Terms of Service

These Terms of Service are entered into between Joana Technologies Limited, a company incorporated in England and Wales with company number 15862277, whose registered office is at Arquen House, 4 to 6 Spicer Street, St Albans, England, AL3 4PQ, trading as Flowstate (“Flowstate”), and the entity identified as the customer in the Order (the “Customer”).

1. Definitions and interpretation

1.1 In this Agreement:

• “Acceptable Use Policy” means Flowstate’s acceptable use policy, as amended from time to time.
• “Agreement” means the documents listed in clause 2.3.
• “AI Router” means the optional Flowstate service that receives Requests from the Customer and forwards them to Third-Party AI Providers.
• “Authorised User” means an individual whom the Customer permits to access the Services.
• “Customer Code” means any code, script, hook or workflow written, uploaded or configured by or for the Customer for execution on the Services.
• “Customer Data” means all data submitted to, or collected by, the Services by or on behalf of the Customer, including data obtained from Third-Party Services.
• “DPA” means Flowstate’s Data Processing Addendum, as amended from time to time.
• “Enterprise Plan” means a subscription purchased under an Order Form signed by both parties.
• “Failover Service” means the optional service described in clause 11.4.
• “Fees” means the fees payable for the Services under the Order, together with any Failover Charges.
• “Insights” means any report, analysis, forecast, recommendation, cost figure or other output generated by the Services, including by Eddy.
• “Order” means an online order completed through Flowstate’s checkout (“Checkout”) or an Order Form.
• “Order Form” means an order form or statement of work signed by both parties that refers to this Agreement.
• “Request” means any prompt, input, payload or call sent through the AI Router, together with any response.
• “Selected Region” means the data region the Customer selects when its Tenant is provisioned.
• “Self-Serve Plan” means a subscription purchased through Checkout.
• “Services” means the Flowstate platform and related services made available to the Customer under an Order, including the web application, the application programming interfaces, the MCP server, the AI Router, Eddy and the Failover Service.
• “SLA” means Flowstate’s Service Level Agreement, as amended from time to time.
• “Subscription Term” means the initial subscription period stated in the Order together with each Renewal Period.
• “Tenant” means the logically separate instance of the Services provisioned for the Customer.
• “Third-Party AI Provider” means any provider of artificial intelligence models or services that the Customer uses with the Services.
• “Third-Party Service” means any product or service not provided by Flowstate, including Third-Party AI Providers.

1.2 Headings do not affect interpretation. The words “including” and “include” mean “including without limitation”.

2. Acceptance and structure

2.1 The Customer accepts this Agreement by completing Checkout, signing an Order Form or accessing the Services, whichever occurs first. The individual accepting this Agreement warrants that they have authority to bind the Customer.

2.2 The Services are provided solely for business purposes. The Customer warrants that it is not acting as a consumer.

2.3 The Agreement comprises the Order, the DPA, the SLA, the Acceptable Use Policy and these Terms of Service. In the event of conflict, they take precedence in that order, save that the DPA prevails in all matters relating to the processing of personal data.

3. Provision of the Services

3.1 Subject to the Customer’s compliance with this Agreement and payment of the Fees, Flowstate grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Authorised Users to use the Services for the Customer’s internal business purposes.

3.2 Flowstate shall provision the Customer’s Tenant in the Selected Region following acceptance of the Order. The Selected Region may not be changed except by written agreement.

3.3 Self-Serve Plans are provided on the terms of this Agreement without modification. Enterprise Plans are provided on the terms of this Agreement as varied by the applicable Order Form.

3.4 Flowstate may modify, enhance or discontinue any feature of the Services at any time, provided that it shall not materially reduce the core functionality of the Services during the Subscription Term of an Enterprise Plan.

4. Customer obligations

4.1 The Customer shall:

• ensure that each Authorised User complies with this Agreement, and remain liable for all acts and omissions of its Authorised Users;
• keep all credentials and API keys confidential and secure;
• notify Flowstate immediately on becoming aware of any unauthorised access to or use of the Services; and
• comply with all applicable laws in its use of the Services.

4.2 The Customer shall not, and shall not permit any person to:

• copy, modify, decompile, disassemble or reverse engineer any part of the Services, except as permitted by law;
• access the Services to build a competing product or service;
• sublicense, resell or make the Services available to any third party; or
• use the Services in breach of the Acceptable Use Policy.

5. Fees and payment

5.1 The Customer shall pay the Fees in accordance with the Order.

5.2 Fees for Self-Serve Plans are payable in advance for each billing period in US dollars, pounds sterling or euros, using the payment method the Customer provides at Checkout. The Customer authorises Flowstate to charge that payment method for all Fees as they fall due.

5.3 Fees for Enterprise Plans are payable against invoice in the currency, and within the period, stated in the Order Form.

5.4 All Fees are exclusive of VAT and other applicable taxes, which the Customer shall pay in addition. All Fees shall be paid in full without set-off, counterclaim, deduction or withholding.

5.5 Flowstate may change the Fees by giving the Customer not less than 30 days’ written notice. Any change takes effect from the start of the next Renewal Period.

