Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between Flow Inc. Ltd, a company registered in England and Wales (company number [00000000]) with registered office at [Street, City, Postcode] ("Creative Flow", "we", "us", "our"), and the business identified on the order page or invoice ("Customer", "you", "your").

By subscribing to or using the Creative Flow design subscription service (the "Service"), you agree to be bound by these Terms. The Service is offered to businesses only and is not intended for consumers within the meaning of the Consumer Rights Act 2015.

1. The Service

Creative Flow provides a subscription-based design service through which the Customer may submit creative briefs and receive design deliverables produced by Creative Flow's team. The specific scope, included design categories, monthly request limits, turnaround expectations and any fair-use limits applicable to the Customer's plan are set out on the pricing page or in an order form referencing these Terms (together, the "Order").

2. Account and acceptable use

You are responsible for safeguarding your account credentials and for all activity under your account. You agree to:

• provide accurate and complete information when registering;
• use the Service only for lawful purposes and in accordance with these Terms;
• not submit briefs that infringe any third-party rights, are defamatory, obscene, harassing or otherwise unlawful;
• not attempt to disrupt the Service, gain unauthorised access, or reverse engineer any part of it; and
• comply with all applicable laws including data protection, advertising, intellectual property and export control laws.

3. Subscription, fees and payment

Subscription fees, billing frequency and currency are as set out in the Order. Fees are charged in advance, are exclusive of VAT (which will be added at the prevailing rate where applicable) and are non-refundable save where required by law.

Payments are processed by Stripe Payments UK Ltd. By providing payment details you authorise us to charge the relevant amounts on each billing date. If a payment fails we may suspend the Service after reasonable notice and attempts to collect.

We may change pricing on renewal. We will give you at least 30 days' written notice of any price increase before it takes effect.

4. Term, renewal and cancellation

Subscriptions begin on the start date set out in the Order and continue for successive renewal periods (e.g. monthly or annually) until cancelled in accordance with this Section 4.

Cancellation is concierge-only. To cancel, you must notify us in writing at billing@creativeflow.example at least [7] days before the start of your next billing period. We will confirm cancellation in writing and stop further billing from the next renewal date. Notice of cancellation received less than [7] days before the next billing date will take effect at the end of the following billing period.

Fees already paid for the current billing period are not refundable. We do not pro-rate refunds for unused time.

We may suspend or terminate the Service immediately if you materially breach these Terms (including non-payment) and fail to remedy the breach within a reasonable period after notice.

5. Intellectual property in deliverables

Subject to full payment of all fees due, Creative Flow assigns to the Customer all assignable rights, title and interest in the final design deliverables produced specifically for the Customer under the Service (the "Deliverables") on delivery, with full title guarantee, for the Customer's unrestricted business use.

The assignment in this Section 5 does not include:

• third-party assets (stock photography, fonts, plug-ins, AI-generated inputs) which remain subject to their own licences and which the Customer is responsible for licensing for its intended use;
• Creative Flow's pre-existing tools, frameworks, templates and know-how, which are licensed to the Customer on a non-exclusive, non-transferable basis solely as embedded in the Deliverables; and
• working files and unused concepts, which remain Creative Flow's property unless expressly agreed otherwise in writing.

Until full payment is received, the Customer receives only a revocable, non-exclusive licence to review the Deliverables for evaluation purposes.

The Customer grants Creative Flow a worldwide, non-exclusive, royalty-free licence to use the Customer's name, logo and Deliverables in Creative Flow's portfolio and marketing materials. The Customer may opt out of this licence at any time by emailing hello@creativeflow.example.

6. Customer materials

The Customer retains all rights in materials it provides to us ("Customer Materials") and grants us a non-exclusive, royalty-free licence to use them solely to provide the Service. The Customer warrants that it has the right to provide Customer Materials and that our use of them as instructed will not infringe any third-party rights.

7. Confidentiality

Each party will keep the other party's confidential information confidential and use it only to perform its obligations under these Terms. This obligation does not apply to information that is or becomes publicly known other than through breach, was independently developed, or is required to be disclosed by law.

8. Data protection

Each party will comply with applicable data protection laws including the UK GDPR and the Data Protection Act 2018. Where Creative Flow processes personal data on behalf of the Customer, the parties will enter into a data processing agreement reflecting the requirements of Article 28 UK GDPR. Our handling of personal data is described in our Privacy Policy.

9. Warranties and disclaimers

We warrant that we will provide the Service with reasonable care and skill. Except as expressly stated in these Terms, all warranties, conditions and other terms implied by statute or common law (including in relation to satisfactory quality, fitness for a particular purpose and non-infringement) are excluded to the fullest extent permitted by law.

10. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by law.

Subject to the paragraph above, neither party shall be liable to the other for: any loss of profits, revenue, business, contracts, anticipated savings, goodwill or reputation; any loss or corruption of data; or any indirect, special or consequential loss, in each case howsoever arising.

Subject to the foregoing, each party's aggregate liability under or in connection with these Terms (whether in contract, tort (including negligence), under statute or otherwise) shall not exceed an amount equal to 125% of the fees paid or payable by the Customer under the Order in the 12 months preceding the event giving rise to the claim.

11. Suspension

We may suspend access to the Service where we reasonably believe it is necessary for security, legal, technical or regulatory reasons, or where the Customer's use of the Service materially threatens the integrity or availability of the Service for other customers. We will give as much notice as is reasonably practicable.

12. Force majeure

Neither party will be liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, provided the affected party promptly notifies the other and uses reasonable efforts to mitigate the impact.

13. Changes to these Terms

We may update these Terms from time to time. We will give you at least 30 days' notice of any material changes by email or in-product notice. Continued use of the Service after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you may cancel in accordance with Section 4.

14. Notices

Notices to Creative Flow should be sent to legal@creativeflow.example with a copy to our registered office. Notices to the Customer will be sent to the email address associated with the account.

15. General

• Entire agreement. These Terms together with the Order constitute the entire agreement between the parties in relation to the Service.
• Assignment. The Customer may not assign or transfer its rights without our prior written consent. We may assign or transfer our rights to an affiliate or in connection with a reorganisation or sale of our business.
• No third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
• Severability. If any provision is held to be invalid or unenforceable, the remainder shall remain in full force.

16. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction.