Definitions
Capitalized terms have the meanings below, in the Terms of Use, or where first defined elsewhere in this Agreement.
- Accountant Portal. The InstantFlow interface through which Firm accesses the workspaces of Clients that have invited it, views and downloads Client Data, and provides Notes back to those Clients.
- Add-On. An optional paid feature or module that Firm may subscribe to in addition to the base Program, as offered by InstantFlow from time to time.
- Client. An InstantFlow customer that has invited Firm to access its workspace for accounting, audit, or related professional services.
- Client Data. The transactions, receipts, invoices, expense records, and other operational and financial data within a Client's InstantFlow workspace that Firm is able to view or download through the Accountant Portal.
- Fees. The amounts payable by Firm for paid Seats and Add-Ons, as shown at checkout.
- Invitation. The action by which a Client authorizes InstantFlow to grant Firm access to that Client's workspace through the Accountant Portal.
- Notes. Comments, flags, annotations, or similar limited feedback that Firm submits back to a Client through the Accountant Portal.
- Program. The InstantFlow Accounting Firm Program described in this Agreement. The base Program, including one Seat, is provided free of charge; additional Seats and Add-Ons are optional paid subscriptions.
- Seat. An individual authorized-user license for the Accountant Portal. The base Program includes one Seat at no charge; each additional Seat is a paid subscription.
The Program and Portal Access
3.1 Access grant
Subject to this Agreement, InstantFlow grants Firm a limited, non-exclusive, non-transferable, revocable right to access and use the Accountant Portal to provide accounting, audit, and related professional services to Clients that have invited it. The base Program includes one Seat at no charge; Firm may subscribe to additional Seats and Add-Ons as described in Section 3.5 and billed under Section 4.
3.2 No self-service addition of Clients
Firm cannot add, connect to, or access any company or individual on its own initiative. Firm gains access to a Client's workspace only when that Client issues an Invitation. Firm will not attempt to access, or to gain access to, any workspace it has not been invited to, and will not use the Program to solicit access it has not been granted.
3.3 Scope of access — read and annotate
For each Client that has invited it, Firm may view and download that Client's Client Data, and may submit Notes back to that Client. Firm may not create, edit, or delete a Client's underlying records, add users to a Client's workspace, or take any action in a Client's workspace beyond viewing, downloading, and providing Notes.
3.4 Authorized personnel
Firm is responsible for ensuring that only its authorized personnel access the Accountant Portal under Firm's credentials, that each maintains the confidentiality of those credentials, and that all such personnel comply with this Agreement. Firm is responsible for their acts and omissions as if they were Firm's own. Each individual accessing the Accountant Portal requires a Seat; the number of concurrent authorized users may not exceed the number of Seats (free and paid) Firm holds.
3.5 Seats and Add-Ons
Firm may add paid Seats and subscribe to Add-Ons at any time through the Accountant Portal. Paid Seats and Add-Ons are optional; the base Program and its one free Seat remain available whether or not Firm subscribes to any paid Seats or Add-Ons. InstantFlow may offer additional Add-Ons from time to time, each subject to this Agreement and to any specific terms InstantFlow presents at the point of subscription.
Client Invitations and Consent
4.1 Invitation is the basis for access
Firm's access to any Client's workspace exists only because, and only for as long as, that Client authorizes it through an Invitation. The Invitation is the Client's authorization for InstantFlow to expose that Client's workspace to Firm; it is not, and does not operate as, any representation or commitment by InstantFlow on Firm's behalf.
4.2 Firm's engagement representation
Each time Firm accepts an Invitation or accesses a Client's workspace, Firm represents that it has a genuine professional engagement with, or authorization from, that Client to access the Client Data, and that its access is for the purpose of providing accounting, audit, or related services to that Client. Firm will access and use Client Data only for that purpose.
4.3 Revocation ends access immediately
A Client may withdraw its Invitation at any time. When a Client does so, or when the engagement otherwise ends, Firm's access to that Client's workspace through the Accountant Portal ends immediately. Firm's obligations with respect to Client Data it has already downloaded continue as described in Sections 6 and 7.
Fees, Seats, and Billing
5.1 Free base Program
The base Program, including one Seat and full access to the Accountant Portal features described in this Agreement, is provided to Firm free of charge. Firm is never required to purchase paid Seats or Add-Ons to access the base Program.
5.2 Fees
Firm will pay the Fees shown at checkout for any paid Seats and Add-Ons it subscribes to, in the currency it selects. Firm chooses a monthly or annual billing cycle for each paid subscription at checkout, and Fees are billed in advance for that cycle.
5.3 Payment method
Firm authorizes InstantFlow (or InstantFlow's payment processor) to charge its payment method on file for all Fees when due. Firm is responsible for keeping its payment details current.
5.4 Auto-renewal
Paid Seats and Add-Ons renew automatically at the end of each billing cycle for a further cycle of the same length, at InstantFlow's then-current Fees, unless Firm cancels before the renewal date. For annual paid subscriptions, InstantFlow will send a renewal reminder, by email or in-platform notice, at least 30 days before the renewal date.
5.5 Price changes
InstantFlow may change the Fees for paid Seats and Add-Ons for future billing cycles on at least 30 days' notice by email or in-platform notice. A price change takes effect at Firm's next renewal after the notice period.
5.6 Cancellation and downgrade
Firm may cancel any paid Seat or Add-On at any time through the Accountant Portal. Cancellation takes effect at the end of the current billing cycle; Firm retains the cancelled paid features until then, and no further Fees are charged for them after that date. When Firm cancels all paid Seats and Add-Ons, Firm returns to the free base Program — Firm keeps its one free Seat and continued access to the Accountant Portal, and does not lose access to the Program as a result of cancelling paid features.
5.7 Refunds
Fees already paid for the current billing cycle are non-refundable, including for partial periods, except where required by applicable law.
5.8 Late or failed payment
If a payment fails, InstantFlow may retry it and may suspend or remove Firm's paid Seats and Add-Ons after reasonable notice, without affecting Firm's free base Program. Firm remains responsible for Fees accrued before suspension or removal.
5.9 Taxes
Fees are exclusive of applicable taxes unless stated otherwise. Firm is responsible for all such taxes other than taxes on InstantFlow's net income.
Firm's Handling of Client Data
6.1 Client owns Client Data
As between InstantFlow, Firm, and the Client, the Client owns its Client Data. This Agreement gives Firm no ownership interest in Client Data, and no rights to Client Data except the limited access described in Section 3.
6.2 Permitted use only
Firm will use Client Data solely to provide services to the Client that provided it. Firm will not sell, license, share, or otherwise disclose Client Data to any third party, and will not use Client Data to build any product, dataset, or profile, except as the Client separately instructs Firm in writing or as required by law.
6.3 Downloaded data is Firm's responsibility
Firm may view Client Data within the Accountant Portal and download it when needed for its services. Once Client Data is downloaded or otherwise leaves the Accountant Portal, Firm is solely responsible for safeguarding it, including its security, storage, retention, and lawful disposal, in accordance with applicable law and Firm's own professional obligations. InstantFlow's responsibility for the security of Client Data extends only to the data while it is within the InstantFlow platform and Accountant Portal.
6.4 Retention and deletion by Firm
Firm will retain downloaded Client Data only for as long as it needs it for the Client's engagement or as required by law or professional standards, and will securely dispose of it afterward. Loss of portal access under Section 4.3 does not by itself require Firm to delete data it is required to retain for legitimate professional or legal reasons, but Firm remains bound by Sections 6.1 and 6.2 for any Client Data it holds.
Data Protection and Privacy
7.1 Compliance
Each Party will comply with applicable data protection law (for example, Hong Kong's Personal Data (Privacy) Ordinance, the EU/UK GDPR, or other applicable regimes) with respect to personal data within Client Data. Client Data may include personal data about a Client's own customers, suppliers, and staff, and Firm will treat it accordingly.
7.2 Roles
As between the Parties, the Client determines the purposes for which its Client Data is processed. When Firm downloads and uses Client Data for its own professional engagement with the Client, Firm acts as an independent controller of that data and is responsible for its own compliance, including providing any notices and honoring any data-subject rights that apply to the data in its possession.
