1. About these terms
These Terms and Conditions apply to proposals, agreements and services provided by NexFlow, including AI automation, AI agents, workflow automation, system integrations, dashboards, portals, custom software, consultancy and related support.
By accepting a proposal, placing an order or using our paid services, you confirm that you have read and accepted these terms. If a signed proposal, statement of work or other written agreement conflicts with these terms, that written agreement takes precedence for the conflicting provision.
2. Business customers
Our services are intended primarily for businesses and professional organisations. The person accepting an agreement on behalf of a customer confirms that they are authorised to do so.
Mandatory legal rights that cannot lawfully be excluded remain unaffected.
3. Proposals and scope
A proposal describes the agreed scope, deliverables, assumptions, dependencies, fees and indicative schedule. Unless stated otherwise, a proposal is valid for 30 days and may be withdrawn before acceptance.
Work outside the agreed scope is treated as additional work. We will discuss its impact on price and timing before carrying it out. Estimates are based on the information available when they are prepared and are not fixed prices unless expressly identified as such.
4. Customer responsibilities
You must provide complete and accurate information, timely feedback, appropriate access to systems and data, and suitably authorised contacts. You remain responsible for business decisions, the legality and quality of the data you provide, and the way deliverables are used within your organisation.
You must not provide unlawful content, credentials you are not authorised to share, or personal data that is unnecessary for the agreed work. Delays or additional costs caused by missing access, information or approvals may affect the schedule and fees.
5. Delivery and acceptance
Delivery dates are targets unless explicitly agreed as binding. We will inform you if circumstances are likely to cause a material delay.
You must review deliverables within the acceptance period stated in the proposal, or within 10 business days if no period is stated. A deliverable is accepted when you confirm acceptance, use it in production, or do not report a material failure against the agreed acceptance criteria within that period. We will correct reproducible material failures that fall within the agreed scope.
6. Fees, invoicing and payment
Fees are stated exclusive of VAT and other applicable taxes unless indicated otherwise. Third-party subscriptions, usage charges, licences, hosting, travel and other external costs are excluded unless expressly included in the proposal.
Invoices are payable within 14 days of the invoice date unless agreed otherwise. If an undisputed invoice remains overdue, we may charge statutory commercial interest and reasonable recovery costs, and may suspend affected services after giving notice.
7. Changes and cancellation
Either party may request a change to the scope. A change becomes binding only after its effect on deliverables, fees and planning has been agreed in writing.
If you cancel confirmed work, you must pay for work completed, committed capacity and non-cancellable third-party costs up to the cancellation date. Recurring services may be cancelled in accordance with the notice period in the relevant proposal.
8. Third-party services and AI systems
Our solutions may connect to or depend on third-party platforms, APIs, cloud providers and AI models. Their own terms, availability, pricing, security measures and technical limitations apply. We are not responsible for outages, changes or restrictions controlled by those providers, but we will take reasonable steps to reduce their impact on the agreed service.
AI-generated output can be incomplete, inaccurate or unsuitable for a particular decision. You remain responsible for appropriate review, testing and human oversight, especially where output may affect people, finances, legal rights, safety or other high-impact matters.
9. Intellectual property
Each party retains ownership of materials, software, methods, data and intellectual property it owned or developed independently before the agreement.
After full payment, you receive the ownership or usage rights for customer-specific deliverables described in the proposal. NexFlow retains its general know-how, reusable components, development tools, templates and methods. Where these are included in a deliverable, we grant you a non-exclusive, perpetual licence to use them as part of that deliverable for your internal business purposes.
Third-party and open-source components remain subject to their applicable licence terms.
10. Confidentiality and data protection
Each party must protect confidential information received from the other and use it only to perform or receive the services. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received from another source.
Each party must comply with applicable data-protection law. Where NexFlow processes personal data on your behalf, the parties will enter into a data processing agreement when legally required. We may use carefully selected subprocessors to deliver the services, subject to appropriate contractual safeguards.
11. Security
We apply reasonable technical and organisational safeguards appropriate to the agreed service. No connected or internet-based system can be guaranteed completely secure or continuously available. You are responsible for managing your users, permissions, devices, credentials, backups and internal security controls unless these responsibilities are expressly included in our scope.
12. Warranties
We will perform the services with reasonable skill and care and in material accordance with the agreed scope. Except for express commitments in the agreement and rights that cannot legally be excluded, no other warranty applies, including any guarantee of uninterrupted operation, a specific commercial result or error-free AI output.
13. Liability
Neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or business opportunity, except where such a limitation is not permitted by law.
To the extent permitted by law, NexFlow's total liability arising from an event or series of related events is limited to the fees paid or payable for the affected services during the six months preceding the event. This limitation does not apply to liability that cannot legally be limited, including liability resulting from intent or deliberate recklessness by NexFlow's management.
You must notify us of a claim without unreasonable delay and give us a reasonable opportunity to investigate and mitigate it.
14. Term and termination
An agreement continues for the period stated in the proposal. Either party may terminate it immediately by written notice if the other party materially breaches the agreement and fails to remedy that breach within a reasonable period after written notice, or becomes insolvent or ceases business.
On termination, all fees for services delivered and committed costs become due. Provisions intended to survive termination, including confidentiality, intellectual property, payment and liability provisions, remain in effect.
15. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including major internet or cloud outages, cyber incidents not caused by a failure to apply reasonable safeguards, government action, natural disasters, war, civil unrest, epidemics, labour disputes or failures of critical suppliers. The affected party must notify the other and take reasonable steps to limit the impact.
16. Changes to these terms
We may update these terms for future agreements. For an existing recurring agreement, we will provide reasonable notice of a material change. If a change materially disadvantages you, you may terminate the affected recurring service before the change takes effect, unless the change is required by law or relates only to a new optional service.
17. Governing law and disputes
These terms and every agreement governed by them are subject to Dutch law. The parties will first try in good faith to resolve any dispute through discussion. If that does not resolve the dispute, the competent court in the Netherlands has jurisdiction, unless mandatory law requires otherwise.
18. Contact
Questions about these terms can be sent to hello@nexflowautomate.com or through our contact page.