Effective 21-07-2026 · Version 1.0

General Terms and Conditions of Service

Provider: ERPflow OÜ, a private limited company incorporated under the laws of the Republic of Estonia (registry code: 17201984) (the "Provider", "we", "us", or "our").

Service: the ERPflow.ai software-as-a-service platform available at https://erpflow.ai and any related applications, APIs, integrations, documentation, and features (the "Service").

1. Scope, parties, and acceptance

1.1. These General Terms and Conditions (the "GTC") govern the relationship between the Provider and any person or entity that accesses or uses the Service (the "Customer" or "you"). Together with any order form, plan selection, or in-product acceptance, they form a binding contract (the "Agreement").

1.2. The Service is offered to legal persons and self-employed persons acting in the course of their trade, business, or profession (B2B customers). The Customer warrants that it is entering into the Agreement in the course of its trade, business, craft, or profession, and not as a consumer. Consumer-protection statutes and consumer-specific rights do not apply to the Agreement. Nothing in the Agreement is intended to create rights for consumers.

1.3. You accept these GTC by (a) creating an account, (b) starting a Free-tier or paid subscription, (c) clicking an "I accept" or equivalent control, or (d) using the Service in any way. If you do not accept these GTC, do not use the Service.

1.4. You represent that (i) you have full legal capacity to enter into this Agreement, (ii) if you act on behalf of a legal person, you are duly authorised to bind it, (iii) the information you supply is accurate and complete, and (iv) your use of the Service will comply with all laws applicable to you.

1.5. Electronic acceptance. The parties agree that this Agreement may be concluded electronically and that in-product acceptance, click-through, and account creation satisfy the requirement of a written form.

2. Definitions

2.1. In these GTC, the following capitalised terms have the following meanings; other capitalised terms are defined where they first appear:

(a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
(b) "Billed Period" has the meaning given in clause 6.2.
(c) "Customer Data" means all data, content, and information uploaded, entered, generated, or otherwise submitted by or on behalf of the Customer through the Service.
(d) "DPA" means the Provider's data-processing addendum referenced in Section 10.
(e) "Documentation" means the user guides, help articles, API references, and other operational documentation the Provider makes available at https://erpflow.ai or in-product.
(f) "Fees" means the subscription and other charges applicable to the Customer's tier and usage.
(g) "Free Tier" means the tier of the Service provided free of charge (Section 4).
(h) "GDPR" means Regulation (EU) 2016/679.
(i) "Order Form" means any online order, in-product plan selection, or signed order document referring to these GTC.
(j) "Third-Party Services" has the meaning given in Section 11.

3. The Service and tiers

3.1. The Service is a cloud-based enterprise-management application whose features may include, without limitation, customer and supplier records, quotations, invoicing, product and price catalogues, staff and role management, dashboards, reporting, and related functionality.

3.2. The Service is offered under service tiers (e.g. Free, Starter, Growth, Business, or similar), each of which includes a defined set of features, usage limits, and — for paid tiers — a monthly (or, if selected, annual) subscription fee. The current tier composition, features, usage limits, and pricing are published at https://www.erpflow.ai/pricing.

3.3. Allocation of features across tiers, tier composition, usage limits, and tier pricing are not guaranteed and may be changed by the Provider by email notification to the Customer's account email address (and, where practicable, by in-product notification). Any such change enters into force at the start of the Customer's next Billed Period following the date of the notification, unless the Provider grants a longer period in the notification itself. This right is exercised in accordance with the freedom-of-contract principle.

3.4. If a change under clause 3.3 is materially adverse to a paid Customer, the Customer may terminate the paid subscription with effect from the end of the then-current Billed Period by written notice given before the change takes effect; no pro-rata refund is due for the ongoing Billed Period (see clause 6.5).

3.5. Beta and preview features. The Provider may make features labelled "beta", "preview", "early access", "experimental", or similar (together, "Beta Features") available for evaluation. Beta Features are provided "as is" and without any warranty or SLA. The Provider may modify or withdraw Beta Features at any time, without notice and without liability. Beta Features are not intended for productive use, and Sections 13 and 14 apply with maximum effect to them.

4. Free tier

4.1. The Free Tier is provided as a trial and evaluation offering to let prospective customers assess the Service. The Provider gives no guarantee as to the continued existence, availability, feature composition, usage limits, support, or duration of the Free Tier, and may modify, restrict, suspend, or discontinue the Free Tier at any time, in whole or in part, at its sole discretion. Where feasible the Provider will give reasonable advance notice, but no mandatory minimum notice period applies to the Free Tier.

