General Terms of Service for the flowlogis Service

Version 1.2 | Effective from 1 November 2026

This is a translation of the Czech original. In the event of any discrepancy between language versions, the Czech version prevails.

1. Introductory provisions

1.1 These general terms of service (the „Terms") govern the rights and obligations between the provider and the customer in the provision of the cloud software service flowlogis, available at flowlogis.com (the „Service" or the „Platform").

1.2 Provider:

1.3 The Service is intended exclusively for business users. Only a legal entity or a self-employed natural person entering into the contract in the course of their business may become a customer. The Service is not intended for consumers within the meaning of Section 419 of Act No. 89/2012 Coll., the Civil Code (the „Civil Code"), and the provisions on consumer contracts do not apply.

1.4 In accordance with Section 1801 of the Civil Code, the parties exclude the application of Sections 1799 and 1800 of the Civil Code concerning contracts concluded by adhesion.

1.5 Acceptance of an offer with an addition or deviation under Section 1740(3) of the Civil Code is excluded. The customer's own terms of business do not apply, even if the customer refers to them in its order (Section 1751(2) of the Civil Code).

1.6 Provisions departing from these Terms may be agreed in an individual written contract; such arrangements prevail over these Terms.

2. Definitions

• Customer or Organisation — a business that has created an organisation account on the Platform.
• Administrator — the natural person who created the organisation account on the customer's behalf and administers users and settings.
• User — a natural person with access to the Platform within the customer's organisation.
• Module — a self-contained functional part of the Platform.
• Paid module — a module ordered individually at the price set in the price list; on the date these Terms are issued, the paid modules are 8D Reports and Transport.
• Included module — any other module of the Platform, which the customer uses at no extra charge under Article 5.10.
• Carrier — a business outside the customer's organisation that the customer contacts through the Transport module with an inquiry, an invitation to a tender or a transport order.
• Customer data — all content that the customer or its users enter, upload or create on the Platform, including projects, tables, attachments and personal data of third parties.
• Subscription period — the period for which a paid module is activated, normally twelve months from activation.
• Observer — a user to whom the administrator has granted read-only access to a module.
• Approver — a user whom the administrator has authorised to give approvals in the Transport module under Article 5.11.
• Read-only mode — the module status described in Article 7.4, in which the customer may access and export the module's data but may not create or edit it.

3. Formation of the contract and registration

3.1 The contractual relationship is formed as follows:

a) the administrator completes the registration form and creates an organisation account; b) the customer orders the selected modules through the Platform, by e-mail or on the basis of the provider's offer; c) the provider confirms the order by e-mail and activates the ordered modules.

The contract is concluded at the moment the confirmation is sent.

3.2 The Platform contains no payment gateway and no shopping cart. Payment is made solely on the basis of an invoice issued by the provider.

3.3 Activation of a paid module gives rise to the provider's claim to payment of the price for the entire subscription period, irrespective of the extent to which the customer actually uses the Service.

3.4 No trial or demonstration period is offered.

3.5 By registering and submitting an order, the customer confirms that it has read and agrees to these Terms, the Privacy Policy and the Data Processing Agreement.

3.6 The person carrying out the registration represents that they are authorised to act on the customer's behalf. The provider is not obliged to verify this authorisation.

3.7 The contract is concluded in Czech, English or German according to the language version in which the order was submitted. In the event of any discrepancy between language versions of these Terms, the Czech version prevails.

3.8 The contract, including these Terms and the order confirmation, is archived electronically and made available to the customer on request.

4. User accounts and invitations

4.1 The administrator invites further users by e-mail invitation. By sending an invitation, the customer represents that it is entitled to provide the invitee's contact details to the provider and that it has informed that person about the processing of their personal data.

4.2 The customer is responsible for all activity carried out under the accounts of its users.

4.3 Access credentials are non-transferable and account sharing is not permitted.

4.4 The customer must notify the provider without delay at info@flowlogis.com of any suspected misuse of an account or disclosure of access credentials.

4.5 The administrator must deactivate without undue delay the accounts of users who are no longer to have access to the Platform, in particular after the termination of their employment with the customer.

4.6 The administrator grants users access to individual modules either in full or read-only. Observers and approvers with read-only access are not counted towards the number of users under the price list.

5. Subject matter of the Service and scope of rights granted

5.1 The provider makes the Platform available to the customer as a SaaS service in the scope of the ordered modules for the duration of the subscription period.

5.2 The customer is granted a non-exclusive, non-transferable, non-sublicensable and time-limited right to use the Platform for its own internal business purposes. The software is not delivered or licensed to the customer for installation on its own infrastructure.

5.3 In particular, the customer must not:

a) reverse engineer, decompile or disassemble the Platform beyond the scope of Section 66 of Act No. 121/2000 Coll., the Copyright Act; b) sublease the Platform, provide it as a service to third parties or grant access to persons outside its organisation, except for carriers contacted through the functions of the Transport module under Article 5.6; c) circumvent technical, security or licensing restrictions, including rate limits; d) carry out automated data extraction, load testing or penetration testing without the provider's prior written consent; e) upload unlawful content, malicious code or content infringing the rights of third parties; f) use the Platform in a manner that jeopardises its stability, security or availability for other customers.

5.4 The provider may continuously develop the Platform and change its functions and user interface. Any material reduction in the functionality of an ordered module will be announced in advance; in such a case the customer may terminate the contract with effect from the date of the change and is entitled to a refund of the proportionate part of the price paid.

