Terms of Service for Flowright Services

These Terms of Service define the rules for the provision of electronic services by Michal Lebida conducting business under the name Flowright Michal Lebida, with registered office in Krakow, address: Krakow, NIP: 6793280285, REGON: 11111111, hereinafter referred to as the "Provider".

The Provider offers services in the field of designing, implementing, and maintaining AI-based automation systems, including chatbots, business process automation, follow-up systems, and data reporting.

These Terms of Service apply exclusively to business-to-business (B2B) relationships. The Provider does not offer services to consumers within the meaning of Article 22(1) of the Polish Civil Code of 23 April 1964.

By engaging the Provider's services, the Client represents that it acts as an entrepreneur within the meaning of Article 43(1) of the Polish Civil Code and that entering into the agreement is directly related to the Client's business or professional activity.

Acceptance of these Terms of Service is a prerequisite for entering into an agreement and using the Provider's services.

"Provider" - Michal Lebida conducting business under the name Flowright Michal Lebida, NIP: 6793280285, REGON: 11111111.

"Client" - an entrepreneur within the meaning of Article 43(1) of the Polish Civil Code who enters into an agreement with the Provider for the provision of services described in these Terms of Service.

"Agreement" - a service agreement concluded between the Provider and the Client based on these Terms of Service, an individual proposal, and any annexes.

"AI System" - an artificial intelligence-based system, including chatbots, process automation tools, follow-up systems, reporting dashboards, and other solutions implemented by the Provider for the Client.

"Prototype" - a preliminary version of the AI System prepared to demonstrate the capabilities of the solution, made available to the Client for a trial period before entering into the Agreement.

"Client Data" - all data, content, information, and materials provided by the Client to the Provider for the purpose of performing the Agreement, including data entered into the AI System.

"Personal Data" - personal data within the meaning of Article 4(1) of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), processed in connection with the performance of the Agreement.

"End User" - a natural person using the AI System deployed at the Client's premises, including the Client's employees, contractors, customers, or patients.

The Provider offers services including but not limited to: designing and implementing AI chatbots, business process automation (workflow automation), intelligent notification and follow-up systems, reporting and analytics dashboards, integrations with third-party systems, and maintenance and technical support for deployed solutions.

All administrative, configuration, and management functions of the AI System are available exclusively to the Provider or persons authorized by the Provider, unless the Agreement states otherwise. The Client receives access to the AI System to the extent specified in the individual proposal.

The AI System implemented by the Provider does NOT constitute a medical device within the meaning of Regulation (EU) 2017/745 (MDR) of the European Parliament and of the Council. The System serves exclusively informational, organizational, and communication purposes. The Client is responsible for ensuring that the AI System is not used for diagnostic, therapeutic purposes, or as a substitute for medical advice.

The Provider reserves the right to refuse an order or to discontinue cooperation if it determines that the intended use of the AI System is unlawful, contrary to these Terms of Service, or unethical.

The Provider may make a Prototype of the AI System available to the Client for a free trial period of 7 to 14 calendar days, unless the parties agree on a different period in the individual proposal.

The Prototype is provided on an "as-is" basis, without guarantees of full functionality, availability, or performance. The purpose of the Prototype is solely to demonstrate the capabilities of the solution and does not constitute a commitment to deliver an identical final product.

Making the Prototype available does not constitute the conclusion of an Agreement or an obligation on either party to continue cooperation. The Client is not obligated to enter into an Agreement after the trial period ends.

The Agreement is concluded upon the Client's acceptance of the individual proposal presented by the Provider and acceptance of these Terms of Service. Acceptance may be made in written form, electronic form (email), or by commencing use of the services.

Service prices are net prices and will be increased by the applicable VAT in accordance with current legislation. For Clients from European Union countries holding an active EU VAT number, the reverse charge mechanism may be applied in accordance with Directive 2006/112/EC.

Payments are made on the basis of VAT invoices issued on a monthly cycle, with a payment term of 14 days from the date of invoice issuance, unless the individual proposal states otherwise.

In the event of a payment delay exceeding 14 days from the due date, the Provider reserves the right to suspend the provision of services until the outstanding amounts are settled, while retaining the right to charge statutory interest for late payment.