4.2. The Free Tier is provided free of charge. Because no consideration is paid, the Provider's liability in relation to the Free Tier is limited to intent and gross negligence to the maximum extent permitted by law.

4.3. The Free Tier is not intended for productive, mission-critical, high-volume commercial use, or use as a system of record. If the Customer requires such use, the Customer must subscribe to a suitable paid tier.

5. Account, credentials, and acceptable use

5.1. Access to the Service requires an account. The Customer is responsible for

(a) the accuracy and completeness of registration data,
(b) the confidentiality of login credentials,
(c) prompt deactivation of user accounts of persons no longer authorised to access the Service on the Customer's behalf, and
(d) all activity that occurs under the account, whether or not authorised by the Customer.

5.2. The Customer must not, and must not permit any user, agent, or third party to:

(a) use the Service in violation of applicable law, third-party rights, or these GTC;
(b) upload, store, or transmit content that is unlawful, infringing, defamatory, obscene, harmful, or that contains malware or other harmful code;
(c) probe, scan, test the vulnerability of, reverse-engineer, decompile, or disassemble the Service;
(d) circumvent or attempt to circumvent tier limits, access controls, billing, rate limits, or authentication mechanisms;
(e) resell, sublicense, white-label, or make the Service available to third parties as a standalone offering, except as expressly agreed in writing;
(f) use the Service to build a competing product or copy features, functions, user interface elements, or datasets;
(g) engage in activity that imposes disproportionate load on the infrastructure, including scraping, scripted mass-operations outside documented APIs, or denial-of-service actions;
(h) use the Service to process personal data in violation of the GDPR or other applicable data-protection laws; or
(i) use the Service to send unsolicited commercial communications (spam), engage in fraud, launder money, evade sanctions, or facilitate any other unlawful activity.

5.3. The Provider maintains an Acceptable Use Policy (as it may be updated in accordance with Section 17) which supplements this Section 5. In case of conflict, the more restrictive provision prevails.

5.4. The Provider may issue technical or organisational instructions necessary for the safe operation of the Service, and the Customer must reasonably follow them.

6. Fees, billing, taxes, and refunds

6.1. Fees. Fees for paid tiers are set out on https://www.erpflow.ai/pricing as in force from time to time. Fees are exclusive of value-added tax and any other applicable duties, which are payable by the Customer in addition where required by law. For Customers with a valid EU VAT identification number outside Estonia, the reverse-charge mechanism may apply under Council Directive 2006/112/EC.

6.2. Billing cadence. Fees are billed in advance on a monthly (or, if selected, annual) recurring basis for the applicable billing period (the "Billed Period"). The Customer authorises the Provider (or its payment processor) to charge the payment method on file at the start of each Billed Period.

6.3. Auto-renewal. Subscriptions renew automatically for successive Billed Periods on the same tier and cadence unless cancelled by the Customer in-product before the next renewal date. Cancellation instructions are made prominently available in-product.

6.4. Fees non-refundable. Fees for paid tiers are non-refundable. No pro-rata refund is granted for unused portions of a Billed Period, including in the event of downgrade, cancellation, termination for the Customer's convenience, or loss of interest in the Service.

6.5. Access until end of Billed Period. Access continues until the end of the Billed Period for which fees have been paid. Upon cancellation or downgrade, the Customer will retain access to the paid features for the remainder of the current Billed Period and will not be charged for subsequent periods; at the end of that period the account will move to the Free Tier or, at the Provider's option, be suspended.

6.6. Billing disputes. Where the Customer disputes an invoice in good faith, the dispute must be notified in writing (email suffices) to info@erpflow.ai within seven (7) days of the invoice date; failing timely dispute, the invoice is deemed accepted, without prejudice to mandatory statutory rights.

6.7. Late payment. Where payment is rendered by the Customer based on an individual invoice (e.g. custom development), overdue amounts bear default interest at a rate of 0,5% per day.

6.8. Price changes. The Provider may change the Fees of a Customer's current tier by email notification in accordance with clause 3.3. Any changed Fee applies from the beginning of the next Billed Period following the notification, unless the Provider grants a longer period in the notification itself. If the Customer does not accept the new Fee, the Customer may cancel with effect from the end of the then-current Billed Period; clause 6.4 continues to apply for that period.

6.9. Withholding. The Customer must pay all Fees in full without any deduction or set-off, except as required by mandatory law. Where withholding tax is required, the Customer will provide the Provider with reasonable assistance and appropriate certificates to recover or minimise such withholding.

7. Provision of the Service — "as is"; no warranties

7.1. The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, the Provider disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, uninterrupted or error-free operation, and continuous availability.

7.2. The Provider does not warrant that:

(a) the Service will meet the Customer's specific requirements or expectations;
(b) the Service will be available at any particular time, uninterrupted, timely, secure, or error-free;
(c) any defects will be corrected within a specific timeframe;
(d) the Service is suitable for use as a system of record for tax, accounting, statutory reporting, e-invoicing, payroll, or other regulated purposes without the Customer's own review, validation, and adaptation to its jurisdiction;
(e) the Service will be compatible with any specific third-party software, hardware, e-invoicing operator, tax portal, or public authority system.

7.3. No professional advice. Any templates, calculations, suggested classifications, tax rates, or content generated by the Service (including any AI-assisted or machine-learning features) are provided for convenience only and do not constitute legal, tax, accounting, or other professional advice. The Customer remains solely responsible for verifying and validating all outputs before relying on them for any regulatory, tax, or business purpose.

7.4. Nothing in this Section 7 excludes or limits any warranty, remedy, or right that cannot be excluded or limited under mandatory Estonian law.

8. Availability, maintenance, and support

8.1. The Provider will use reasonable commercial efforts to keep the Service available, but does not commit to any specific uptime unless a service-level agreement is expressly signed in writing between the parties.

8.2. The Provider may perform planned or emergency maintenance and may temporarily suspend all or part of the Service to protect its security, integrity, or performance. Where reasonably possible, the Provider will announce planned maintenance in advance.

8.3. Support is provided at the level indicated for the Customer's tier. No support commitments apply to the Free Tier (clause 4.1). Support is provided in English or Estonian at the Provider's discretion, during the Provider's standard business hours.

8.4. Business days and time computation. References to "business days" mean Monday to Friday, excluding public holidays in the Republic of Estonia.

9. Customer obligations and cooperation

9.1. The Customer will (a) provide accurate, current, and complete information necessary for the Service and for invoicing, (b) obtain and maintain all consents, notices, and lawful bases required for the processing of Customer Data (including personal data of employees, customers, and suppliers) through the Service, (c) maintain the security of its systems and credentials, and (d) cooperate reasonably with the Provider in the operation, security, and troubleshooting of the Service.

9.2. Records and retention. The Customer is solely responsible for compliance with statutory record-keeping obligations, and for retaining accounting and tax records for the applicable statutory retention periods. The Customer should regularly export and independently retain such records outside the Service.

9.3. Data accuracy. The Provider is not responsible for the accuracy of Customer Data or for any decision, filing, invoice, statement, or communication produced on the basis of Customer Data.

10. Data, confidentiality, and personal data

10.1. Customer Data. Customer Data remains the property of the Customer or its licensors. The Customer grants the Provider a limited, non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, back up, and display Customer Data solely as needed to provide, secure, monitor, and improve the Service and to comply with law.

10.2. Confidentiality. Each party will treat non-public information disclosed by the other as confidential and use it only for the purposes of the Agreement, with a standard of care no less than that used for its own confidential information and in any event no less than reasonable care. Confidentiality obligations survive termination for a period of five (5) years, and indefinitely in respect of trade secrets and personal data.

10.3. Personal data (GDPR). Where the Provider processes personal data on behalf of the Customer within the meaning of Article 4(8) GDPR, the parties will be bound by the Provider's data-processing addendum ("DPA"), which is available at https://erpflow.ai/legal and, upon acceptance, forms part of this Agreement. Each party will comply with the GDPR and other applicable data-protection laws to the extent applicable to it. The DPA governs sub-processors, international data transfers, security measures, data-subject requests, and the assistance obligations of the Provider as processor.

10.4. Security incidents. The Provider will notify the Customer of confirmed personal-data breaches affecting the Customer's data without undue delay and in any event within the timeframes required by Article 33 GDPR. The Customer will notify the Provider of any suspected security incident affecting the Customer's use of the Service without undue delay.

10.5. Aggregated and de-identified data. The Provider may use aggregated, statistical, and de-identified data derived from operation of the Service for benchmarking, security, product improvement, and analytics, provided such data does not identify the Customer or any individual and does not include Customer Data in a form attributable to the Customer.

10.6. Telemetry. The Provider may collect service telemetry (including logs, error reports, and usage metrics) for the purposes of operating and securing the Service. Telemetry that contains personal data is subject to the Provider's privacy notice at https://erpflow.ai/legal.

11. Third-party services and integrations

11.1. The Service may interoperate with or offer optional integrations to third-party products, platforms, payment processors, accounting software, e-invoicing operators, tax portals, or other services (together, "Third-Party Services"). Third-Party Services are provided by their respective providers under their own terms and privacy notices, and are not part of the Service.