7.3 Security
InstantFlow will maintain reasonable administrative, technical, and physical safeguards for Client Data within the platform and Accountant Portal, consistent with the Privacy Policy. Firm will maintain at least reasonable, industry-appropriate safeguards for any Client Data in its possession outside the platform.
7.4 Personal data breach
If Firm becomes aware of any unauthorized access to or disclosure of Client Data in its possession, Firm will promptly take appropriate steps to address it and will notify the affected Client and InstantFlow without undue delay where the incident relates to data obtained through the Accountant Portal.
Firm Responsibilities and Restrictions
In addition to its other obligations, Firm will:
- Access only the workspaces of Clients that have invited it, and only for legitimate professional purposes;
- Keep its account credentials confidential and not share portal access with anyone outside its authorized personnel;
- Not use any robot, spider, scraper, or automated means to extract Client Data from the Accountant Portal beyond the download features InstantFlow provides;
- Not misrepresent its relationship with InstantFlow or with any Client, or imply InstantFlow endorses Firm;
- Not attempt to circumvent the Invitation mechanism or any access control in the Accountant Portal; and
- Comply with all laws and professional or regulatory standards applicable to its services and its handling of Client Data.
Notes and Firm Content
Firm is responsible for the Notes and any other content it submits through the Accountant Portal, including their accuracy and appropriateness. Firm grants InstantFlow a limited license to host, store, and display Notes to the relevant Client in order to operate the Program. Notes are shared with the Client to whose workspace they relate; Firm should not include, in Notes, information it is not authorized to share with that Client.
Intellectual Property
10.1 InstantFlow's IP
InstantFlow and its licensors own all right, title, and interest in the Service, the Accountant Portal, and the Program, including all software, design, and trademarks. Except for the limited access right in Section 3, no rights are granted to Firm.
10.2 Feedback
If Firm voluntarily provides feedback or suggestions about the Program or the Accountant Portal, InstantFlow may use it without restriction or compensation to Firm.
Confidentiality
Each Party will protect the other's non-public business information disclosed in connection with this Agreement with reasonable care, use it only to perform this Agreement, and not disclose it to third parties except to personnel or advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section.
These obligations do not apply to information that is public through no fault of the receiving Party, already known to it, independently developed, or required to be disclosed by law (with notice where legally permitted).
This Section survives termination for three years, except for trade secrets, which remain protected for as long as they qualify as such.
This Section is in addition to, and does not limit, Firm's obligations regarding Client Data under Sections 6 and 7.
Warranties and Disclaimers
12.1 Mutual authority
Each Party represents it has full authority to enter into this Agreement.
12.2 Firm representations
Firm represents that the registration information it provides is accurate, that it is qualified and, where required, licensed or registered to provide the services for which it accesses Client Data, and that it will comply with all applicable laws and professional standards.
12.3 Disclaimer
Except as expressly stated in this Agreement, the Program and Accountant Portal are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
InstantFlow does not verify the accuracy or completeness of Client Data and is not responsible for a Client's own data; Firm is responsible for exercising its own professional judgment.
Limitation of Liability
13.1 Exclusion of indirect damages
Neither Party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue, arising out of or related to this Agreement, even if advised of the possibility.
13.2 Liability cap
InstantFlow's total aggregate liability arising out of or related to this Agreement is limited to the total Fees Firm paid InstantFlow for Seats and Add-Ons in the 12 months before the event giving rise to the claim. Firm's liability arising out of its handling of Client Data, breach of Sections 6 or 7, or violation of law is not capped by this Section.
13.3 Carve-outs
The exclusions and cap in this Section do not apply to: breach of Section 11 (Confidentiality); a Party's indemnification obligations under Section 14; a Party's fraud or willful misconduct; Firm's breach of its obligations regarding Client Data under Sections 6 or 7; or either Party's infringement of the other's intellectual property rights.
Indemnification
14.1 By Firm
Firm will defend, indemnify, and hold InstantFlow harmless from third-party claims (including from Clients or data subjects) arising from: Firm's access to or handling of Client Data; Firm's breach of this Agreement; Firm's Notes or other content; Firm's violation of law or professional standards; or Firm's negligence or willful misconduct.