5.5 The Service does not include implementation, data migration, training, custom development or integration with the customer's systems. These may be ordered separately.

5.6 Transport module. The Transport module enables the customer to contact carriers outside its organisation with an inquiry, an invitation to a tender or a transport order. A carrier accesses the document to which it has been invited through a link sent by e-mail without registration, or from a carrier account on the Platform. A carrier does not see the bids or prices of other carriers, nor their number. Terms for carriers are set out in Article 17.

5.7 The customer declares that it is entitled to provide the provider with the contact details of the carriers it enters into the Platform or contacts, and that it has informed these persons about the processing of their personal data. The customer is responsible for the content of its inquiries, tenders and orders.

5.8 The provider is not a party to transport contracts or any other contracts concluded between the customer and a carrier through the Platform. It is not liable for their conclusion, content or performance, does not handle payments and does not verify the licences, insurance or reliability of carriers. Carrier details in the directory, including the central carrier directory, are for information only and their listing is not a recommendation.

5.9 Savings, the economic effect of tenders and other calculations of the Transport module are estimates based on data entered by the customer and the carriers; Article 9.1 applies accordingly.

5.10 Included modules. Included modules are available to the customer in full for as long as at least one of its paid modules is active. If no paid module is active, the included modules switch to read-only mode together with the paid modules under Article 7.4. The provider may change the scope of the included modules; Article 5.4 applies accordingly.

5.11 Approvals in the Transport module. The customer may set price limits above which sending or recording a transport order and awarding an inquiry require the approval of an approver; on approval, the action is carried out immediately. Approvals are an organisational tool of the customer. The customer is responsible for setting the limits and for authorising approvers; Article 9.1 applies accordingly.

6. Price and payment terms

6.1 The current price list is published at flowlogis.com/en/pricing. The applicable price is the one in force at the time the module is activated.

6.2 The customer chooses a billing period of monthly or annually in advance.

6.3 The price is payable against an invoice issued by the provider with a due date of 14 days from the date of issue. Invoices are issued electronically and sent to the billing e-mail address entered by the customer on the Platform; the customer consents to this form.

6.4 The customer is responsible for the accuracy and currency of its billing details.

6.5 The provider is not registered for value added tax. The prices stated are final.

6.6 In the event of late payment the provider proceeds as follows:

6.7 Switching the modules to read-only mode does not extinguish the customer's obligation to pay the price for the subscription period concerned. The provider may also claim default interest at the rate set by Czech Government Regulation No. 351/2013 Coll.

6.8 Once the outstanding amount is paid, the provider restores full access without undue delay, at the latest on the following business day.

6.9 The provider may unilaterally amend the price list with effect from the next subscription period, giving the customer at least 30 days' notice. If the customer does not agree, the module is not renewed and Article 7 applies.

6.10 Prices paid are not refunded where the customer does not use the Service for reasons on its side.

7. Term, renewal and termination

7.1 A paid module is activated for a fixed term corresponding to the chosen subscription period, normally twelve months.

7.2 A paid module is renewed by payment of the invoice for the following period. If the customer does not pay the invoice, the module is not renewed upon expiry of the subscription period. No formal notice of termination is required, either from the customer or from the provider. The Platform notifies the administrator of the end of the subscription period 30 days in advance; the administrator may request renewal, or activation of a further paid module, directly on the Platform.

7.3 The customer may terminate its use of the Service at any time by notice to info@flowlogis.com. Prices already paid are not refunded and the Service remains available until the end of the paid period.

7.4 Read-only mode. If a paid module is not renewed under Article 7.2, it switches to read-only mode on the day following the end of the subscription period; the same applies if the situation under Article 6.6 arises. Included modules are governed by Article 5.10. In this mode the customer:

a) retains access to its account and to the history of the module's projects; b) may view and export the module's data; c) may not create new projects or edit existing data in the module, and the Platform sends it no notifications from the module.

Carriers may respond to inquiries, tenders and transport orders sent before the Transport module switched to read-only mode until the deadline stated in the document.

7.5 Read-only mode lasts twelve months. Upon its expiry the provider sends the customer an e-mail notice and allows a further 30 days for data export. After that period has elapsed without action, the provider permanently deletes the customer data.

7.6 The customer may request export or deletion of its data at any earlier time; the provider will comply without undue delay.

7.7 Data is exported in the machine-readable formats JSON and XLSX. The provider charges no fees for data export or for termination of the Service; this procedure reflects the requirements on switching between data processing services under Regulation (EU) 2023/2854 (the Data Act).

7.8 The provider's statutory obligation to retain accounting and tax documents remains unaffected by deletion under Article 7.5.

7.9 The provider may withdraw from the contract with immediate effect if the customer materially breaches Article 5.3, enters liquidation or becomes subject to insolvency proceedings. Articles 7.4 and 7.5 then apply accordingly.

8. Availability, support and backups

8.1 The provider supplies the Service with reasonable professional care. No specific availability level is guaranteed; individual availability parameters may be agreed in a separate contract.

8.2 The provider may carry out planned maintenance; where unavailability of the Service is expected, it will be announced at least 24 hours in advance.

8.3 Technical support is provided by e-mail at info@flowlogis.com on business days from 9:00 to 17:00. The provider responds no later than the following business day.

8.4 Backups. