Terms of service

Last updated August 6, 2024

1. Overview and Objectives

Saxea specializes in delivering IT solutions accessible remotely through the Internet using a Software as a Service (SaaS) model. Specifically, Saxea provides the IT solution named “Flowie” (hereafter referred to as the “Software”) along with associated services.

These General Terms and Conditions (hereinafter referred to as the “GTC”) govern any offer, sale, or order of the Services between Saxea and any professional user located either in Australia or internationally (hereinafter referred to as the “Client”) via the website https://flowie.app/ (hereinafter referred to as the “Site”).

These GTC supersede and replace all previous terms and conditions. Saxea retains the right to amend the GTC at any time, with such changes becoming effective upon their publication online. All contracts and orders placed with Saxea are subject to these GTC, which may be supplemented by specific conditions in accordance with applicable regulations. By subscribing to services or engaging Saxea services, the Client fully and unconditionally accepts these GTC.

No general purchase terms or special conditions will override these GTC unless formally and in writing accepted by Saxea.

Documents such as commercial brochures, catalogs, advertisements, and price lists that are not explicitly referenced in the special conditions are considered purely indicative and non-binding, and thus do not form part of the contract.

2. Key Definitions

  • Agreement: Encompasses these GTC, the quotation, the order form, and any additional special conditions mutually agreed upon by the Parties.

  • User Documentation: Detailed descriptions of the Software’s features and user instructions, available electronically in English at https://flowie.app.

  • Client Data: All information and data provided by the Client, including Personal Data, that is entered, uploaded, processed, modified, or generated through the Software. This data is confidential and remains the Client’s property.

  • Personal Data: Information that, under Data Protection Laws, can directly or indirectly identify an individual.

  • Bitbucket: A platform for hosting and managing software development projects (https://bitbucket.org/).

  • Security Breach: Any compromise of the Software’s security, including unauthorized access, data loss, or violation of data confidentiality, integrity, or availability.

  • Software: All programs and solutions provided to the Client via SaaS, particularly the “Flowie” solution designed to automate Bitbucket pull requests, including all future updates and enhancements.

  • Hosting Environment: The complete hardware, software, operating systems, databases, and other infrastructure provided by Saxea for the operation of the Software.

  • Services: All services Saxea commits to deliver under the Agreement, including but not limited to: (i) providing the Software in SaaS mode via the Hosting Environment as detailed on the Site, (ii) hosting the Software, (iii) managing and supporting hosting servers, (iv) offering maintenance and support for the Software, and (v) addressing Security Breaches. Additional services tailored to the Client’s needs will require a separate agreement.

  • Authorized User: Any individual granted permission by the Client to access and use the Software and Services in accordance with the Agreement.

3. Contract Duration and Renewal

Unless otherwise specified in the Agreement, the contract is established for a duration of one (1) year from the date the Software becomes accessible to the Client. The Agreement automatically renews for successive twelve (12) month periods on each anniversary unless either party terminates it by sending a registered letter or an email with acknowledgment of receipt at least thirty (30) days before the current term ends.

4. Access Requirements

4.1. Internet Connectivity

Access to the Software requires an active Internet connection at the address provided to the Client. The Client is solely responsible for their Internet connection and any related costs. Saxea is not liable for any inability to access the Services due to circumstances beyond its control.

4.2. Bitbucket Account

Utilizing the Software and Saxea’s Services necessitates that the Client possesses a Bitbucket account (https://bitbucket.org/) and authorizes Saxea to connect to Bitbucket on their behalf. All associated conditions and costs for maintaining the Bitbucket account are the Client’s responsibility. The Client is accountable for their use and that of their Users on the Bitbucket platform.

4.3. License Grant

Saxea grants the Client a non-exclusive, temporary, non-transferable, and non-sublicensable license to access and use the Software and its Documentation through Authorized Users for the duration of the Agreement. Access to the Hosting Environment and Software is facilitated through the Client’s Bitbucket account.

4.4. User Limits

Access to the Services is limited to the number of simultaneous Users specified in the subscription details. Additional Users will incur extra charges billed to the Client. The Client is responsible for ensuring proper use of the Software and safeguarding User credentials.

4.5. Third-Party Access

The Client may permit a third party to access the Software under the same conditions for purposes such as outsourcing projects or other mutually agreed reasons. The Client must ensure that any third party complies with all of Saxea’s rights concerning the Software.

4.6. Third-Party Software Licensing

It is the Client’s duty to secure necessary licenses for any third-party software used in conjunction with the Services, including Bitbucket. Saxea is not a party to these third-party agreements and does not act as a distributor for such software. Saxea is not responsible for any Client failures to comply with obligations towards third parties holding intellectual property rights. The Client must indemnify and hold Saxea harmless against any liabilities arising from the improper use of third-party software due to the Client’s actions.

5. Service Provision Terms

5.1. Service Delivery

Services are provided within the Hosting Environment utilizing Saxea’s resources, contingent upon the Client fulfilling their obligations. Saxea reserves the right to terminate or suspend a User’s account without incurring liability under the Agreement.

5.2. Service Modifications

Saxea may alter the Software and/or Services or change the delivery method if such changes do not adversely affect the Client or if they enhance the Services.

5.3. Technical Requirements

The Client acknowledges receipt of all technical requirements necessary for optimal Service performance as communicated by Saxea. These requirements may evolve for technical reasons, and the Client will be notified in advance of any changes during the Agreement.

5.4. Service Availability

Services are available to the Client 24/7, excluding scheduled maintenance or interruptions due to security reasons.

6. Software Usage Guidelines

6.1. Suitability and Competence

The Client is responsible for ensuring that the Software meets their needs based on the provided Documentation and that they possess the necessary skills to access and use the Services and Software.

6.2. Compliance with Instructions

The Software must be used according to the Agreement, including all usage, safety, and operational instructions in the Documentation. It should be used solely for the Client’s purposes within the agreed User limits. Flowie generates software contributions to the Client’s repositories as part of the Services, which remain the Client’s property.

6.3. Transfer of Access Rights

The Client may not transfer access rights to the Services without Saxea’s prior written consent.

6.4. Reporting Security Issues

The Client must promptly notify Saxea of any Security Breach, especially those involving the unauthorized disclosure or misuse of credentials, allowing Saxea to address the issue swiftly.

7. Saxea’s Responsibilities

7.1. Service Continuity and Quality

Saxea commits to using all reasonable means to ensure the Services’ availability, continuity, and quality. This is an obligation of effort. The Client agrees to cooperate and provide necessary information to assist Saxea in fulfilling its duties.

7.2. Incident Management

In the event of a network incident, Saxea will endeavor to restore Service access as quickly as possible using all available resources.

7.3. Scheduled Interruptions

For technical reasons, Saxea may temporarily suspend Services with a thirty (30) day notice. Such interruptions will not exceed ninety (90) minutes monthly, aiming for 99.8% uptime.

Routine maintenance, such as backups and software updates, typically does not require Service suspension.

7.4. Availability Commitment

Excluding planned maintenance, Saxea strives to maintain 99.8% uptime each calendar month. Service is considered “available” as long as Users can log in and access data. If availability falls below 99.8% for two consecutive months, the Client may terminate the Service by notifying Saxea in writing during the following month.

7.5. Security Assurance

Saxea ensures the protection of the entire Hosting Environment, processing activities, data transmissions, and backups in accordance with the prevailing physical and logical security standards as of the quotation signing date. These security standards are available online on our Privacy and security policy.

8. Pricing and Fees

8.1. Initial Fees

The initial access fee for the Services, payable by the Client, is determined based on the number of Users and selected options as outlined in the pricing and subscription details.

8.2. Pricing Information

Current pricing details are available on the website at https://flowie.app/pricing.

8.3. Price Adjustments

Fees may fluctuate in response to economic changes. Saxea will notify the Client of any fee adjustments by email two (2) months prior to their implementation.