14.2 By InstantFlow
InstantFlow will defend, indemnify, and hold Firm harmless from third-party claims that the Accountant Portal, as provided and used in accordance with this Agreement, infringes a third party's intellectual property rights.
14.3 Procedure
The indemnified Party will give prompt written notice of any claim; the indemnifying Party will control the defense, and the indemnified Party may participate at its own expense. The indemnifying Party may not settle in a way that admits fault by the indemnified Party without its consent.
Term and Termination
15.1 Term
This Agreement begins on the Effective Date and continues until terminated.
15.2 Termination for convenience
Either Party may terminate this Agreement at any time, for any reason, on 30 days' notice given in accordance with Section 17.3. Firm may also stop participating in the Program at any time by ceasing to use the Accountant Portal; cancellation of individual paid Seats and Add-Ons is handled under Section 5.6.
15.3 Suspension or termination for cause
InstantFlow may suspend or terminate Firm's access immediately if Firm breaches Section 3 (portal access limits), Section 4 (invitations and consent), Section 6 or 7 (Client Data handling and data protection), or Section 8 (restrictions), or engages in fraud or any activity that poses a security or legal risk to InstantFlow, a Client, or Client Data. For other breaches, InstantFlow may terminate if Firm does not cure within 15 days of notice.
15.4 Effect of termination
Termination of this Agreement closes Firm's account. On termination, Firm's right to access the Accountant Portal and all Client workspaces ends, including any free Seat, and InstantFlow may delete Firm's account and any Notes or other Firm content held in the platform, in accordance with the Privacy Policy. Termination does not affect Client Data, which belongs to and remains with the respective Clients. Firm's obligations regarding Client Data already in its possession under Sections 6 and 7, and the Sections identified in Section 17.7, survive.
Governing Law and Dispute Resolution
16.1 Governing law
This Agreement is governed by the laws of Hong Kong, without regard to conflict-of-law principles.
16.2 Dispute resolution
Before starting formal proceedings, the Parties will attempt in good faith to resolve any dispute through negotiation for at least 30 days. Unresolved disputes will be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules then in force, seated in Hong Kong, before one arbitrator, conducted in English, except that either Party may seek urgent injunctive relief from a court of competent jurisdiction to protect its confidentiality, Client Data, or intellectual property rights, and either Party may bring an individual claim in small-claims court where it qualifies. Disputes must be brought individually, not as part of a class, collective, or representative action, to the maximum extent enforceable in the jurisdiction where the claim is brought; where local law limits this waiver, disputes proceed individually to the fullest extent that law allows.
General Provisions
17.1 Assignment
Firm may not assign this Agreement without InstantFlow's consent, not to be unreasonably withheld, except to a successor in a merger or acquisition upon written notice. InstantFlow may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its relevant assets.
17.2 Force majeure
Neither Party is liable for delay or failure to perform caused by events reasonably beyond its control.
17.3 Notices
Notices are sent by email — to Firm, at the email address on file for its account; to InstantFlow, via https://instantflow.io/en/contact-us or another channel InstantFlow designates — and are effective when sent, or on the next business day if sent outside business hours.
17.4 Amendment
InstantFlow may update this Agreement or the Program from time to time. For material changes, InstantFlow will give at least 30 days' notice by email or in-platform notice. Continuing to use the Accountant Portal after a change takes effect means Firm accepts it; if Firm does not agree, it may terminate under Section 15.2.
17.5 Severability
If a provision of this Agreement is found unenforceable, the rest remains in effect, and the unenforceable provision will be interpreted to achieve its intent as closely as possible.
17.6 Entire agreement
This Agreement, together with the Terms of Use and Privacy Policy it incorporates, is the entire agreement between the Parties regarding the Program and supersedes prior discussions on that subject.
17.7 Survival
Sections that by their nature should survive termination — including Firm's Handling of Client Data, Data Protection and Privacy, Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law — survive.
Contact Us
If you have any questions about this Agreement, you can contact us directly via our website at: https://instantflow.io/en/contact-us
Acceptance
By registering for the Accounting Firm Program and accessing the Accountant Portal, Firm acknowledges that it has read, understood, and agrees to be bound by this Agreement, the Terms of Use, and the Privacy Policy.