Software as a Service
Subscriber Agreement

1. Definitions

"Agreement" means this Software as a Service Subscriber Agreement together with any Order Form, statement of work, or other document incorporated by reference.

"Authorised Users" means the employees, contractors, and agents of the Subscriber who are permitted to access the Service under the Subscription.

"Confidential Information" means all non-public information disclosed by either party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

"Documentation" means the user manuals, technical guides, and online help materials provided by ReflowAI in connection with the Service.

"Order Form" means a written or electronic order specifying the Service tier, number of Authorised Users, Subscription Term, and applicable Fees.

"Personal Data" has the meaning given in the UK GDPR and the Data Protection Act 2018.

"ReflowAI" means ReflowAI Limited, a company incorporated in England and Wales with company number 16586802, whose registered office is at Tunbridge Wells, Kent, United Kingdom.

"Service" means the FitForAudit compliance automation software-as-a-service platform and any associated mobile applications, APIs, and ancillary services provided by ReflowAI under this Agreement.

"Subscriber" means the organisation that has entered into this Agreement with ReflowAI.

"Subscription" means the right granted to the Subscriber to access and use the Service during the Subscription Term in accordance with this Agreement.

"Subscription Term" means the period specified in the Order Form during which the Subscriber is entitled to use the Service.

2. Subscription and Access

Subject to the Subscriber's compliance with this Agreement and payment of all applicable Fees, ReflowAI grants the Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for the Subscriber's internal business operations.

The Subscriber may permit Authorised Users to access the Service, provided that the total number of Authorised Users does not exceed the number stated in the applicable Order Form. The Subscriber is responsible for ensuring that Authorised Users comply with the terms of this Agreement.

ReflowAI will use commercially reasonable efforts to make the Service available 99.5% of the time in any given calendar month, excluding scheduled maintenance windows. ReflowAI will provide advance notice of planned maintenance where practicable.

ReflowAI reserves the right to modify, update, or discontinue features of the Service from time to time, provided that any material reduction in functionality will be communicated with reasonable notice.

3. Use Restrictions

The Subscriber must not, and must ensure that Authorised Users do not:

(a) copy, modify, create derivative works of, reverse engineer, decompile, or disassemble any part of the Service or Documentation;

(b) resell, sublicense, distribute, or make the Service available to any third party other than Authorised Users;

(c) use the Service to provide services to third parties (including bureau services, time-sharing, or service bureau use);

(d) circumvent or attempt to circumvent any security or access controls built into the Service;

(e) use the Service in a manner that violates any applicable law, regulation, or third-party rights;

(f) upload or transmit any content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable;

(g) introduce any virus, worm, trojan horse, or other malicious code into the Service or ReflowAI's systems;

(h) attempt to access or probe ReflowAI's systems or networks without written authorisation.

4. Fees and Payment

The Subscriber agrees to pay the Fees set out in the applicable Order Form. All Fees are stated exclusive of VAT, which will be added at the applicable rate.

Fees are invoiced in advance for each billing period (monthly or annual, as specified in the Order Form) and are due within 14 days of the invoice date unless otherwise agreed in writing.

If the Subscriber fails to pay any undisputed amount by the due date, ReflowAI may (i) charge interest at 4% per annum above the Bank of England base rate, accruing daily, and/or (ii) suspend access to the Service until outstanding amounts are paid in full.

All Fees paid are non-refundable except as expressly stated in this Agreement or as required by applicable law. If the Subscriber terminates the Agreement during a paid billing period without cause, no refund will be issued for the unused portion.

ReflowAI reserves the right to increase Fees at the start of any renewal Subscription Term by giving no less than 30 days' written notice prior to the renewal date.

5. Data Protection and Security

Each party shall comply with its respective obligations under the UK GDPR, the Data Protection Act 2018, and any other applicable data protection legislation in connection with this Agreement.

To the extent that ReflowAI processes Personal Data on behalf of the Subscriber in connection with the Service, ReflowAI acts as a data processor and the Subscriber acts as a data controller. The parties shall enter into a Data Processing Agreement ("DPA") on request, which shall form part of this Agreement.

ReflowAI will implement and maintain appropriate technical and organisational measures to protect the Service and Subscriber data against unauthorised access, loss, destruction, or alteration, in accordance with industry-standard security practices.

ReflowAI will notify the Subscriber without undue delay (and in any event within 72 hours of becoming aware) of any personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, unless the breach is unlikely to result in such a risk.

The Subscriber is responsible for maintaining the confidentiality and security of Authorised User credentials and for all activities that occur under those credentials.

6. Intellectual Property Rights

All intellectual property rights in the Service, Documentation, underlying technology, and any enhancements or modifications thereto are and shall remain the exclusive property of ReflowAI and its licensors. Nothing in this Agreement transfers or grants any ownership rights to the Subscriber.

The Subscriber retains all ownership of data, information, and content that it uploads to or creates within the Service ("Subscriber Data"). The Subscriber grants ReflowAI a limited, non-exclusive licence to process and store Subscriber Data solely as necessary to provide the Service.