11.2. The Provider is not responsible for Third-Party Services, their availability, accuracy, security, compliance with law, or the way they process Customer Data once transmitted to them at the Customer's instruction.

11.3. The Customer is responsible for reviewing and accepting the terms of any Third-Party Service it enables and for ensuring that the transmission of Customer Data to such Third-Party Service is lawful.

11.4. Estonian e-invoicing. Where the Customer uses the Service in connection with Estonian mandatory e-invoicing (Directive 2014/55/EU and the Estonian Accounting Act as amended), the Customer remains solely responsible for compliance, including the choice of e-invoicing operator and the accuracy and timeliness of submissions.

12. Suspension

12.1. The Provider may suspend the Customer's access to all or part of the Service, in whole or in part, immediately and, where reasonable, without prior notice, if the Provider reasonably believes that:

(a) the Customer is in material breach of these GTC (including the acceptable-use provisions in clause 5.2);
(b) continued provision would create a legal, security, integrity, or reputational risk for the Provider, the Service, or third parties;
(c) suspension is required by law, regulation, court order, or a competent authority (including sanctions authorities);
(d) Fees are overdue and have not been paid within a reasonable cure period after reminder; or
(e) the Customer's use of the Service imposes a disproportionate load on infrastructure or otherwise threatens stability.

12.2. Suspension does not relieve the Customer from any obligation, including the obligation to pay Fees for the applicable Billed Period. The Provider will lift the suspension where the underlying cause is remedied to the Provider's reasonable satisfaction.

12.3. Repeated or uncured causes of suspension may lead to termination for cause under Section 13.

13. Term and termination

13.1. The Agreement takes effect when accepted (clause 1.3) and continues until terminated as set out below.

13.2. Termination for convenience. The Customer may cancel a paid subscription at any time in-product; cancellation takes effect at the end of the then-current Billed Period. Fees paid for the current Billed Period remain non-refundable (clause 6.4). The Provider may terminate a Free-Tier account or paid subscription for convenience on thirty (30) days' notice.

13.3. Termination for cause. Either party may terminate the Agreement with immediate effect if the other party

(a) commits a material breach that is not cured within fifteen (15) days of written notice,
(b) becomes insolvent, is subject to bankruptcy or reorganisation proceedings, or ceases to carry on business, or
(c) is placed on any applicable sanctions list.

13.4. Effects of termination. Upon termination, (i) the Customer's licence to access the Service ends, (ii) the Provider may delete Customer Data after the export period in clause 13.5, and (iii) provisions that by their nature should survive (including Sections 6.4, 10, 14, 15, 16, 17, and 19) will survive.

13.5. Data export. For thirty (30) days after termination of a paid subscription, the Provider will, upon written request, allow the Customer to export its Customer Data using the export functionality made available in-product. Thereafter, Customer Data may be deleted without further notice, subject to backups retained in accordance with the Provider's data-retention policy and legal-hold requirements.

13.6. Post-termination assistance. Any assistance beyond standard export functionality (e.g. bespoke migration support) may be provided at the Provider's then-current professional-services rates and subject to a separate written agreement.

14. Liability

14.1. To the maximum extent permitted by applicable law, the Provider's aggregate liability under or in connection with the Agreement (whether in contract, tort, statute, or otherwise) is limited to the Fees actually paid by the Customer to the Provider for the Service in respect of the Billed Period during which the event giving rise to the liability occurred, or, for Free-Tier users and for any period in which no Fees were paid, to EUR 100. This limitation applies to the maximum extent not prohibited by applicable law; where mandatory law prescribes a higher minimum, that higher minimum applies but only to the extent so prescribed.

14.2. To the maximum extent permitted by applicable law, the Provider is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, data (except to the extent caused by the Provider's failure to comply with the DPA), regulatory fines or penalties incurred by the Customer, or reputational damage, whether foreseeable or not.

14.3. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for (a) intent and gross negligence, (b) personal injury or death caused by the Provider's fault, (c) breach of the Provider's obligations under the GDPR as controller.

14.4. The Provider is not responsible for outages, defects, or losses attributable to (a) Third-Party Services or third-party infrastructure, networks, or services outside the Provider's reasonable control, (b) the Customer's own hardware, software, connectivity, integrations, or configurations, (c) unauthorised access resulting from the Customer's failure to secure credentials, (d) the Customer's failure to follow the Provider's technical or organisational instructions, or (e) force-majeure events (Section 15).

14.5. Time bar. Any claim by the Customer under or in connection with the Agreement must be brought within 30 days from the date on which the entitled party learned or should have learned of the claim.