5.6 Flowstate may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

6. Term, renewal and cancellation

6.1 This Agreement continues for the Subscription Term.

6.2 At the end of each billing period, the subscription renews automatically for a further period of equal length (a “Renewal Period”) unless either party gives written notice of non-renewal not less than 7 days before the end of the then-current period. The Customer shall give notice by email to support@flowstate.inc.

6.3 An Order Form may specify different renewal and notice terms.

7. Non-payment

7.1 If any Fees remain unpaid on their due date, Flowstate shall notify the Customer.

7.2 If the Fees remain unpaid 14 days after that notice, Flowstate may, without further notice or liability, suspend the Customer’s access to the Services, terminate this Agreement, or both.

7.3 Flowstate shall restore access within a reasonable time of receiving full payment, provided it has not terminated this Agreement.

8. No refunds

All Fees are non-cancellable and non-refundable, including where Flowstate suspends or terminates the Services in accordance with this Agreement. The sole exception is a service credit payable under the SLA.

9. Customer Data

9.1 As between the parties, the Customer owns all Customer Data.

9.2 The Customer grants Flowstate a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data to the extent necessary to provide, secure, support and improve the Services, and as set out in the DPA.

9.3 Flowstate shall store Customer Data in the Selected Region, logically separated from the data of other customers, save as set out in the DPA.

9.4 Flowstate shall not sell Customer Data and shall not use Customer Data to train or fine-tune language models.

9.5 Flowstate owns all usage data, telemetry and aggregated or de-identified data derived from the Services, provided that such data does not identify the Customer or any individual.

9.6 The Customer warrants that it has all rights, consents and lawful bases necessary for Flowstate to process Customer Data under this Agreement.

10. Insights

10.1 Insights are generated from the data available to Flowstate, including data supplied by Third-Party AI Providers and Third-Party Services. Flowstate does not warrant that any Insight is accurate, complete or fit for any purpose.

10.2 Flowstate calculates AI costs in US dollars using each Third-Party AI Provider’s published rates. Where the Customer has agreed custom, negotiated or discounted pricing with a Third-Party AI Provider, the Customer shall notify Flowstate in writing. Flowstate is not responsible for any inaccuracy arising from the Customer’s failure to do so.

10.3 Flowstate shall have no liability for any inaccuracy in Insights arising from the Customer’s contracts with, pricing tier with, or data reported by any Third-Party AI Provider or Third-Party Service.

10.4 Insights do not constitute financial, accounting, tax, legal or employment advice. The Customer is solely responsible for verifying Insights before relying on them, and shall not rely on Insights as the sole basis for any decision producing legal or similarly significant effects on any individual.

11. AI Router and Failover Service

11.1 The AI Router is optional. Flowstate operates the AI Router on Cloudflare’s network unless the Customer has agreed an alternative deployment in an Order Form. Alternative deployments, including in-region deployments, are available on Enterprise Plans at additional cost.

11.2 Flowstate shall retain Requests for up to 7 days in accordance with the DPA.

11.3 Flowstate is not responsible for the availability, performance, outputs or charges of any Third-Party AI Provider. The Customer is solely responsible for its contracts with Third-Party AI Providers and for all charges they levy.

11.4 If the Customer opts in to the Failover Service, Flowstate may, at its sole discretion, route Requests to an alternative provider selected by Flowstate from Google Cloud Vertex AI, Amazon Web Services Bedrock and Microsoft Azure where the Customer’s Third-Party AI Provider is unavailable. Flowstate shall only use providers under enterprise terms that prohibit logging and retention of Requests.

11.5 The Customer shall pay all charges incurred for Requests routed through the Failover Service (“Failover Charges”). Flowstate shall invoice Failover Charges at cost, without margin.

12. Fair use and dedicated deployments

12.1 The Services are provided on shared infrastructure. The Customer shall not use the Services in a manner that, in Flowstate’s reasonable opinion, degrades the performance or availability of the Services for other customers.

12.2 Flowstate may apply rate limits, throttling or queuing to the Services in accordance with the Acceptable Use Policy.

12.3 If Flowstate determines, at its sole discretion, that the Customer’s use affects other customers or Flowstate’s infrastructure, Flowstate may require the Customer to migrate to a dedicated regional deployment by giving written notice. The Customer shall cooperate fully and complete the migration within the period specified in the notice.

12.4 Flowstate shall not charge for the migration itself. Flowstate may require the Customer to move to an Enterprise Plan as a condition of continued use of a dedicated deployment.

12.5 If the Customer fails to complete a migration within the period specified, Flowstate may restrict or suspend the Customer’s use of the Services, or terminate this Agreement, without liability.

13. Customer Code

13.1 The Customer owns all Customer Code. The Customer grants Flowstate a licence to host, execute and inspect Customer Code to provide, secure and support the Services.

13.2 The Customer is solely responsible for Customer Code, its operation and its outputs. Customer Code is subject to the Acceptable Use Policy, and Flowstate may halt, block or remove any Customer Code at any time without notice.

14. Third-Party Services

14.1 By connecting a Third-Party Service, the Customer authorises Flowstate to access that service and process its data on the Customer’s behalf.

