Terms of Service – Flowenix AI Automation Agency

1. Agreement

These Terms of Service ("Terms") govern all services provided by Flowenix LLC, a Delaware limited liability company ("Flowenix," "we," "us"), to any client ("Client," "you") engaging Flowenix for AI automation, workflow development, or related consulting services (the "Services"). By engaging Flowenix — via signed proposal, statement of work, invoice payment, or continued use of delivered systems — Client agrees to be bound by these Terms.

2. Islamic Principles and Ethical Commitments

Flowenix's commitment to Islamic ethical principles (Shariah) is foundational to how we operate and takes precedence over commercial considerations in every engagement. Specifically:

• We do not engage with industries involving riba (interest-based finance), alcohol, gambling, adult content, or pork-related products.
• We do not work with photography or cosmetics industries.
• We only accept projects that are halal, uphold human dignity, and reflect transparency and truthfulness.
• We avoid deception (gharar), exploitation, or unethical pricing (riba al-fadl).

We reserve the right to decline or terminate any client, project, or partnership — at any stage — that conflicts with these values, regardless of any other provision of these Terms. Where any other clause in these Terms could be read to conflict with this Section, this Section governs, to the extent permitted by applicable law. Where Flowenix terminates an engagement under this Section, Client's remedy is the pro-rata refund described in Section 6.

3. Scope of Services, Changes, and Acceptance

Services are defined per individual proposal, statement of work, or service agreement ("SOW") between Flowenix and Client. These Terms apply to all SOWs unless an SOW expressly states otherwise in writing.

(a) Changes to scope. Any work outside the deliverables described in the SOW — including added integrations, added workflow logic, additional revision rounds beyond those specified, or rework caused by Client changing previously approved requirements — is a change in scope. Flowenix will provide a written change order stating the additional fees and any effect on the timeline, and will not begin that work until Client approves it in writing (email is sufficient). Flowenix is not obliged to perform out-of-scope work without an approved change order, and any timeline in the SOW is extended by the time taken to agree one.

(b) Acceptance. Unless the SOW states otherwise, Client has 10 business days from delivery of a deliverable to test it and notify Flowenix in writing of any material failure to meet the specification in the SOW. Flowenix will correct any such failure at no additional charge. If Client does not notify Flowenix within that period, or uses the deliverable in live operations, the deliverable is deemed accepted. Acceptance does not waive Client's rights in respect of defects that could not reasonably have been detected during testing.

(c) Client dependencies. Client will provide the access, credentials, content, approvals, and points of contact reasonably needed for delivery. Flowenix is not responsible for delays caused by Client's failure to do so, and may adjust timelines accordingly.

4. Client Data and Consent Warranty

Client represents and warrants that:

• (a) Client has all necessary legal rights, consents, and lawful basis under applicable law (including but not limited to data protection, privacy, and telecommunications marketing laws in Client's operating jurisdiction) to provide Flowenix with any personal data, customer contact information, CRM records, WhatsApp Business data, or API/system access used in connection with the Services;
• (b) Client is solely responsible for obtaining and maintaining any required consent from its own customers or contacts for automated messaging, data processing, or communication carried out through systems Flowenix builds or operates on Client's behalf;
• (c) Client will indemnify, defend, and hold harmless Flowenix and its contractors from any claim, liability, fine, or damages arising from Client's breach of this warranty, including claims brought by Client's own customers, regulators, or third parties.

5. Flowenix as Processor

Where Services involve Flowenix processing personal data on Client's behalf (e.g., data flowing through automations, CRMs, or messaging systems Flowenix configures or operates), Flowenix acts as a data processor and Client as data controller, governed by our Data Processing Addendum ("DPA"), which is incorporated by reference into these Terms. In the event of conflict between these Terms and the DPA regarding data processing matters, the DPA controls.

6. Fees and Payment

Fees, payment schedule, and currency are set out in the applicable SOW or invoice. Late payments beyond 7 days may result in suspension of Services and/or access to delivered systems until resolved. Consistent with Section 2, Flowenix does not charge interest on overdue amounts; suspension of Services and recovery of reasonable costs of collection are our remedies for non-payment.

