Terms & conditions

1. Service Provider — Legal Information

In accordance with Article 5 of Directive 2000/31/EC (the “e-Commerce Directive”) and the Estonian Information Society Services Act (Infoühiskonna teenuse seadus), the platform available at https://app.guideflow.com and the services offered under the trade name “Guideflow” are owned and operated by:

SaaSflow OÜ (operating under the trade name “Guideflow”, hereinafter “GUIDEFLOW”, the “Company”, “we”, “us” or “our”)

• Registered office: Kesklinna linnaosa, Maakri tn 191-7K, Harju maakond, Tallinn, 10145, Estonia
• Registration number (Estonian Commercial Register / Äriregister): 16834664
• Email: contact@guideflow.com

SaaSflow OÜ is a private limited company (osaühing) incorporated and existing under the laws of the Republic of Estonia. The competent supervisory authorities in Estonia include the Consumer Protection and Technical Regulatory Authority (Tarbijakaitse ja Tehnilise Järelevalve Amet) and, in matters of personal data, the Estonian Data Protection Inspectorate (Andmekaitse Inspektsioon). Any reference in these Terms and Conditions to the “Identification of the company” refers to this Section 1.

2. Purpose

GUIDEFLOW offers its clients an interactive demo software. The services are accessible to its users in a “Software as a Service” (SaaS) mode through the GUIDEFLOW platform available at https://app.guideflow.com (the “Platform”).

The services offered by GUIDEFLOW on the Platform (the “Services”) are accessible via:

• standard offers as described on the Platform (“Standard offers”);
• a customized offer made on the basis of a quotation (the “Customized offer”).

GUIDEFLOW can be contacted at the following email address: contact@guideflow.com.

3. Information about the Terms and Conditions

The purpose of these general terms and conditions and, where applicable, the quotation(s) attached thereto (the “Quotation”) is to define the terms and conditions for the provision of the Services to the client, as identified in said Quotation (the “Client”) where applicable, and to define the rights and obligations of the parties in this context.

These general terms and conditions (the “Terms and Conditions”) and, where applicable, the Quotation constitute an indivisible contractual whole (the “Contract”), to the exclusion of any other special terms and conditions or general terms and conditions of the Client that have not been expressly approved by GUIDEFLOW. In the event of contradiction, the provisions of the Quotation shall prevail over those of the Terms and Conditions.

The Terms and Conditions are accessible at any time via a direct link at the bottom of the Platform, in a form allowing their storage and reproduction, in accordance with § 11 of the Estonian Law of Obligations Act (Võlaõigusseadus, the “LOA”). “Applicable Regulation” means Regulation (EU) 2016/679 (“GDPR”) together with the Estonian Personal Data Protection Act (isikuandmete kaitse seadus) and any other applicable data protection legislation.

4. Relationship with the Payment Service Provider's Terms and Conditions

All payments made through the Platform are managed by the payment service provider indicated on the Platform (the “Payment Service Provider”). If the Payment Service Provider refuses or terminates the Client’s subscription, the Client may not use the Services. Conversely, termination of the contractual relationship between the Client and GUIDEFLOW will result in termination of the Client’s contract with the Payment Service Provider.

In the event of any contradiction between the Payment Service Provider’s general terms and conditions and these Terms and Conditions, the latter shall prevail as between the Client and GUIDEFLOW. The Client expressly authorizes GUIDEFLOW to transmit to the Payment Service Provider all instructions relating to payments made on the Platform.

5. Conditions for Access to the Services

The Services are provided exclusively to Clients who comply with the following cumulative conditions:

• (i) the Client is a natural person with full legal capacity, or a legal person acting through a natural person who has the power or authority to enter into a contract in the name and on behalf of the Client; and
• (ii) the Client is a professional, understood as any individual or legal entity acting for purposes relating to its trade, business, craft or profession, including when acting in the name of or on behalf of another professional.

The Services are accordingly reserved for business-to-business (B2B) use. By subscribing, the Client represents and warrants that it does not act as a consumer within the meaning of Directive 2011/83/EU and Estonian law, and acknowledges that consumer protection provisions applicable to consumers do not apply to the Contract.

6. Subscription of the Services

The Services are accessible through the Platform. The Client subscribes to the Services on a subscription basis (the “Subscription”).