9. Payment Terms

9.1. Payment Methods

Prices are quoted in US dollars (USD). Payments, unless otherwise agreed, must be made in USD via bank transfer or through the secure Stripe payment service at no additional cost to Saxea, directly to Saxea’s designated bank account.

To ensure transaction security, Saxea employs an TLS (Transport Layer Security) system for online payments, ensuring data confidentiality and protection. The Stripe system verifies credit card access rights and encrypts all data exchanges. Clients must use TLS-compatible browsers to utilize this secure payment method.

9.2. Tax and Additional Charges

All fees and amounts due under this Agreement exclude VAT, customs duties, withholding taxes, and any applicable taxes, which are the Client’s responsibility. Saxea is not obligated to inform the Client about taxes or duties applicable in the Client’s country of use. Clients should consult relevant authorities for this information. Unless otherwise agreed, invoices are issued monthly in advance and payable within 30 days.

Clients must pay the full invoiced amount, including all listed taxes, without offsetting against any amounts owed to Saxea.

Late Payments

If the Client fails to pay all due amounts by the deadline, Saxea may suspend access to the Services and terminate the Agreement immediately without notice or legal proceedings, while retaining the right to recover owed amounts and seek damages.

Services will resume once the payment issue is resolved, without extending the current contract term.

10. Support, Maintenance, and Technical Assistance

10.1. Support Contact

Assistance is available via email at support@flowie.app.

10.2. Maintenance Services

Throughout the Agreement, the Client is entitled to receive and install corrective and technological updates to the Hosting Environment. Specific maintenance services require a separate agreement.

10.3. Technical Support

Flowie provides support to Authorized Users through the Service and email. While response times are not guaranteed, Saxea commits to striving to address support requests within 24 hours on weekdays and 48 hours on weekends.

11. Data Access and Protection

Access to Client Data is exclusively reserved for the Client. However, Saxea may access the Data as necessary for Service-related purposes. Such access is temporary, and Saxea will ensure that Data is not compromised or further accessed once the need for intervention has ceased.

12. Warranty and Acceptance

Upon making the Software available to the Client, the Client has thirty (30) days to report any issues regarding its conformity or functionality. After this period, the Software is considered accepted by the Client. Saxea disclaims all other express or implied warranties, including merchantability or fitness for a particular purpose. Saxea does not guarantee the outcomes of the Services and is only bound by an obligation of effort. It does not assure that the Software’s features will fulfill the Client’s requirements. Both parties acknowledge that software may contain errors, some of which may not be economically feasible to fix or deemed unnecessary to correct. Consequently, Saxea does not guarantee the resolution of all Software failures or errors.

13. Intellectual Property Rights

The Software and its Documentation remain the exclusive property of Flowie. The usage rights granted to the Client do not transfer any intellectual property rights. Therefore, the Client is prohibited from any actions that may infringe upon Flowie’s rights to the Software or its brand, which is protected under the Intellectual Property Code.

Flowie may use the Client’s name and logo for promotional purposes related to the Software. The Client may request that its name and logo are not used for these purposes in writing.

14. Confidentiality Obligations

Both parties agree to maintain confidentiality regarding any proprietary information exchanged during the preparation and execution of the Agreement, whether verbal or written, and regardless of its format. This obligation excludes information that is publicly known or becomes public through no fault of the receiving party.

The parties agree not to use any part of the confidential information for purposes outside the scope of the Agreement and not to replicate or imitate any confidential information. They commit to taking all necessary measures to ensure adherence to this confidentiality obligation for the duration of the Agreement and for five (5) years thereafter. Both parties must ensure that their employees, subcontractors, and other agents comply with these confidentiality terms.

However, if legally required by a court or authority, a party may disclose confidential information but must notify the other party in advance.

15. Legal Compliance

Flowie will adhere to all legal and regulatory obligations applicable to it as a service provider under the governing law of the Agreement. Flowie does not assume any of the Client’s legal or administrative obligations related to the Services. It is the Client’s responsibility to ensure compliance with all relevant laws and regulations, without holding Flowie liable.