14.2 The Customer’s use of any Third-Party Service is governed solely by the terms between the Customer and its provider. Flowstate gives no warranty in respect of, and shall have no liability for, any Third-Party Service.

15. Security

15.1 The Customer shall notify Flowstate at security@flowstate.inc immediately on becoming aware of any actual or suspected security vulnerability, incident or unauthorised access affecting the Services.

15.2 Flowstate shall notify the Customer without undue delay on becoming aware of a security incident affecting Customer Data. Personal data breaches are governed by the DPA.

16. Suspension

16.1 Flowstate may suspend the Customer’s or any Authorised User’s access to all or part of the Services immediately and without notice where:

• the Customer breaches the Acceptable Use Policy;
• Flowstate reasonably believes suspension is necessary to protect the Services, Flowstate or any other customer; or
• suspension is required by law.

16.2 Suspension does not relieve the Customer of its obligation to pay the Fees.

17. Termination

17.1 Either party may terminate this Agreement with immediate effect by written notice if the other party:

• commits a material breach that is incapable of remedy, or that it fails to remedy within 30 days of written notice requiring it to do so; or
• becomes insolvent, enters administration, liquidation or any arrangement with its creditors, or suffers any analogous event in any jurisdiction.

17.2 Flowstate may terminate this Agreement with immediate effect by written notice if the Customer commits a serious or repeated breach of the Acceptable Use Policy.

17.3 On termination or expiry:

• all rights granted to the Customer cease immediately;
• all outstanding Fees become immediately due; and
• Flowstate shall delete Customer Data within 30 days, and shall have no obligation to retain or return Customer Data after the termination date. The Customer is responsible for exporting Customer Data before termination.

17.4 Clauses 8, 9.5, 10, 17.3, 18, 20, 21, 22 and 24 survive termination.

18. Confidentiality

18.1 Each party shall keep the other party’s confidential information confidential, use it only to perform this Agreement, and disclose it only to its employees, contractors and advisers who need to know it and are bound by equivalent obligations.

18.2 Clause 18.1 does not apply to information that is or becomes public other than through breach, was lawfully known to the recipient before disclosure, is independently developed, or must be disclosed by law or by any regulatory authority.

19. Intellectual property

19.1 Flowstate and its licensors own all intellectual property rights in the Services, Insights templates, documentation and the flowstate™ trademark (UK00004173327). No rights are granted to the Customer except as expressly set out in this Agreement.

19.2 Flowstate may use any feedback or suggestions provided by the Customer without restriction or compensation.

20. Warranties and disclaimers

20.1 For Enterprise Plans, Flowstate warrants that it shall provide the Services with reasonable skill and care. The Customer’s sole remedy for breach of this warranty is for Flowstate to use reasonable endeavours to correct the non-conformity, or the remedies set out in the SLA.

20.2 Self-Serve Plans are provided “as is” and “as available”.

20.3 Except as expressly set out in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law. Flowstate does not warrant that the Services will be uninterrupted or error-free.

21. Indemnity

The Customer shall indemnify Flowstate against all losses, damages, costs and expenses (including reasonable legal fees) arising from any claim by a third party in connection with Customer Data, Customer Code, the Customer’s use of any Third-Party Service, or the Customer’s breach of the Acceptable Use Policy.

22. Limitation of liability

22.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

22.2 Subject to clause 22.1, neither party shall be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, goodwill, anticipated savings or data, or for any indirect, special or consequential loss.

22.3 Subject to clause 22.1, each party’s total aggregate liability arising under or in connection with this Agreement in any 12-month period shall not exceed the Fees paid and payable by the Customer in the 12 months preceding the event giving rise to the claim.

22.4 The limits in this clause 22 do not apply to the Customer’s obligation to pay the Fees or to its liability under clause 21.

23. Changes to this Agreement

23.1 Flowstate may amend this Agreement by giving the Customer not less than 30 days’ written notice of any material change. Continued use of the Services after the change takes effect constitutes acceptance.

23.2 Amendments shall not apply to an Enterprise Plan during its then-current Subscription Term unless the Customer agrees in writing, save where required by law.

24. General

24.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales.

24.2 Jurisdiction. The courts of England and Wales have exclusive jurisdiction, regardless of where the Customer is located.

24.3 Force majeure. Flowstate shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including failures of Third-Party AI Providers, cloud infrastructure providers or telecommunications networks.

24.4 Assignment. The Customer may not assign or transfer any of its rights or obligations without Flowstate’s prior written consent. Flowstate may assign this Agreement to any affiliate or to any successor to all or part of its business.

24.5 Notices. Notices to Flowstate shall be sent to support@flowstate.inc. Notices to the Customer may be sent to the email address associated with its account.

24.6 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings. Each party acknowledges that it has not relied on any statement not set out in this Agreement.

24.7 Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall continue in full force.

24.8 Waiver. No failure or delay in exercising any right constitutes a waiver of that right.

24.9 Third-party rights. No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

24.10 Relationship. Nothing in this Agreement creates a partnership, joint venture or agency between the parties.