed, and providing that the User may make the following public disclosures without the consent of the Provider: public announcement That the User uses Justflows without any detail relating to this Agreement.

22.2 Nothing in this Clause 22 shall be construed as limiting the obligations of the parties under Clause 21.

23. Data protection

23.1 Each party shall comply with the Data Protection Laws with respect to the processing of the User's Personal Data.

23.2 The User warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

23.4 The Provider shall only process the User Personal Data for the purposes specified in Section 3 of Schedule 7 (Data processing information).

23.5 The Provider shall only process the User Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 23.

23.6 The Provider shall only process the User Personal Data on the documented instructions of the User (including with regard to transfers of the User Personal Data to a third country under the Data Protection Laws), as set out in this Agreement or any other document agreed by the parties in writing.

23.8 The Provider shall promptly inform the User if, in the opinion of the Provider, an instruction of the User relating to the processing of the User's Personal Data infringes the Data Protection Laws.

23.9 Notwithstanding any other provision of this Agreement, the Provider may process the User's Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the User of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

23.10 The Provider shall ensure that persons authorized to process the User Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

23.11 The Provider and the User shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the User's Personal Data, including those measures specified in Section 4 of Schedule 7 (Data processing information).

23.12 The Provider has the right to change and or add any third party to process the User's Personal Data without the prior specific or general written authorization of the User. In the case of a general written authorization, the Provider shall inform the User at least 14 days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the User objects to any such changes before their implementation, then specify consequences of objection. The Provider shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 23.

23.13 As at the Effective Date, the Provider is hereby authorized by the User to engage, as sub-processors, with respect to User Personal Data, the third parties, and third parties within the categories, identified in Section 5 of Schedule 7 (Data processing information).

23.14 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the User with the fulfillment of the User's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

23.15 The Provider shall assist the User in ensuring compliance with the obligations relating to the security of the processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the User at its standard time-based charging rates for any work performed by the Provider at the request of the User pursuant to this Clause 23.15.

23.16 The Provider must notify the User of any Personal Data breach affecting the User's Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.

23.17 The Provider does not have to make available to the User all information necessary to demonstrate compliance of the Provider with its obligations under Clause 23 and the Data Protection Laws. The Provider may charge the User at its standard time-based charging rates for any work performed by the Provider at the request of the User pursuant to this Clause 23.17, providing that no such Fees shall be levied with respect to the completion by the Provider (at the reasonable request of the User, not more than once per calendar year) of the standard information security questionnaire of the User.

23.18 The Provider shall, at the choice of the User, delete or return all of the User's Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires the storage of the relevant Personal Data (The right to be forgotten).

23.19 The Provider does not have to contribute to audits, including inspections, conducted by the User or another auditor mandated by the User in respect of the compliance of the Provider's processing of User Personal Data with the Data Protection Laws and this Clause 23. The Provider may charge the User at its standard time-based charging rates for any work performed by the Provider at the request of the User pursuant to this Clause 23.19, providing that no such Fees shall be levied where the request to perform the work arises out of any breach by the Provider of this Agreement or any security breach affecting the systems of the Provider.

23.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavors promptly to agree on such variations to this Agreement as may be necessary to remedy such noncompliance.

Privacy and Data Use

24. Warranties

24.3 The Provider warrants to the User that the Hosted Services, when used by the User in accordance with this Agreement, will not breach any laws, statutes, or regulations applicable under Dutch law.

24.4 The Provider warrants to the User that the Hosted Services, when used by the User in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

24.6 The User warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

24.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

25. Acknowledgements and warranty limitations

25.1 The User acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, and bugs.

25.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

25.3 The User acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification, and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

25.4 The User acknowledges that the Provider will not provide any legal, financial, accountancy, or tax advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the User will not give rise to any legal liability on the part of the User or any other person.

26. Indemnities

26.1 The Provider shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Provider of this Agreement (a "Provider Indemnity Event").

26.3 The User shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs, and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the User of this Agreement (a "User Indemnity Event").

26.5 The indemnity protection set out in this Clause 26 shall be subject to the limitations and exclusions of liability set out in this Agreement, except those agreed upon and signed in a separate schedule.

27. Limitations and exclusions of liability

27.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

27.4 The Provider shall not be liable to the User in respect of any loss of profits or anticipated savings.

27.5 The Provider shall not be liable to the User in respect of any loss of revenue or income.

27.6 The Provider shall not be liable to the User in respect of any loss of use or production.

27.7 The Provider shall not be liable to the User in respect of any loss of business, contracts, or opportunities.

27.8 The Provider shall not be liable to the User in respect of any loss or corruption of any data, database, or software.

27.9 The Provider shall not be liable to the User in respect of any special, indirect, or consequential loss or damage.

28. Force Majeure Event

28.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

28.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

29. Termination; Suspension; Survival

Account Termination

(a) Termination by You: You have the option to terminate this Agreement at any time by closing your JustFlows Account. To do so, navigate to your account settings, select the "close my account" option, and cease using the Services. In the event that you resume using the Services after termination, this Agreement will be reinstated with an Effective Date corresponding to the date of your renewed use of the Services.
(b) Termination by JustFlows: JustFlows reserves the right to terminate this Agreement, or any portion thereof, or to close your JustFlows Account at any time and for any reason or for no reason at all. This includes situations where any event specified in Sections 6.2(a)–(i)[Suspension] of these General Terms occurs. JustFlows will provide you with notice of termination. Furthermore, JustFlows may terminate this Agreement (or the relevant portion) for cause if JustFlows suspends the Services (as outlined in Section 6.2 [Suspension] of these General Terms) and does not reinstate the suspended Services within 30 days
(c) Termination for Material Breach: In the event of a material breach of this Agreement by any party, that party may terminate this Agreement promptly upon providing notice to the other parties. If the breach is capable of remedy, the breaching party must rectify the breach within 10 days after receiving notice specifying the breach. If the material breach pertains exclusively to specific Services, the non-breaching party issuing the notice may choose to terminate only those affected Services.
(d) Effect on Other Agreements: Unless explicitly stated otherwise, the termination of this Agreement will not affect any other agreements between the parties or their Affiliates.

29.1 Either party may terminate this Agreement by giving to the other party not less than 30 days written notice of termination, expiring after the end of the Minimum Term.

29.5 The rights of termination set out in this Agreement shall not exclude any rights of termination available at law.

Suspension

30. Effects of termination

Survival

30.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have an effect, save that the following provisions of this Agreement shall survive and continue to have an effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.8, 5.11, 12.7, 13, 19.2, 19.3, 20.2, 20.4, 21, 22, 23, 26, 27, 30, 31, 32.1, 32.2, 32.4, 32.8, 32.9, 33.1, 33.5, 34.1, 34.5, 37, 38, 39, 40, 41, 42, 43 and 44.

30.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.

31. Non-solicitation of personnel

31.1 The User must not, without the prior written consent of the Provider, either during the Term or within the period of 12 months following the end of the Term, engage, employ, or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of this Agreement.

32. Anti-corruption

32.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti Corruption Laws in relation to this Agreement.

32.2 Save to the extent that applicable law requires otherwise, each party must promptly notify the other if it becomes aware of any events or circumstances relating to this Agreement that will or may constitute a breach of the AntiCorruption Laws (irrespective of the identity of the person in breach).

32.4 Each party shall create and maintain proper books and records of all payments and other material benefits given by one party to the other, and each party shall promptly following receipt of a written request from the other party supply copies of the relevant parts of those books and records to the other party.

32.5 The Provider must comply with the supply chain anti-corruption and antibribery policy of the User, supplied or made available by the User to the Provider before the Effective Date, as it may be updated by the User acting reasonably from time to time.

32.7 Each party shall provide reasonable cooperation to the other party, at its own expense, in relation to any due diligence exercises, risk assessments, monitoring programs, and reviews conducted by the other party for the purpose of ensuring or promoting compliance with the AntiCorruption Laws.

32.8 Nothing in this Agreement shall prevent either party from reporting a breach of the Anti-Corruption Laws to the relevant governmental authorities.

32.9 Any breach of this Clause 32 shall be deemed to constitute a material breach of this Agreement.

33. Anti-slavery

33.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Slavery Laws.

33.2 The Provider shall ensure that all persons that provide services or supply products to the Provider, where such services or products are used in the performance of the obligations of the Provider under this Agreement, will comply with the Anti-Slavery Laws; and the Provider shall maintain written contracts with all such persons, and shall ensure that each of those contracts includes express requirements on the provider of services or supplier of goods to comply with the Anti-Slavery Laws.

33.3 The Provider must comply with the supply chain anti-slavery and anti-human trafficking policy of the User, supplied or made available by the user to the Provider before the Effective Date, as it may be updated by the User acting reasonably from time to time.

33.5 Any breach of this Clause 33 shall be deemed to constitute a material breach of this Agreement.

34. Anti-tax evasion

34.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with the Anti-Tax Evasion Laws.

34.2 The Provider shall ensure that all employees, agents, and persons that provide services to the Provider, when acting in such capacity in connection with this Agreement, will comply with the Anti-Tax Evasion Laws.

34.3 The Provider must comply with the supply chain anti-tax evasion policy of the User, supplied or made available by the User to the Provider before the Effective Date, as it may be updated by the User acting reasonably from time to time.

34.5 Any breach of this Clause 34 shall be deemed to constitute a material breach of this Agreement.

35. Notices

35.1 Any notice given under this Agreement must be in writing, whether or not described as "written notice" in this Agreement.

35.3 The addressee and contact details set out in Section 6 of Schedule 1 (Hosted Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 35.

35.4 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

36. Subcontracting

36.1 Subject to any express restrictions elsewhere in this Agreement, the Provider may subcontract any of its obligations under this Agreement.

36.2 The Provider shall remain responsible to the User for the performance of any subcontracted obligations.

36.3 Notwithstanding the provisions of this Clause 36 but subject to any other provision of this Agreement, the User acknowledges and agrees that the provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

37. Assignment

37.1 The User hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider's contractual rights and obligations under this Agreement.

37.2 Save to the extent expressly permitted by applicable law, the User must not assign, transfer or otherwise deal with the User's contractual rights and/or obligations under this Agreement without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed, providing that the User may assign the entirety of its rights and obligations under this Agreement to any Affiliate of the User or to any successor to all or a substantial part of the business of the Customer from time to time.

38. No waivers

38.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

38.2 No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

39. Severability

39.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

39.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

41. Variation

41.1 This Agreement may not be varied except by means of a written document signed by or on behalf of each party, without prejudice to the requirements of Clause 17.

42. Entire agreement

42.1 The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this agreement and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

42.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

42.3 The provisions of this Clause 42 are subject to Clause 27.1

43. Law and jurisdiction

43.1 This Agreement shall be governed by and construed in accordance with Dutch law.

43.2 Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the Netherlands.

44. Interpretation

44.2 The Clause headings do not affect the interpretation of this Agreement.

44.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February, and so on) into which a year is divided.

44.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters, or things.