Terms & Conditions

This website and the services are provided by:

Company: FlowUp

Company Registration No.: [●]

Registered Office: [Full address, Italy]

Email: contact@flowup.com / legal@flowup.com

Phone: +39 345 458 4646

("Company", "we", "us", "our").

"Client" means any person or entity purchasing or using the Services.

"Services" means digital services provided by the Company, including (without limitation) AI systems, automation, software/web/app development, integrations, consulting, maintenance, and related deliverables.

"Deliverables" means any output produced for the Client (code, designs, documentation, configurations, models, automations, etc.).

"Order" means any accepted proposal, quote, statement of work, subscription, or written agreement for Services.

3.1. We provide Services on a business-to-business basis unless explicitly stated otherwise in an Order.

3.2. We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

4.1. Any proposal/quote is valid for 30 days unless stated otherwise.

4.2. An Order is formed when: (a) the Client accepts our proposal/quote in writing (including email), and (b) any required upfront payment is received (if applicable).

4.3. Any scope changes must be agreed in writing and may affect timelines and fees.

5.1. Fees are as specified in the Order.

5.2. Payment terms: [e.g., 50% upfront + 50% on delivery / Net 7 / Net 14 / monthly subscription].

5.3. Late payments may result in suspension of Services and/or delivery until amounts due are paid.

5.4. The Client is responsible for any bank fees, currency conversion fees, withholding taxes, and applicable taxes/duties unless stated otherwise in the Order.

6.1. Provide timely access to necessary materials, systems, credentials, and approvals.

6.2. Ensure the accuracy and legality of any content, data, or instructions provided to us.

6.3. Use the Deliverables in compliance with applicable laws and third-party terms (e.g., hosting, APIs, CRMs).

6.4. Maintain backups and appropriate security on the Client's systems unless the Order includes managed hosting/security.

7.1. Delivery timelines are estimates unless stated as fixed deadlines in the Order.

7.2. Where revisions are included, they are limited to what is specified in the Order. Additional revisions are billable.

7.3. Unless stated otherwise, Deliverables are deemed accepted if no written issues are reported within 7–14 days from delivery.

8.1. Some Services depend on third-party platforms (e.g., OpenAI, Deepgram, Telnyx, Google, Meta, hosting providers). The Client agrees to comply with those terms.

8.2. We are not responsible for outages, policy changes, pricing changes, or limitations of third-party services.

9.1. Client IP: The Client retains ownership of materials and IP provided to us.

9.2. Deliverables: Upon full payment, the Client receives a worldwide, non-exclusive (or exclusive if stated in the Order) license to use the Deliverables for its internal business purposes, unless the Order states that ownership is transferred.

9.3. Company background IP: We retain ownership of our pre-existing tools, frameworks, templates, libraries, know-how, and generalized learnings ("Background IP"). We may reuse Background IP across clients as long as we do not disclose the Client's Confidential Information.

9.4. Open-source: Deliverables may include open-source components governed by their respective licenses.

10.1. Each party may receive confidential information ("Confidential Information").

10.2. Both parties agree to protect Confidential Information and use it only for performing or receiving the Services.

10.3. This does not apply to information that is public, independently developed, or lawfully obtained from a third party.

10.4. We may list the Client's name/logo as a customer reference unless the Client requests otherwise in writing.

11.1. Our Privacy Policy forms part of these Terms: Privacy Policy.

11.2. Where we process personal data on behalf of the Client, the parties may enter into a separate Data Processing Agreement (DPA).

11.3. We aim to comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and Italy's data protection regulations.

11.4. The Client is responsible for ensuring it has a lawful basis to share any personal data with us and for its own compliance obligations.

13.1. We will provide Services with reasonable skill and care.

13.2. Except as stated in the Order, Services and Deliverables are provided "as is" and "as available".

13.3. We do not guarantee specific commercial results (e.g., revenue, leads, ranking, conversion rates) unless explicitly agreed in writing.

14.1. To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business).

14.2. Our total liability for any claim relating to an Order is limited to the fees paid by the Client for that Order in the 3–6 months preceding the event giving rise to the claim.

14.3. Nothing excludes liability that cannot be excluded by law.

16.1. We may suspend Services if payment is overdue or if the Client breaches these Terms.

16.2. Either party may terminate an Order for material breach if not cured within 14 days of written notice.

16.3. Upon termination, the Client must pay for work performed up to the termination date.

16.4. Clauses that should survive termination (IP, confidentiality, liability limits, etc.) will survive.

19.1. These Terms are governed by the laws of Italy.

19.2. The parties will attempt to resolve disputes amicably. If unresolved, disputes shall be subject to the courts of [Italy / Milan / Rome], unless the Order specifies arbitration.