Refund policy: (a) in the event of cancellation before work commences - 100% refund of the amount paid; (b) in the event of cancellation within 48 hours of work commencing - 50% refund of the amount paid, less costs already incurred; (c) after delivery of the Prototype or commencement of implementation - no refund is due, unless the Agreement states otherwise.

The Client undertakes to: (a) provide the Provider with accurate, complete, and up-to-date data necessary for the performance of the Agreement; (b) promptly inform the Provider of any changes in data, circumstances, or requirements affecting the performance of the Agreement; (c) make timely payments in accordance with the terms of the Agreement; (d) refrain from attempting reverse engineering, decompilation, disassembly, or other interference with the integrity of the AI System.

The Client undertakes to comply with Article 50 of Regulation (EU) 2024/1689 of the European Parliament and of the Council (AI Act) regarding the obligation to inform end users about interaction with an artificial intelligence system. The Client is responsible for placing appropriate markings and information about the operation of the AI System in its communication channels.

The Client bears full responsibility for: (a) the correctness and legality of data provided to the AI System; (b) ensuring that the use of the AI System complies with applicable laws, including data protection regulations, consumer rights, and industry-specific regulations; (c) conducting a Data Protection Impact Assessment (DPIA) in cases required by Article 35 of the GDPR.

The Provider undertakes to: (a) perform services with due diligence and professionalism, in accordance with the current state of technical knowledge; (b) configure and deploy the AI System in accordance with the arrangements set out in the individual proposal; (c) provide technical support to the extent specified in the Agreement; (d) provide the Client with periodic reports on the operation of the AI System, if agreed in the proposal.

The Provider does not guarantee 100% availability or uninterrupted operation of the AI System. Any SLA (Service Level Agreement) parameters are determined individually in the proposal and constitute a separate annex to the Agreement.

The Provider shall NOT be liable for: (a) damages resulting from the Client providing incorrect, incomplete, or outdated data; (b) use of the AI System for medical, diagnostic, or therapeutic purposes; (c) indirect damages, lost profits, data loss, or business interruption; (d) failures, interruptions, or changes in the operation of third-party services (including API providers, cloud platforms, LLM services); (e) content generated by large language models (LLMs), including hallucinations, inaccurate information, or responses inadequate to the context; (f) changes in APIs, pricing, or terms of service by third-party providers; (g) violations of law by the Client in connection with the use of the AI System; (h) security breaches resulting from actions or omissions on the Client's side.

The Provider's total liability under the Agreement is limited to the lesser of: (a) the sum of fees paid by the Client in the 3 months preceding the event giving rise to the claim, or (b) EUR 6,000 (six thousand euros).

The limitation of liability set out in paragraph 2 shall not apply in the case of damages caused intentionally or through gross negligence of the Provider.

The Provider uses large language models (LLMs) provided by third parties (e.g., OpenAI, Anthropic, Google). Content generated by these models may contain errors, inaccuracies, or so-called hallucinations. The Client acknowledges that responses generated by the AI System are of an auxiliary nature and do not replace professional specialist advice.

Pursuant to Article 558 of the Polish Civil Code, the parties exclude the Provider's liability under statutory warranty for physical and legal defects to the fullest extent permitted by law.

The Client undertakes to indemnify and hold harmless the Provider from any and all costs, damages, claims, and expenses (including reasonable legal fees) arising from or related to: (a) third-party claims related to the use of the AI System by the Client or its end users; (b) the Client providing incorrect, incomplete, or unlawful data; (c) the Client's violation of applicable laws in connection with the use of the AI System; (d) the Client's failure to comply with obligations under the AI Act (Regulation EU 2024/1689); (e) use of the AI System for medical or diagnostic purposes contrary to the provisions of these Terms of Service; (f) the Client's failure to obtain required consents for the processing of personal data in connection with the use of the AI System.

The indemnification obligation shall not apply to the extent that the claim arises directly from the Provider's intentional misconduct or gross negligence.

Upon receiving a claim covered by indemnification, the Provider shall promptly, no later than within 7 days, notify the Client of the claim and allow the Client to participate in the proceedings.

The Provider shall NOT be liable for business, medical, staffing, or other decisions made by the Client or its employees based on data, reports, or responses generated by the AI System.

In particular, the Provider shall not be liable for: (a) loss of patients or clients resulting from incorrect data entered by the Client into the AI System; (b) financial losses resulting from the Client's failure to update pricing, offers, or information in the AI System; (c) violations of regulations concerning advertising of medical services or other industry-specific regulations in connection with content generated by the AI System; (d) staffing decisions made on the basis of reports or analyses generated by the AI System; (e) reputational damage resulting from content generated by the AI System based on data provided by the Client.

The Client undertakes to independently evaluate the suitability of data and responses generated by the AI System before making any business, medical, or legal decisions based thereon.

The Provider shall NOT be liable for data loss resulting from: (a) failures or interruptions in the operation of third-party services (cloud providers, databases, APIs); (b) cyberattacks, including ransomware, DDoS attacks, or other forms of unauthorized access; (c) force majeure events; (d) actions or omissions on the Client's side, including accidental data deletion.

The Client is responsible for creating and maintaining its own backups of data critical to its business operations. The Provider recommends regular data exports from the AI System.

The Provider applies best security and backup practices with due diligence; however, it does not guarantee 100% protection against data loss.

Complaints regarding the services provided should be submitted to the email address: hello@flowright.dev within 14 days of the occurrence of the event giving rise to the complaint.

A complaint should include: (a) a description of the problem or irregularity; (b) the date of the event; (c) the expected resolution.

The Provider shall process complaints within 7 business days of receipt. In justified cases, this period may be extended, and the Client shall be informed accordingly.

The Provider reserves the right to reject a complaint in the event of: (a) filing the complaint after the deadline; (b) failure to provide required information despite a request to supplement; (c) determination that the issue results from causes attributable to the Client or third parties.

Rejection of a complaint does not deprive the Client of the right to pursue claims in court.

The Provider's services are provided within the scope of normal usage corresponding to the deployment profile agreed upon in the individual proposal. Normal usage includes standard system load resulting from the Client's typical business activity.

In the event that the Client's usage of the AI System exceeds 200% of the standard usage level defined in the deployment profile for a period of 2 consecutive months, the Provider shall notify the Client of the excess and propose adjusted pricing terms.

The Client has 14 days from receiving the notification to accept the new pricing terms or terminate the Agreement without additional charges. In the absence of a response within this period, the Provider reserves the right to apply the new pricing terms or limit usage to the standard level.

To the extent that the performance of the Agreement involves the processing of personal data, the parties shall enter into a separate data processing agreement (DPA) in accordance with Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR).

The Client acts as the data controller within the meaning of Article 4(7) of the GDPR. The Provider acts as the data processor processing personal data on behalf of the Client.

The Provider undertakes to: (a) process personal data only on documented instructions from the Client; (b) store data on servers located within the EU/EEA; (c) implement appropriate technical and organizational measures to ensure the security of processing; (d) notify the Client of a personal data breach within 48 hours of detecting the breach.

In the event of processing health-related data, the parties acknowledge that in accordance with the CJEU judgment in case C-21/23 (Lindenapotheke), health-related data is subject to special protection, and its processing requires the fulfillment of additional conditions under Article 9(2) of the GDPR.

List of sub-processors engaged in the processing of personal data: Anthropic (USA - DPF + SCC, AI models), OpenAI Ireland Ltd. (Ireland/USA - DPF + SCC, AI models), Vercel Inc. (USA - DPF + SCC, hosting), Calendly LLC (USA - DPF + SCC, appointment scheduling), CookieYes Ltd. (UK, cookie consent management). The Client grants general consent to the use of sub-processors, subject to the obligation to inform of changes with 14 days' advance notice.

During the Prototype phase (trial period), NO personal data is processed. All data used in the Prototype is of a test and fictitious nature.

The parties undertake to maintain the confidentiality of all information obtained in connection with the performance of the Agreement that is not publicly available, for the entire duration of the Agreement and for a period of 2 years after its termination.

The confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of these Terms of Service; (b) was independently developed by the receiving party without using the other party's confidential information; (c) must be disclosed pursuant to applicable law, a court order, or a decision of a public administration authority.

The Provider retains full intellectual property rights to the AI System, including the source code, architecture, configuration, templates, automation processes, and all elements constituting the Provider's know-how.

The Client retains full rights to its data, content, and materials provided to the Provider for the purpose of performing the Agreement.

For the duration of the Agreement, the Client receives a non-exclusive, non-transferable license to use the AI System to the extent specified in the individual proposal.

The license referred to in paragraph 3 expires upon termination of the Agreement, regardless of the reason for termination.