Similarly, the Client agrees to comply with all applicable laws based on their nationality or geographic location.

16. Liability

16.1. Client’s Responsibility

The Client and Users must comply with all applicable laws concerning intellectual property, personal data protection, privacy, and other relevant regulations governing their activities.

16.2. Saxea’s Liability Limitations

Saxea operates under an obligation of effort and is not liable for any delays in Service delivery. Saxea is not responsible for any indirect damages the Client may incur, such as operational losses, loss of profits, missed opportunities, commercial harm, or third-party claims against the Client, even if Saxea was aware of the potential for such damages.

Saxea’s total liability for any damage to the Client is expressly limited to the amount of fees received from the Client for Services in the twelve (12) months preceding the damage event. This limitation does not apply in cases of bodily injury, fraud, gross negligence, or breach of eviction guarantees as defined by law.

16.3. Exclusions to Liability

Saxea is not liable for:

  • Unauthorized use of the Services not specified in the Documentation or the Agreement.
  • Modifications to the Software or accessible information not performed by Saxea or its approved service providers.
  • Use of the Services after Saxea has recommended suspension due to issues.
  • Use of the Services in non-compliant environments or with unsupported third-party programs or data.
  • Damages resulting from the Client’s negligence or failure to seek Saxea’s advice.
  • Use of the Services with non-Saxea-endorsed programs or services that may impact the Services or Client Data.

17. Termination of Agreement

17.1. Partial Termination by Client

If the Client wishes to discontinue certain Services, the new fee structure will apply upon the next renewal at the updated rate. Partial termination must be communicated via registered letter or email with acknowledgment of receipt at least fifteen (15) days before the current term ends.

17.2. Termination Due to Breach

If either party fails to fulfill a significant obligation under the Agreement and does not rectify the breach within thirty (30) days after receiving a registered letter notifying them of the breach and the potential for termination, the other party may terminate the Agreement by sending a registered letter with acknowledgment of receipt. Termination is effective upon notification and will immediately suspend the Client’s access to Services. Termination does not entitle the Client to a refund of any fees paid.

Upon termination or expiration of any part of the Agreement, Saxea agrees to facilitate the Client’s transition to another system by allowing the Client or a third party to take over the Services under the best possible conditions to migrate to any other system chosen by the Client.

17.3. Automatic Termination at End of Term

Upon the conclusion of the Agreement for any reason, the Client’s right to use the Software and associated Services is automatically terminated.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations under this Agreement if such delay or failure is caused by an event beyond its reasonable control. Such events may include, but are not limited to, telecommunications disruptions, power outages, governmental or legal restrictions, natural disasters, pandemics, and changes in marketing regulations.

Each party must promptly notify the other of any force majeure event that is likely to impact the performance of the Agreement. The parties will work together to assess the situation and determine mutually agreeable measures to be taken. If the force majeure event continues for more than two (2) months, either party may terminate the Agreement.

If a force majeure event or its consequences persist for more than sixty (60) consecutive calendar days, either party may terminate the Agreement by sending a written notice, without liability to either party.

19. Waiver of Rights

If Saxea does not enforce any provision of the GTC or allows its temporary or permanent non-compliance, this shall not be construed as a waiver of its rights under the GTC. Saxea’s tolerance of non-performance or imperfect performance by the Client does not grant the Client any additional rights.

20. Severability

Should any provision of the GTC be declared invalid or unenforceable by a court, the remaining provisions will remain in effect. The parties agree to negotiate a replacement provision in good faith to maintain the Agreement’s intent.

21. Personal Data Handling

Flowie will process Personal Data in accordance with its Privacy Policy, available at https://flowie.app/privacy.

22. Governing Law and Dispute Resolution

Australian law governs this Agreement. In the event of any dispute, the Parties will first seek to resolve the matter amicably before applying to the competent Court. In the absence of an amicable agreement, any dispute relating to the Agreement will be subject to the exclusive jurisdiction of the Federal Court of Australia, regardless of the number of defendants or third-party claims, including for summary proceedings and for payment order proceedings and their outcomes.