15. Force majeure

15.1. Neither party is liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, epidemics or pandemics, governmental measures, sanctions, embargoes, failure of public utilities, generalised internet outages, or denial-of-service attacks. The affected party must promptly notify the other and use reasonable efforts to mitigate the effects.

15.2. If a force-majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected part of the Agreement on written notice, without liability.

16. Compliance, sanctions, and anti-corruption

16.1. Sanctions and export controls. Each party will comply with all applicable sanctions, export-control, and anti-money-laundering laws, including those of the European Union, the Republic of Estonia, the United States, and the United Kingdom. The Customer represents that it, its beneficial owners, and its authorised users are not subject to any such sanctions and undertakes to notify the Provider immediately if this ceases to be the case. The Provider may terminate or suspend the Service if continued provision would breach applicable sanctions or export-control laws.

16.2. Anti-corruption. Each party will comply with all applicable anti-bribery and anti-corruption laws, and will not offer, promise, or provide any undue advantage in connection with the Agreement.

16.3. AML. The Provider is not a financial institution and does not perform financial transactions on the Customer's behalf. Where the Customer uses the Service to record payments, invoices, or customer data, the Customer remains solely responsible for its own obligations under the Money Laundering and Terrorist Financing Prevention regulations.

17. Changes to these GTC

17.1. The Provider may amend these GTC by email notification sent to the Customer's account email address (and, where practicable, by in-product notification). The amended GTC enter into force at the start of the Customer's next Billed Period following the date of the notification, unless the Provider grants a longer period in the notification itself. Where the Customer is on a monthly cycle, this means the amended GTC apply from the beginning of the next monthly Billed Period after the email is sent.

17.2. If the amendment is materially adverse to the Customer, the Customer may terminate the Agreement in accordance with clause 13.2 with effect from, at the latest, the end of the then-current Billed Period; continued use of the Service after the effective date of the amendment constitutes acceptance.

17.3. Amendments required by law, regulation, or a competent authority, and amendments that are neutral or favourable to the Customer, may take effect on shorter notice or immediately without notice.

17.4. Acceptable Use Policy. The Provider may update the Acceptable Use Policy referenced in clause 5.3 from time to time on reasonable notice. Non-material clarifications and additions consistent with the existing policy may take effect on publication.

18. Governing law, venue, and language

18.1. Governing law. The Agreement is governed by the substantive laws of the Republic of Estonia, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

18.2. Venue. Any dispute, claim, or controversy arising out of or in connection with the Agreement or its subject matter shall be subject to the exclusive jurisdiction of Harju Maakohus (Harju County Court), Republic of Estonia.

18.3. Language. These GTC are made available in English. Any translation (including machine translations) is provided for convenience only; in case of discrepancy, the English text prevails.

19. Miscellaneous

19.1. Entire agreement. These GTC, together with any Order Form, the DPA, the Acceptable Use Policy, the privacy notice, and any other policies referenced herein, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications on their subject matter.

19.2. Order of precedence. In case of conflict, the following order of precedence applies (highest first): (a) a mutually signed written master agreement or Order Form that expressly overrides these GTC, (b) the DPA, (c) these GTC, (d) the Acceptable Use Policy and other referenced policies, (e) in-product notices.

19.3. Severability. If any provision of these GTC is held invalid or unenforceable, the remaining provisions remain in full force; the parties will replace the invalid provision with a valid one that comes closest to the original economic and legal intent.

19.4. No waiver. Failure or delay in enforcing any provision is not a waiver of that or any other provision.

19.5. Assignment. The Customer may not assign the Agreement, in whole or in part, without the Provider's prior written consent. The Provider may assign the Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets, on notice to the Customer.

19.6. Notices. Notices to the Customer are sent to the account email address; notices to the Provider are sent to info@erpflow.ai and, for formal legal service, to the registered office set out at the top of these GTC. Notices are deemed received (a) when sent by email, on the business day of transmission if sent before 17:00 EET/EEST, otherwise on the next business day, and (b) when sent by registered mail, on delivery.

19.7. Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, joint venture, or employment relationship.

19.8. Third parties. The Agreement does not create any rights for third parties, except as expressly stated (e.g. Affiliates of the Provider for the purpose of assignment or confidentiality).

19.9. Publicity. Unless the Customer opts out in writing, the Provider may identify the Customer as a user of the Service by name and logo on the Provider's website and marketing materials in a factual, non-endorsement manner. Any more extensive publicity requires the Customer's prior written consent.

19.10. Headings. Headings are for convenience only and do not affect interpretation.

19.11. Cumulative remedies. Except as expressly provided, remedies are cumulative and not exclusive of any other remedy available at law or in equity.

Contact

info@erpflow.ai