6.1 Standard offers — Subscription via the form on the Platform

To subscribe to the Services, the Client fills in the form available on the Platform. The Client must provide all information marked as mandatory; any incomplete registration will not be validated. Acceptance of these Terms and Conditions is materialized by clicking on “register” on the Standard offer Subscription. Registration automatically entails the opening of an account in the Client’s name (the “Account”), which allows the Client to access the Services using its login and password.

6.2 Customized offers — Subscription via Quotation

To subscribe to the Services, the Client shall contact GUIDEFLOW directly by booking a call via the online calendar application provided by GUIDEFLOW on its Platform, or by using the contact details indicated in Section 1 (Service Provider — Legal Information). It is the Client’s responsibility to provide GUIDEFLOW with the relevant information and documents to enable it to identify the Client’s needs and expectations. GUIDEFLOW will then analyze the Client’s needs and draw up one or more Quotations on this basis. Unless otherwise stated, any Quotation issued by GUIDEFLOW is valid for seven (7) days from its issuance; if the Client fails to validate it within this period, it shall lapse.

The Client wishing to order the Services must validate the corresponding Quotation within the above period, by any useful written means and in particular by email. Acceptance of these Terms and Conditions is evidenced by the validation of the Quotation. Any validation of a Quotation, whether express or implied, implies full acceptance of these Terms and Conditions in their version in force at the date of the Quotation concerned. Any acceptance subject to a reservation shall be considered null and void. GUIDEFLOW shall then open an account on behalf of the Client (also the “Account”).

7. Implementation of the Services

7.1 Parameterization of the Services

GUIDEFLOW shall proceed to the parameterization of the Services, understood as their customization and the implementation of the functionalities selected by the Client in accordance with the Subscription. At the end of this period, the Client shall verify its operational access to the Platform and shall validate its access to the Services. In the absence of notice from the Client within a reasonable period, the Client shall be deemed to have validated access to the Platform and the Services.

7.2 Selection of the Users and access to the Platform

After having validated its access to the Platform as set out above, the Client opens an account in its name on the Platform, which enables it to manage its use of the Services via the Platform (the “Client Account”). Once the Client Account has been created, it is the Client’s responsibility to:

• allow users (the “Users”) to benefit from the Services directly through the Client Account, within the limit of the maximum number of Users set out in the Subscription; and
• appoint among the Users those who will be in charge of the administration of the Platform (the “Administrators”).

The Client is solely responsible for creating access for Users, for setting their access rights and for their personal use of the Platform. Users access the Services by opening on the Platform an account linked to the Client Account (the “User Accounts”). The Client is solely responsible for the maintenance by Users of the confidentiality of their login IDs and/or passwords.

The Client undertakes to ensure that the Users do not allow any third party to use their credentials in their place or on their behalf, failing which the Client accepts full responsibility for the consequences. The Client expressly acknowledges that any use of the Services with these login IDs will be deemed to have been made by the corresponding Users. The Client undertakes to contact GUIDEFLOW without delay, by any written means including email, if it appears that a User Account has been used without the knowledge of its User. When User Accounts have been opened, Users have access to a personal space enabling them to manage their use of the Platform and the Services. Technical documentation dedicated to the use of the Services is accessible on the Platform.

8. Description of the Services

8.1 Services

Before subscribing, the Client acknowledges having read the characteristics of the Services on the Platform. The Client recognizes:

• that it is aware of the characteristics and constraints of the Services, in particular the technical ones; and
• that the implementation of the Services requires a connection to the internet and that the quality of the Services depends on this connection, for which GUIDEFLOW is not responsible.

The Services to which the Client has subscribed are described on the Platform, or in the Quotation if applicable. Any request to modify the subscribed Services must be the subject of an additional Subscription, or an additional Quotation if applicable.

8.2 Additional Services

(i) Maintenance. The Client benefits from maintenance, in particular corrective and evolutive maintenance, for the term of use of the Platform. In this context, access to the Platform may be temporarily limited or suspended. Concerning corrective maintenance, GUIDEFLOW shall use its best efforts to correct any malfunction or bug found on the Platform. Concerning evolutive maintenance, the Client benefits during the term of use of the Platform from evolutive maintenance, which GUIDEFLOW may carry out automatically and without prior notice, and which includes improvements of the functionalities of the Platform and/or of the technical facilities used within the framework of the Platform (aiming at introducing minor or major extensions). Access to the Platform may also be limited or suspended for planned maintenance purposes, which may include the above-mentioned corrective and evolutive maintenance operations; GUIDEFLOW shall endeavour to schedule planned maintenance outside peak hours and to give the Client reasonable advance notice of significant planned interruptions.

