Definitions
Capitalized terms have the meanings below, in the Terms of Use, or where first defined elsewhere in this Agreement.
- Customer Data. Any data, files, or content Customer or its authorized users submit to, or generate within, the Service, including the operational directories, quotes, invoices, and expense records described in the Terms of Use.
- Fees. The subscription fees payable for Customer's selected plan, as shown at checkout or in an applicable order form.
- Order. The plan, billing cycle, and price Customer selects at sign-up or renewal, whether through the InstantFlow website or a separately signed order form.
- Subscription Term. The period for which Customer's subscription is active, as described in Section 5.
- Users. Individuals Customer authorizes to access its workspace under its subscription, such as employees or contractors.
The Service
3.1 Access
Subject to this Agreement and payment of applicable Fees, InstantFlow grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, for Customer's internal business operations and for the number of Users included in Customer's plan.
3.2 Changes to the Service
InstantFlow may add, change, or discontinue features of the Service from time to time. InstantFlow will give reasonable notice before discontinuing a feature that is material to Customer's use of a paid plan.
Fees and Billing
4.1 Fees
Customer will pay the Fees shown for its Order at checkout, in the currency it selects. Customer chooses a monthly or annual billing cycle at signup, and Fees are billed in advance for that cycle.
4.2 Payment method
Customer authorizes InstantFlow (or InstantFlow's payment processor) to charge its payment method on file for all Fees when due. Customer is responsible for keeping its payment details current.
4.3 Auto-renewal
Subscriptions renew automatically at the end of each billing cycle (monthly or annual, matching Customer's selection) for a further cycle of the same length, at InstantFlow's then-current Fees, unless Customer cancels before the renewal date under Section 5.2. For annual plans, InstantFlow will send a renewal reminder, by email or in-platform notice, at least 30 days before the renewal date, showing the upcoming renewal date and Fee. For monthly plans, InstantFlow will send Customer an annual reminder describing the subscription and how to cancel, consistent with applicable law.
4.4 Price changes
InstantFlow may change its Fees for future billing cycles on at least 30 days' notice by email or in-platform notice. A price change takes effect at Customer's next renewal after the notice period.
4.5 Late or failed payment
If a payment fails, InstantFlow may retry it, suspend Customer's access to the Service after reasonable notice, and charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law.
4.6 Taxes
Fees are exclusive of applicable taxes (such as VAT, GST, or sales tax) unless stated otherwise. Customer is responsible for all such taxes other than taxes on InstantFlow's net income.
Term, Cancellation, and Refunds
5.1 Subscription Term
Customer's Subscription Term begins on the Effective Date and continues for the billing cycle selected, renewing automatically under Section 4.3 unless cancelled.
5.2 Cancellation
Customer may cancel auto-renewal at any time through account settings or by contacting support. Cancellation takes effect at the end of the current billing cycle; Customer retains access until then, and no further Fees are charged after that date.
5.3 Refunds
Fees already paid for the current billing cycle are non-refundable, including for partial periods, except where required by applicable law.
Suspension and Termination
6.1 Termination for convenience
Customer may terminate this Agreement at any time by cancelling its subscription under Section 5.2. InstantFlow may terminate this Agreement for convenience on 30 days' notice.
6.2 Termination or suspension for cause
InstantFlow may suspend or terminate Customer's access immediately if Customer materially breaches this Agreement or the Terms of Use (including its Content standards) and does not cure the breach within 15 days of notice, except that InstantFlow may suspend immediately without a cure period for non-payment (subject to Section 4.5) or for a breach that poses a security or legal risk.
6.3 Effect of termination
On termination, Customer's right to access the Service ends. InstantFlow will make Customer Data available for export for 30 days following termination, after which InstantFlow may delete it in accordance with the Privacy Policy's retention terms. Fees paid before termination are non-refundable except as stated in Section 5.3 or required by law.
Support and Availability
InstantFlow will use commercially reasonable efforts to make the Service available and to provide support during business hours. This Agreement does not include a formal uptime percentage, response-time commitment, or service credits.
Customer Data
8.1 Ownership
As between the Parties, Customer owns all Customer Data. This Agreement does not give InstantFlow any ownership interest in Customer Data.
8.2 License to InstantFlow
Customer grants InstantFlow a limited, non-exclusive, worldwide license to host, store, reproduce, transmit, and display Customer Data solely to provide, maintain, and support the Service, and as otherwise described in the Privacy Policy. This license ends when the relevant Customer Data is deleted or this Agreement terminates, except to the extent needed for backups, legal compliance, or as described in the Privacy Policy. InstantFlow will not sell Customer Data or use it to train products for the benefit of parties outside Customer's own workspace.
8.3 Export
Customer may export its Customer Data from the Service at any time during the Subscription Term, and for 30 days after termination as described in Section 6.3.
8.4 Security
InstantFlow will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, consistent with the Privacy Policy.