Transfer of intellectual property rights to the AI System or its elements requires a separate written agreement under penalty of invalidity.

The Provider has the right to use the Client's logo, company name, and a general description of the cooperation in its portfolio, on its website, and in marketing materials, unless the Client submits a written objection within 14 days of concluding the Agreement.

Publication of a detailed implementation description (case study) containing Client-specific data requires prior written consent from the Client.

The Provider has the right to use an anonymous reference describing the general scope of cooperation without disclosing the Client's identifying data.

The specific terms of the satisfaction guarantee are determined in the individual proposal for each Client. The scope of the guarantee may include the right to cancel the service within a specified period without incurring subscription costs.

During the trial period (Prototype), the Client has the right to withdraw from cooperation without incurring costs related to the subscription or recurring fees.

The satisfaction guarantee does NOT constitute a guarantee of achieving specific financial, business, or medical results within the meaning of Article 577 of the Polish Civil Code. The Provider undertakes to exercise due diligence within the meaning of Article 355 of the Polish Civil Code (obligation of best efforts, not of result).

All data, statistics, and examples of results presented in the Provider's marketing materials are of an illustrative nature only and do not constitute a guarantee or promise of achieving analogous results by the Client.

The Client confirms that prior to entering into the Agreement, the Client has reviewed this provision and accepts that the Provider does not guarantee specific business results.

The Agreement is concluded for an indefinite period, unless the individual proposal states otherwise.

Either party may terminate the Agreement with 30 days' notice, calculated from the last day of the month in which the termination notice was delivered.

The Provider may terminate the Agreement with immediate effect in the event of: (a) a payment delay exceeding 30 days; (b) a material breach of the Agreement or these Terms of Service by the Client; (c) use of the AI System in an unlawful manner; (d) use of the AI System for medical or diagnostic purposes contrary to the Terms of Service.

The Client may terminate the Agreement with immediate effect in the event of a material breach of the Agreement by the Provider, provided that the Client has called upon the Provider to remedy the breach and a 14-day period for remedy has elapsed without result.

Upon termination of the Agreement: (a) the Provider shall deactivate the AI System within the period resulting from the notice period; (b) the Client shall settle all amounts due for services rendered up to the date of termination; (c) the Client has the right to export its data in CSV or JSON format within 14 days of termination; (d) AI System configurations and settings shall be permanently deleted within 30 days of termination.

Neither party shall be liable for non-performance or improper performance of obligations under the Agreement if such non-performance or improper performance results from force majeure, understood as an external event that is impossible to foresee and prevent, including but not limited to: natural disasters, wars, acts of terrorism, pandemics, strikes, failures of telecommunications or energy infrastructure, and decisions of public authorities.

The party affected by a force majeure event shall promptly notify the other party of the occurrence and expected duration of such event.

These Terms of Service, together with the individual proposal, the data processing agreement (DPA), and any SLA agreement, constitute the entire agreement between the parties with respect to the subject matter of the Agreement.

The provisions of these Terms of Service supersede all prior arrangements, negotiations, representations, assurances, and marketing materials concerning the subject matter of the Agreement.

Any amendments to these Terms of Service, the Agreement, or its annexes require written or documentary form (email) under penalty of invalidity.

All disputes arising from the Agreement or these Terms of Service shall be resolved individually. The Client undertakes to pursue claims exclusively in its own name and on its own behalf.

The Client waives the right to participate in class action proceedings or collective pursuit of claims to the extent permitted by applicable law.

This provision does not limit the Client's right to pursue individual claims before the competent court.

The Agreement and these Terms of Service shall be governed by Polish law.

The parties shall endeavor to resolve any disputes arising from the Agreement or these Terms of Service amicably. In the absence of agreement, disputes shall be resolved by the common court having jurisdiction over the Provider's registered office, i.e., the court in Krakow. For clients outside Poland, mediation at the Polish Chamber of Commerce, Warsaw, is also available.

The Provider reserves the right to amend these Terms of Service. The Client shall be notified of changes with 30 days' advance notice to the email address provided in the Agreement. Continued use of the services after the expiry of this period constitutes acceptance of the changes.

If any provision of these Terms of Service is found to be invalid or ineffective, the remaining provisions shall remain in force. The invalid provision shall be replaced by the relevant provisions of Polish law.

These Terms of Service shall enter into force on 25 March 2026.