(ii) Hosting. GUIDEFLOW provides, under the terms of an obligation of means, the hosting of the Platform, as well as of the data produced and/or entered by/on the Platform, in compliance with trade practices and industry standards, on its servers or through a professional hosting provider.

(iii) Technical support. GUIDEFLOW also provides technical support, consisting of assistance and advice to the Client in the use of the Services. GUIDEFLOW technical support can be reached at contact@guideflow.com or directly via the chatbot provided for this purpose and accessible on the Platform. The Client shall provide as much information as possible, including regarding the difficulties encountered and the circumstances in which they occurred, so as to enable GUIDEFLOW to characterize the incident.

9. Duration and Termination of the Services

9.1 Standard offers

The Subscription to a Standard offer is taken out for the period indicated on the Platform (monthly or yearly depending on the Subscription), or indicated in the Quotation if applicable. The Subscription is then automatically renewed for successive periods of the same duration as the initial Subscription period (together with the initial period, the “Subscription Periods”), from date to date, unless terminated by GUIDEFLOW or by the Client no later than the last day of the current Subscription Period, under the conditions described below. Prior to any automatic renewal, the applicable renewal price and period are those displayed on the Platform or in the Quotation.

Termination of the Subscription may be effected by each party directly from the Platform; cancellation by the Client shall be no more burdensome than subscribing. Termination shall be effective at the end of the current Subscription Period. Any Subscription Period started shall be due in full. The Client no longer has access to its Client Account once the Services have ended, subject to Section 19.3 (data retrieval).

9.2 Customized offer

The Subscription to a Customized offer is taken out for an initial period specified in the Quotation, which starts from the date of the beginning of the subscription indicated in the Quotation. Unless otherwise provided in the Quotation, the Subscription is then tacitly renewed for successive periods of the same duration as the initial Subscription period (together with the initial period, the “Subscription Periods”), from date to date, unless terminated by GUIDEFLOW or by the Client no later than thirty (30) days before the end of the current Subscription Period, under the conditions described below.

Termination of the Subscription by either party shall be effected by sending a request to that effect to the other party by email, using the contact details mentioned in Section 1, stating the intention to terminate the Subscription. Termination shall be effective at the end of the current Subscription Period. Any Subscription Period started shall be due in full. The Client no longer has access to its Client Account once the Services have ended, subject to Section 19.3 (data retrieval).

10. Financial Conditions

10.1 Prices and payment terms

(a) Standard offers. The price is indicated on the Platform and is expressed in US dollars, exclusive of taxes. Invoicing and payment are implemented via the Payment Service Provider following the Subscription. The Client warrants to GUIDEFLOW that it has the necessary authorizations to use the chosen method of payment.

(b) Customized offers. The price of the Subscription is indicated in the Quotation. The invoicing terms are specified in the Quotation. Unless otherwise agreed by the parties, invoices shall be sent to the Client on a monthly basis by any means and shall be paid by bank transfer within thirty (30) days from their issuance.

10.2 Payment delays and incidents

In the event of default or delay in payment, GUIDEFLOW reserves the right, from the day after the due date specified on the invoice, to:

• declare all sums owed by the Client to GUIDEFLOW immediately due and payable;
• suspend the Services in progress, after prior notice, until full payment of the amounts due;
• charge penalty interest for late payment at the rate provided for in § 113 of the LOA in conjunction with Directive 2011/7/EU on combating late payment in commercial transactions (the statutory rate of eight (8) percentage points above the applicable European Central Bank reference rate), calculated on the amounts unpaid at the due date, together with the fixed recovery indemnity of forty (40) euros provided for in § 113¹ of the LOA, without prejudice to additional compensation if the recovery costs actually incurred exceed this amount.

11. Agreement of Proof

The Client expressly acknowledges and accepts that the data and information collected on the Platform and on GUIDEFLOW’s computer equipment: (i) are proof of the reality of the operations carried out in the context of the Terms and Conditions; and (ii) constitute the principal means of proof accepted between the parties, in accordance with § 94 of the Estonian General Part of the Civil Code Act and applicable rules on electronic evidence.

12. Client's Obligations and Liability

Without prejudice to the other obligations set out herein, the Client undertakes to comply with the following obligations.

12.1 Provision of information

The Client undertakes to provide GUIDEFLOW with all documents, elements, data and information necessary for the performance of the Services. More generally, the Client undertakes to cooperate actively with GUIDEFLOW, and in particular with its dedicated staff, for the proper execution of these Terms and Conditions.