8.5 Roles of the Parties
To the extent Customer Data includes personal data protected by applicable data protection law, Customer is the controller (or equivalent) and InstantFlow is the processor (or equivalent) acting on Customer's behalf. InstantFlow will process such personal data only to provide and support the Service, in accordance with this Agreement, the Privacy Policy, and Customer's reasonable documented instructions, except where applicable law requires otherwise.
8.6 InstantFlow's processing commitments
InstantFlow will: (a) require its personnel who access Customer Data to be bound by confidentiality obligations; (b) maintain appropriate technical and organizational security measures as described in Section 8.4 and the Privacy Policy; (c) assist Customer, taking into account the nature of the processing and information available to InstantFlow, with Customer's obligations to respond to data-subject requests and to keep personal data secure; and (d) not sell Customer Data or use it to train products for the benefit of parties outside Customer's own workspace.
8.7 Sub-processors
Customer authorizes InstantFlow to engage third-party sub-processors (such as the cloud hosting, analytics, communication, and payment providers described in the Privacy Policy) to process Customer Data in connection with the Service. InstantFlow will impose data protection obligations on its sub-processors that are materially consistent with those in this Section, and remains responsible for its sub-processors' performance of those obligations.
8.8 International transfers
Customer Data may be processed in countries other than Customer's own. Where personal data is transferred out of a region with data-transfer restrictions (such as the EEA or the UK), InstantFlow will rely on an appropriate transfer mechanism recognized under applicable law, as described in the Privacy Policy.
8.9 Personal data breach and deletion
InstantFlow will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide information reasonably available to it to help Customer meet its own notification obligations. On termination, InstantFlow will make Customer Data available for export as described in Sections 6.3 and 8.3, and will then delete or anonymize it in accordance with the Privacy Policy's retention terms, except where applicable law requires longer retention.
8.10 Enterprise data processing agreement
This Section sets out the Parties' data processing terms for the standard Service. If Customer requires a separately negotiated or signed data processing agreement (for example, with additional annexes or standard contractual clauses), Customer may request one from InstantFlow, and any such agreement the Parties sign will control over this Section to the extent of any conflict.
Intellectual Property
9.1 InstantFlow's IP
InstantFlow and its licensors own all right, title, and interest in the Service, including its software, design, and trademarks. Except for the limited access right in Section 3.1, no rights are granted to Customer.
9.2 Restrictions
Customer will not reverse engineer, decompile, resell, sublicense, or provide access to the Service to anyone outside its own organization, except as its plan expressly permits.
9.3 Feedback
If Customer voluntarily provides feedback about the Service, InstantFlow may use it without restriction or compensation to Customer.
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.
Warranties and Disclaimers
11.1 Mutual authority
Each Party represents it has full authority to enter into this Agreement.
11.2 Disclaimer
Except as expressly stated in this Agreement, the Service is provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, consistent with the disclaimer in the Terms of Use.
Limitation of Liability
12.1 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.
12.2 Liability cap
Each Party's total aggregate liability arising out of or related to this Agreement is limited to the Fees Customer paid in the 12 months before the event giving rise to the claim.
12.3 Carve-outs
The exclusions and cap in this Section do not apply to: breach of Section 10 (Confidentiality); either Party's indemnification obligations under Section 13; a Party's fraud or willful misconduct; or either Party's infringement of the other's intellectual property rights.
Indemnification
13.1 By Customer
Customer will defend, indemnify, and hold InstantFlow harmless from third-party claims arising from Customer Data, Customer's breach of this Agreement or the Terms of Use, or Customer's violation of law.
13.2 By InstantFlow
InstantFlow will defend, indemnify, and hold Customer harmless from third-party claims that the Service, as provided and used in accordance with this Agreement, infringes a third party's intellectual property rights.
13.3 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.
Compliance
Each Party will comply with laws applicable to its performance of this Agreement, including applicable data protection, export control, and anti-corruption laws. Customer will not use the Service in violation of applicable law or the content standards in the Terms of Use.
Governing Law and Dispute Resolution
15.1 Governing law
This Agreement is governed by the laws of Hong Kong, without regard to conflict-of-law principles.
15.2 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 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
16.1 Assignment
Customer 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.
16.2 Force majeure
Neither Party is liable for delay or failure to perform caused by events reasonably beyond its control.
16.3 Notices
Notices are sent by email — to Customer, 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.
16.4 Amendment
InstantFlow may update this Agreement 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 Service after a change takes effect means Customer accepts it; if Customer does not agree, it may cancel under Section 5.2.
16.5 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.
16.6 Entire agreement
This Agreement, together with the Terms of Use and Privacy Policy it incorporates, is the entire agreement between the Parties regarding Customer's paid subscription and supersedes prior discussions on that subject.
16.7 Survival
Sections that by their nature should survive termination — including 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 creating an account and subscribing to a paid plan, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement, the Terms of Use, and the Privacy Policy.