If the Subscriber provides suggestions, ideas, or feedback relating to the Service ("Feedback"), the Subscriber hereby grants ReflowAI a perpetual, irrevocable, worldwide, royalty-free licence to use, incorporate, and exploit such Feedback in any manner without restriction or compensation.

Upon termination of this Agreement, ReflowAI will, at the Subscriber's written request made within 30 days of termination, provide the Subscriber with a copy of its Subscriber Data in a commonly used file format. After this 30-day period, ReflowAI may delete Subscriber Data.

7. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and not to use it for any purpose other than performing its obligations or exercising its rights under this Agreement.

The obligations of confidentiality do not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party gives the other party prompt notice (where permitted) and co-operates in seeking a protective order.

The parties' confidentiality obligations shall survive expiry or termination of this Agreement for a period of five (5) years.

8. Warranties and Disclaimers

ReflowAI warrants that: (i) the Service will operate materially in accordance with the Documentation; (ii) it has the right to enter into this Agreement and grant the rights set out herein; and (iii) it will not knowingly introduce any malicious code into the Service.

The Subscriber warrants that: (i) it has the authority to enter into this Agreement; (ii) it will use the Service in compliance with all applicable laws and regulations; and (iii) Subscriber Data does not infringe the intellectual property rights or privacy rights of any third party.

Except as expressly stated in this Agreement, the Service is provided "as is" and "as available". To the maximum extent permitted by law, ReflowAI disclaims all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

ReflowAI does not warrant that the Service will be uninterrupted, error-free, or that any defects will be corrected within a specific timeframe.

9. Indemnification

The Subscriber shall defend, indemnify, and hold harmless ReflowAI and its officers, directors, employees, and agents against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to: (i) the Subscriber's breach of this Agreement; (ii) any Subscriber Data that infringes the rights of any third party; or (iii) the Subscriber's use of the Service in violation of applicable law.

ReflowAI shall indemnify the Subscriber against any third-party claims alleging that the Service, as delivered by ReflowAI, infringes any UK intellectual property rights, provided that the Subscriber: (i) promptly notifies ReflowAI in writing of any such claim; (ii) gives ReflowAI sole control of the defence and settlement; and (iii) provides reasonable cooperation and assistance at ReflowAI's request and expense.

10. Limitation of Liability

In no event shall either party be liable to the other for any indirect, incidental, consequential, punitive, or special damages, including loss of profits, revenue, data, business, or goodwill, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

Subject to clause 10.3, each party's total aggregate liability to the other party under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Subscriber in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits or excludes liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited under applicable law; or (iv) a party's wilful misconduct or gross negligence.

11. Term and Termination

This Agreement commences on the date it is accepted by the Subscriber and continues for the initial Subscription Term specified in the Order Form. Unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Agreement will automatically renew for successive periods equal to the initial Subscription Term.

Either party may terminate this Agreement immediately by written notice if the other party: (i) commits a material breach of this Agreement that is incapable of remedy; or (ii) commits a material breach that is capable of remedy but fails to remedy it within 30 days of receiving written notice specifying the breach.

ReflowAI may suspend or terminate the Subscriber's access to the Service immediately if: (i) the Subscriber fails to pay any undisputed amount within 30 days of it becoming due; (ii) the Subscriber's use poses a security risk or may adversely affect other users; or (iii) required by law or regulation.

On termination or expiry of this Agreement for any reason, all licences granted under this Agreement shall immediately terminate; the Subscriber must cease all use of the Service; and each party must return or destroy (as directed) the other party's Confidential Information.

Termination of this Agreement shall not affect any rights or liabilities of either party accrued before termination, nor shall it affect any provisions of this Agreement that are intended expressly or by implication to survive termination.

12. Changes to This Agreement

ReflowAI may update or modify this Agreement from time to time. Where changes are material, ReflowAI will provide at least 30 days' prior written notice (including by email). Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Agreement.

Any amendment to this Agreement agreed between the parties must be in writing and signed by authorised representatives of both parties.

13. General Provisions

Governing Law: This Agreement is governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

Entire Agreement: This Agreement, together with any Order Forms, DPA, and other documents incorporated by reference, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, and understandings.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

Waiver: A failure or delay by either party in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

Assignment: The Subscriber may not assign, transfer, or novate any of its rights or obligations under this Agreement without ReflowAI's prior written consent. ReflowAI may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure: Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, provided that the affected party notifies the other promptly and takes reasonable steps to mitigate the effect.

Notices: All notices under this Agreement must be in writing and delivered by email (with read receipt), courier, or first-class post to the addresses stated in the Order Form or as updated by written notice.

Relationship: The parties are independent contractors. Nothing in this Agreement creates any partnership, agency, employment, franchise, or joint venture relationship between the parties.

14. Contact

For questions about this Agreement, to request a Data Processing Agreement, or to exercise any rights under this Agreement, please contact:

ReflowAI Limited Enquiries: enquiries@reflowai.co.uk Tunbridge Wells, Kent, United Kingdom Company No. 16586802