The Client acknowledges that it has received from GUIDEFLOW, prior to its Subscription, all necessary guidance, instructions and details to subscribe with full knowledge to the Subscription, or to the Quotation if applicable; that it is therefore fully acquainted with the features and functionalities of the Platform and the Services; and that it has, prior to its Subscription, sufficiently discussed with GUIDEFLOW to ensure that the provision of the Platform in SaaS mode fulfils its expectations, needs and constraints. The Client undertakes to inform the Users of the existence of the Services and to provide them with any information they need to access and use the Services properly.

12.2 The Account

The Client: (a) guarantees that the information provided in the form is accurate and undertakes to keep it up to date; (b) acknowledges that this information is proof of its identity and is binding as soon as it is validated; and (c) is responsible for maintaining the confidentiality and security of its login and password — any access to the Platform using its username and password is deemed to be made by the Client.

The Client must contact GUIDEFLOW immediately using the contact details set out in Section 1 if the Client becomes aware that its Account has been used without its knowledge. The Client acknowledges that GUIDEFLOW shall have the right to take any appropriate action in such a case. The Client is solely responsible for creating access for Users and for setting their access rights. In the event of a breach by one of the Users of the obligations set out herein, GUIDEFLOW reserves the right to suspend the User’s access to its Account(s) without delay from the time the said breach is established.

12.3 Use of the Services

The Client undertakes, in its use of the Platform and the Services, to comply with the laws and regulations in force and not to violate public order or infringe the rights of any third party. It undertakes to ensure that the Users comply with the obligations set out in these Terms and Conditions.

The Client is responsible for its use of the Services and any information it shares in connection therewith. The Client is also responsible for the use of the Services and any information shared by Users. The Client agrees that the Services will be used exclusively by itself and/or the Users, who are subject to the same obligations as the Client in their use of the Services. The Client warrants GUIDEFLOW against any misuse, non-compliant or illicit use of the Platform and the Services by the Users, including any breach of the laws and regulations in force; the Client is solely responsible for the implementation of any process intended to prevent or remedy such acts.

The Client is solely responsible for completing all necessary administrative, tax and/or social formalities, and for the payment of contributions and taxes of all types applicable to it that could result from the use of the Platform and the Services. Consequently, the Client may not under any circumstances seek the liability or guarantee of GUIDEFLOW in this respect.

The Client is solely responsible for its use of the Platform and the Services, including: (i) the use of the Platform and the Services by the Users themselves, for whom it acts as guarantor; and (ii) the relations that may arise between the Client, the Users and any third parties, including any disputes or litigation in the context of the use of the Platform and the Services. GUIDEFLOW shall in no case be held liable in this respect. It is also the Client’s responsibility to alert GUIDEFLOW to any attack, potential threat or attempted intrusion by third parties into the User Accounts.

The Client shall not misuse the Services for purposes other than those for which they were designed, and in particular shall not:

• practice any illegal or fraudulent activity;
• harm public order and morality;
• infringe on third parties or their rights in any way whatsoever;
• violate any contractual, legislative or regulatory provision;
• carry out any activity that may interfere with a third party's computer system, in particular for the purpose of violating its integrity or security;
• carry out any operation aimed at promoting its services and/or sites or those of a third party outside the intended purpose of the Services; or
• assist or incite a third party to commit one or more of the acts or activities listed above.

The Client shall use the Services in accordance with their intended purpose and shall not:

• disassemble, decompile or reverse-engineer the Platform, except to the extent such restriction is prohibited by mandatory applicable law (including Articles 5 and 6 of Directive 2009/24/EC on the legal protection of computer programs);
• copy, modify or misappropriate any of GUIDEFLOW’s property or concepts used by GUIDEFLOW in connection with the Services;
• adopt any conduct that interferes with or hijacks GUIDEFLOW’s computer systems or breaches its computer security measures;
• infringe GUIDEFLOW’s financial, commercial or moral rights and interests;
• give any third party (other than Users) access to the Platform for any reason whatsoever; or
• market, transfer or otherwise provide access to the Services, the information hosted on the Platform or any of GUIDEFLOW’s property.

The Client is solely responsible for the contents of whatever nature (interactive demos or guides, editorial, graphic, audio, audiovisual or otherwise) that are published by and/or exchanged between the Users in the context of their use of the Platform and the Services (the “Contents”). The Client warrants to GUIDEFLOW that it has all the necessary rights and authorizations for the publication of these Contents. The Client undertakes to ensure that said Contents are lawful, do not disrupt public order, are not contrary to accepted standards of public decency, do not infringe any third party’s rights or any legal or regulatory provision and, more generally, are in no way likely to engage the civil or criminal liability of GUIDEFLOW.

The Client undertakes to refrain from disclosing, including but not limited to:

• Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, slanderous, or of a violent, racist, xenophobic or revisionist nature;
• counterfeiting Content;
• Content that is detrimental to the image of any third party;
• Content that is false, misleading, or proposing or promoting unlawful, fraudulent or misleading activities;
• Content that could harm a third party's computer system (such as viruses, worms, Trojan horses, etc.); or
• more generally, any Content that is likely to infringe the rights of others or cause harm to others in any manner or form.

The Client undertakes not to monetize, assign, grant or transfer all or part of its access to the Platform and the Services or to the information hosted and/or shared on the Platform. The Client indemnifies GUIDEFLOW against any claim and/or action that may be brought against it as a result of the breach of any of the Client’s or Users’ obligations, and shall indemnify GUIDEFLOW for any loss suffered and reimburse GUIDEFLOW for any sums it may have to bear as a result.

13. Obligations and Liability of GUIDEFLOW

GUIDEFLOW undertakes to provide the Services with diligence, with reasonable skill and care and in compliance with trade practice, it being specified that GUIDEFLOW has an obligation of means and not an obligation of result, which is expressly acknowledged and agreed by the Client.

GUIDEFLOW undertakes to use the documents, elements, data, information and Content provided to it by the Client only for the purposes set out herein. GUIDEFLOW guarantees to the Client the full and quiet enjoyment of the rights granted over all content on which GUIDEFLOW holds rights, against all disturbances, actions, claims or evictions of any kind.

GUIDEFLOW shall not be held responsible for decisions taken by the Client or by any third party appointed by the Client, including Users and/or Administrators, which contravene these Terms and Conditions.

GUIDEFLOW undertakes to carry out regular checks to verify the operation and accessibility of its Platform. In this respect, GUIDEFLOW reserves the right to temporarily interrupt access to its Platform for maintenance purposes. However, GUIDEFLOW shall not be liable for any temporary difficulties or impossibility of access to the Services due to: circumstances outside its network (in particular the partial or total failure of the Client’s servers); the failure of equipment, cabling, services or networks not included in the Services or not under its responsibility; the interruption of the Services due to telecom operators or internet access providers; or force majeure.

GUIDEFLOW is responsible for the operation of its servers, the external limits of which are constituted by the connection points. GUIDEFLOW does not offer any service-level guarantees (SLA) for the Platform; however, GUIDEFLOW makes its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in the event of scheduled maintenance under the conditions defined in Section 8.2 or in the event of force majeure.

The Client accepts that the Services are provided by GUIDEFLOW on an “as is” basis and, to the maximum extent permitted by applicable law, without warranty of any kind, express or implied. GUIDEFLOW does not warrant to the Client (i) that the Services, which are subject to constant research to improve performance and progress, will be completely free from errors, defects or deficiencies, or (ii) that the Services, being standard and not offered solely for the Client’s own personal requirements, will specifically meet the Client’s needs and expectations.

GUIDEFLOW acts as a hosting provider (information society service provider storing information) within the meaning of Articles 4 to 6 of Regulation (EU) 2022/2065 (the “Digital Services Act”) and the Estonian Information Society Services Act for the Content that the Client puts online. Consequently, GUIDEFLOW is not responsible for such Content. If GUIDEFLOW receives a notification concerning illegal Content, it will act expeditiously to remove it or to disable access to it, and it may take the measures described in Section 14 (Sanctions in case of breach).

GUIDEFLOW shall use its best efforts to ensure the security of the Platform and to maintain the confidentiality of the data collected, produced and exchanged by the Users, the Client Account and the User Accounts. GUIDEFLOW shall ensure the exclusivity of the Users’ access to their User Accounts and shall refrain from communicating their content to any third party. However, GUIDEFLOW cannot be held responsible for any lack of vigilance or security by the Users in the preservation of their login IDs and passwords.