Fees are non-refundable once work has commenced, except: (a) where Flowenix terminates the engagement under Section 2 or otherwise for reasons not caused by Client's breach, in which case Flowenix will refund, pro rata, any prepaid fees covering Services not yet delivered as at the termination date; or (b) as otherwise agreed in writing; or (c) for a pilot engagement, as set out below.

Pilot engagements. Unless the applicable SOW states otherwise, if the target set out in the SOW is not met within the pilot period, Flowenix will refund the pilot fee. The pilot period is the 15 days of live testing that follow setup.

7. Intellectual Property

• (a) Client Materials. Client retains all right, title, and interest in its own data, customer records, content, copy, brand assets, trademarks, and any materials or systems Client supplies or licenses to Flowenix for the engagement ("Client Materials"). Nothing in these Terms transfers any ownership of Client Materials to Flowenix, and Flowenix's rights in Client Materials are limited to using them as needed to deliver the Services.
• (b) Flowenix IP. Subject to (a), Flowenix retains all right, title, and interest in the Services, deliverables, custom scripts, prompts, workflows, automations, and any pre-existing tools, frameworks, or methodologies used to create them (collectively, "Flowenix IP"), whether developed before or during the engagement — including after full payment, unless a signed SOW expressly states otherwise.
• (c) License to Client. Upon full payment, Client receives a perpetual, non-exclusive, non-transferable, worldwide license to use, run, and internally modify the delivered work for Client's own internal business operations. Where the applicable SOW scopes the engagement as a one-time deliverable rather than an ongoing engagement, that license covers continued operation of the delivered work but does not include ongoing support, maintenance, or updates, which are chargeable separately.
• (d) Assignment option. Client may acquire ownership of the deliverables created specifically for Client (excluding Flowenix's pre-existing tools, frameworks, and methodologies, which remain licensed to Client under (c)) where the applicable SOW expressly provides for such assignment and Client has paid the corresponding fee.
• (e) Restrictions. Client may not resell, sublicense, white-label, claim ownership of, or otherwise transfer any Flowenix IP or deliverable to a third party, unless expressly authorized in writing in the applicable SOW or acquired under (d).
• (f) Residual knowledge. Flowenix may reuse general techniques, non-confidential learnings, and improvements developed during an engagement in work for other clients, provided no Client Materials, Client confidential data, or Client-specific configuration is disclosed or reused.

8. Confidentiality and Publicity

Each party agrees to keep confidential any non-public business, technical, or client information disclosed by the other party during the engagement, and to use it solely for purposes of the engagement. This obligation survives termination of the engagement for 2 years, except that it continues indefinitely, for as long as the information retains its character, in respect of trade secrets, personal data, security credentials, and access tokens.

Publicity. Notwithstanding the above, Flowenix may identify Client by name and logo, and describe the general nature and results of the work, in its portfolio, case studies, and marketing materials — provided that Flowenix does not disclose Client's confidential information, personal data, pricing, or Client-specific technical configuration without prior written approval. Client may withdraw this permission at any time by written notice, and Flowenix will remove the relevant material from its own channels within 30 days.

9. Disclaimer of Warranties

Services, including any AI-driven systems, automations, or outputs, are provided "as is" and "as available." Flowenix does not warrant that automations, AI-generated outputs, or workflows will be error-free, uninterrupted, or produce any particular business outcome. Client acknowledges that AI systems may produce inaccurate, incomplete, or unexpected outputs, and Client is responsible for reviewing and validating outputs before relying on them for business-critical decisions, unless otherwise expressly agreed in an SOW. Flowenix is not responsible for outages, policy changes, feature removals, or pricing changes made by third-party platforms Flowenix's systems depend on or integrate with, including but not limited to Meta/WhatsApp Business Platform, OpenAI, Zapier, Make, n8n, or any CRM or messaging provider.

10. Limitation of Liability

To the maximum extent permitted by law: (a) Flowenix's total aggregate liability arising out of or related to the Services shall not exceed the greater of (i) the total fees paid by Client to Flowenix under the applicable SOW, and (ii) the total fees paid by Client to Flowenix in the twelve (12) months preceding the event giving rise to the claim; (b) in no event shall Flowenix be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, or lost data, even if advised of the possibility of such damages. This limitation does not apply to Flowenix's gross negligence or willful misconduct, or where and to the extent such limitation is unenforceable under applicable law. (c) For breach of Section 8 (Confidentiality) by either party, that party's total aggregate liability shall not exceed two (2) times the amount determined under (a), and the exclusion in (b) applies to Client's liability on the same terms as it applies to Flowenix's. Nothing in this Section limits Client's obligation to pay fees due under Section 6, or Client's indemnification obligations under Sections 4 and 11.

11. Client Indemnification

Client agrees to indemnify and hold Flowenix harmless from any third-party claims arising from Client's use of the Services in violation of these Terms, applicable law, or Client's own representations herein.

12. Acceptable Use

Client shall not use Flowenix's Services or any delivered automation to:

• Send unsolicited spam or messaging in violation of applicable anti-spam or telecommunications law
• Target, profile, or discriminate unlawfully
• Engage in fraudulent, deceptive, or illegal activity
• Violate any third-party platform's terms (including Meta/WhatsApp Business Platform policies)
• Violate the ethical principles set out in Section 2

Flowenix reserves the right to suspend Services immediately upon reasonable belief of such use.

13. Term and Termination

Either party may terminate an SOW per its own terms, or with 14 days' written notice where not otherwise specified. Upon termination:

• Client pays for all work completed to date, and Flowenix refunds any prepaid unearned fees where Section 6 applies
• Flowenix will, within 30 days, provide Client a reasonable opportunity to export Client data from any Flowenix-operated system, after which Flowenix may delete such data; deletion of personal data is governed by Section 13 of the DPA
• Sections 2, 4, 5, 6, 7, 8, 9, 10, 11, 14, 16, 17, and 18 survive termination, together with the DPA to the extent it applies to data still held

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles, and interpreted consistent with the ethical commitments in Section 2. Flowenix LLC is a Delaware limited liability company.

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for at least 30 days. If unresolved, either party may propose mediation before a mutually agreed mediator prior to litigation. Any dispute not resolved through negotiation or mediation shall be brought exclusively in the state or federal courts located in Delaware, USA, and each party consents to the jurisdiction of such courts — except that Flowenix may bring proceedings to recover unpaid fees, to protect its intellectual property, or to enforce a judgment in any court of competent jurisdiction where Client is located or holds assets. Either party may still bring an individual claim in small claims court where the dispute falls within that court's jurisdictional limits.

15. Changes to These Terms

Flowenix may update these Terms from time to time. The version of these Terms in effect on the date an SOW is signed governs that SOW for its duration; updates apply prospectively to SOWs signed after the update, and to ongoing or recurring Services 30 days after Flowenix notifies Client by email or posts the updated Terms with a revised "Last Updated" date. If Client does not accept an update affecting an ongoing engagement, Client may terminate that engagement under Section 13 before the update takes effect, and Section 6's refund terms apply.

16. Notices

Notices under these Terms must be in writing and sent by email — to Flowenix at support@flowenix.com, and to Client at the email address stated in the applicable SOW or last used by Client to correspond with Flowenix about the engagement. A notice is deemed received on the next business day after sending, provided no delivery failure is received. Each party is responsible for keeping its notice address current.

17. Non-Solicitation

During the engagement and for 12 months after it ends, Client will not directly or indirectly solicit for employment or engagement any Flowenix employee or contractor who was materially involved in delivering the Services, without Flowenix's prior written consent. This does not restrict general public job advertisements not targeted at such personnel, or the hiring of anyone who responds to them.

18. General

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full effect. Flowenix's failure to enforce any provision is not a waiver of that provision. These Terms, together with the DPA and the applicable SOW, constitute the entire agreement between the parties and supersede any prior understanding on the same subject matter. Where a signed SOW expressly conflicts with these Terms, the SOW controls for that engagement. Client may not assign these Terms without Flowenix's written consent. Neither party is liable for delays or failures caused by events beyond their reasonable control (force majeure), provided the affected party notifies the other promptly and resumes performance as soon as reasonably possible; if a force majeure event continues for more than 60 days, either party may terminate the affected SOW and Section 6's refund terms apply. Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.

19. Contact

Email: support@flowenix.com
Website: www.flowenix.com