Limitation of liability. Nothing in these Terms and Conditions excludes or limits GUIDEFLOW’s liability for death or personal injury, for intentional breach or gross negligence (§ 106(2) of the LOA), for fraud, or for any other liability that cannot be excluded or limited under applicable law. Subject to the foregoing, the liability that GUIDEFLOW may incur hereunder is expressly limited to the direct damage suffered by the Client, to the exclusion of any indirect or consequential damage (including loss of profits, revenue, goodwill or data), and shall not exceed the amounts received by GUIDEFLOW from the Client during the twelve (12) months preceding the event giving rise to liability, or during the duration of the provision of the Services if this duration is shorter.

14. Sanctions in Case of Breach

The payment of the price of the Services as well as the obligations set out in Section 12 (Client’s Obligations and Liability) are essential obligations towards GUIDEFLOW (the “Essential Obligations”). In the event of a breach of these Essential Obligations, GUIDEFLOW may, in a manner proportionate to the seriousness of the breach:

• suspend or remove the Client’s and/or the Users’ access to the Services;
• notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities; and
• initiate any legal action.

In the event of a fundamental breach of the Contract within the meaning of § 116 of the LOA, GUIDEFLOW may terminate the Contract extraordinarily in accordance with § 196 of the LOA. These sanctions are without prejudice to any damages that GUIDEFLOW may claim from the Client.

In the event of a breach of any obligation other than an Essential Obligation, GUIDEFLOW will send a notice by registered letter with acknowledgement of receipt (or equivalent verifiable written means) to the Client requesting that the breach be remedied within a maximum of fifteen (15) calendar days. The Services may be terminated at the end of this period if the breach has not been remedied.

15. Intellectual Property

15.1 GUIDEFLOW’s intellectual property

The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, databases, etc.) used by GUIDEFLOW within its Platform and Services are protected by all intellectual property rights and database producers’ rights in force, including under the Estonian Copyright Act. Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, dissemination or use of any of these elements, in whole or in part, without the authorization of GUIDEFLOW is strictly prohibited and may be subject to legal proceedings, without prejudice to mandatory statutory exceptions (including Articles 5 and 6 of Directive 2009/24/EC). The licence that GUIDEFLOW grants to the Client does not entail any transfer of ownership.

The Client and the Users benefit from a non-exclusive and non-transferable licence in SaaS mode to use the Platform and the Services for the duration set out in Section 9 (Duration and Termination of the Services). The Client shall refrain from, and shall ensure that the Users refrain from:

• reproducing, arranging or adapting all or part of the Platform;
• proceeding with any form of commercial exploitation of the Platform with third parties;
• transferring, providing, lending or renting the Platform, granting sub-licences or other rights of use, or more generally communicating all or part of the Platform to a third party or an affiliated company;
• integrating all or part of the Platform into any computer system or any other software solution other than those provided for in these Terms and Conditions; or
• transmitting the Platform by remote transmission, putting it on a network, in particular on the internet, outside the Platform, or distributing it in any other form, without the prior written authorization of GUIDEFLOW.

15.2 Intellectual property of the interactive demos and guides

GUIDEFLOW owns the interactive demos and guides created on the Platform. The Client is granted the right to use them freely, in particular for commercial purposes, for the duration specified in Section 9. The Client and the Users are granted a non-exclusive, non-transferable SaaS licence to use the Platform and the Services for that duration.

The Client agrees that its interactive demos or guides may be broadcast free of charge by GUIDEFLOW on the Platform, on its own website and social media accounts, as well as in the context of presentations of its activity, by any means and on any media, worldwide, for the purposes of internal and/or external promotion and communication. The Client may object to such use, or withdraw its consent, at any time by written notice to GUIDEFLOW. Furthermore, the Client acknowledges that it may be difficult to remove interactive demos or guides from social media channels and sharing websites (such as Facebook, Instagram, YouTube, etc.) and agrees that such interactive demos or guides may remain on those channels and websites as originally published, provided that, once these Terms and Conditions have come to an end, GUIDEFLOW does not republish or authorize others to republish such interactive demos or guides. The Client warrants GUIDEFLOW in this respect.

16. Testimonials

The Client may provide testimonials regarding the Platform. In that case, the Client agrees that GUIDEFLOW may:

• broadcast the testimonials free of charge on the Platform and on any other website, published by any companies with which GUIDEFLOW has agreements, by any means and on any media, for the purpose of promoting the Platform;
• translate the testimonials into any language; and
• modify (in particular the framing, format and colours) and/or adapt the testimonials (in particular to the technical constraints of the Platform, including alterations or degradations in their quality).

The Client may withdraw this authorization at any time for future uses by written notice to GUIDEFLOW.

17. Confidentiality

Each party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other party, or held by it, which come to its knowledge in connection with the conclusion and performance of these Terms and Conditions, and not to disclose them without the prior written consent of the other party. This obligation does not extend to documents and information:

• (i) of which the receiving party was already aware;
• (ii) which were already public at the time of their communication, or which become public without breach of these Terms and Conditions;
• (iii) which were lawfully received from a third party; or
• (iv) the communication of which is required by the judicial authorities, pursuant to laws and regulations, or in order to establish the rights of a party under these Terms and Conditions.

This obligation of confidentiality extends to all employees, collaborators, trainees, managers and agents of each party, as well as to their affiliated counsel and co-contractors, to whom confidential documents or information may be transmitted only if they are bound by the same obligation of confidentiality as provided herein. This obligation of confidentiality shall continue to apply for a period of three (3) years from the expiration or termination of the Subscription, whatever the reason for termination.

18. Personal Data

18.1 General provisions

As part of their contractual relations, each party undertakes to comply with the applicable regulations on personal data processing and, in particular, with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and the Estonian Personal Data Protection Act (isikuandmete kaitse seadus) (together, the “Applicable Regulation”).

Each party processes personal data of the contact person(s) of the other party involved in the performance of these Terms and Conditions, as controller within the meaning of the Applicable Regulation, for the purpose of managing the contractual relations between the parties and for the duration of the Subscription. This processing is carried out for the performance of these Terms and Conditions, and only identification data (in particular surname, first name, email address, telephone number) are processed by the parties.

Personal data are retained for the duration strictly necessary for the purposes of managing the business relationship between the parties. The staff of the party acting as controller, its control services (notably auditors) and its processors may have access to the personal data. Each party’s contact person(s) may exercise their rights under the Applicable Regulation (access, rectification, erasure, restriction, portability, objection) by contacting the relevant party, and have the right to lodge a complaint with a supervisory authority, in particular the Estonian Data Protection Inspectorate (Andmekaitse Inspektsioon).

18.2 Processing of personal data by GUIDEFLOW as a data processor

The provisions relating to personal data processing carried out by GUIDEFLOW on behalf of the Client as part of the performance of these Terms and Conditions are set out in the Data Processing Agreement (DPA) concluded in accordance with Article 28 GDPR, which forms an integral part of the Contract and is available on the Platform or upon request at contact@guideflow.com.

19. Audit; Reversibility

19.1 Audit

During the term of these Terms and Conditions, GUIDEFLOW may, at its own expense and subject to giving the Client at least thirty (30) days’ notice by registered letter with acknowledgement of receipt (or equivalent verifiable written means), request an inspection at the Client’s premises or at any other place enabling it to verify the conditions under which the Platform is used, in particular the compliance of such use with the purpose of the licence and, where applicable, compliance with the number of authorized Users.

It is expressly agreed between the parties that this audit may be carried out by GUIDEFLOW’s internal auditors or by an external service provider of its choice, provided such provider is not a direct competitor of the Client and is bound by confidentiality obligations. The Client may inform GUIDEFLOW of any reservations regarding the choice of auditor, GUIDEFLOW retaining the decision whether or not to retain the auditor selected. The Client shall provide the auditor with access to its premises and any relevant documents for the purposes of the audit, during normal working hours. GUIDEFLOW undertakes to comply with, and to ensure that the selected auditor complies with, the Client’s requirements regarding access to its premises and confidentiality.

GUIDEFLOW shall send the Client a copy of the conclusions of its audit by any useful written means. The Client shall then have a period of thirty (30) calendar days from receipt of this report to send GUIDEFLOW any observations it may have. If an audit report reveals non-compliant use of the Platform by the Client, the latter undertakes to remedy this at its own expense and as soon as possible, and to pay GUIDEFLOW all reasonable and documented costs and fees incurred by the latter within the framework of the said audit, without prejudice to any damages.

19.2 Commercial references

Unless otherwise expressly stated in the Quotation or notified to GUIDEFLOW by any useful written means, the Client allows GUIDEFLOW to use its name, brand and logo as commercial references, on any media and in any form whatsoever, for the duration of these Terms and Conditions and one (1) year thereafter.

19.3 Data retrieval

Upon expiry or termination of the Subscription, for whatever reason, GUIDEFLOW shall cooperate reasonably to allow the Client to export its Contents and data in a commonly used, machine-readable format, upon written request made within thirty (30) days of the end of the Services, after which GUIDEFLOW may delete the Client’s data in accordance with the DPA and the Privacy Policy.

20. Force Majeure

In accordance with § 103 of the Estonian Law of Obligations Act, no party may be held liable for a failure to perform its contractual obligations if such failure is due to an impediment beyond its control which it could not reasonably have been expected to take into account, avoid or overcome (force majeure). Force majeure includes, in particular, strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters, large-scale cyberattacks, and failures attributable to third-party telecommunication providers.

The prevented party shall inform the other party as soon as possible, indicating the nature of the force majeure event. The parties shall consult in order to determine together the most appropriate means of mitigating, if possible, the consequences of the event(s). If the force majeure event lasts for more than one (1) month, each party may terminate the Services, as of right, without judicial formality, without notice and without any right to compensation, by any written means with immediate effect; in that case, any prepaid fees corresponding to periods after the effective date of termination shall be refunded pro rata.

If, as a result of a force majeure event, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the event, as well as for its payment obligations. Upon cessation of the force majeure event, the affected party shall immediately inform the other party and resume performance of the affected obligations within a reasonable time.

21. Subcontracting

GUIDEFLOW may use subcontractors to carry out the Services. In this case, GUIDEFLOW undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the Contract; any subcontracting of personal data processing is further subject to Article 28(2) and (4) GDPR and the DPA. GUIDEFLOW remains solely responsible for the proper execution of the Services with respect to the Client.

GUIDEFLOW may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client, taking into account the Client’s legitimate interests and provided the substitution does not reduce the Client’s rights under the Contract. Where applicable, GUIDEFLOW will inform the Client of this substitution by any written means. The Client may not assign or transfer its rights or obligations under the Contract without GUIDEFLOW’s prior written consent.

22. Amendments to the Terms and Conditions

GUIDEFLOW may amend these Terms and Conditions for valid reasons, including changes in law or regulation, changes to the Services, or security requirements, and will notify the Client in writing (including by email) at least thirty (30) calendar days before the amendments come into effect. The modified Terms and Conditions are applicable upon renewal of the Client’s Subscription. If the Client does not accept these modifications, it must terminate its Subscription in accordance with Section 9 before the amendments come into effect. If the Client uses the Services after the amendments have come into effect, the Client shall be deemed to have accepted them. Prior versions of the Terms and Conditions are available upon request.

23. Language

These Terms and Conditions are drawn up in English. Translations may be provided for convenience; the English language version shall prevail in the event of any contradiction or dispute as to the meaning of a term or provision.

24. Applicable Law and Jurisdiction

The Contract is governed by and shall be interpreted in accordance with the laws of the Republic of Estonia, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

In the event of a dispute between the Client and GUIDEFLOW, and in the absence of an amicable settlement within one (1) month of the first written notification of the dispute, the dispute shall be submitted by the most diligent party to the exclusive jurisdiction of Harju County Court (Harju Maakohus) in Tallinn, Estonia, unless otherwise provided for by mandatory procedural rules.

25. General Provisions

25.1 Severability

If any provision of these Terms and Conditions is held to be invalid, void or unenforceable, in whole or in part, by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

25.2 Entire Agreement

The Contract (these Terms and Conditions together with any Quotation, the DPA and the Privacy Policy) constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, negotiations and understandings, whether written or oral, relating to its subject matter. This clause does not exclude liability for fraudulent misrepresentation.

25.3 No Waiver

A failure or delay by either party to exercise any right or remedy under the Contract shall not constitute a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.

25.4 Survival

Provisions which by their nature are intended to survive termination — including Sections 11 (Agreement of Proof), 13 (Limitation of Liability), 15 (Intellectual Property), 17 (Confidentiality), 24 (Applicable Law and Jurisdiction) and this Section 25 — shall survive any termination or expiry of the Contract.

25.5 Notices

Notices to GUIDEFLOW shall be sent to contact@guideflow.com or to the registered office address stated in Section 1. Notices to the Client shall be sent to the email address associated with the Client Account and shall be deemed received on the business day following transmission.

26. Contact

For any inquiries regarding these Terms and Conditions or the Services, please contact:

SaaSflow OÜ (Guideflow)

Kesklinna linnaosa, Maakri tn 191-7K, Harju maakond, Tallinn, 10145, Estonia

Registration number: 16834664

Email: contact@guideflow.com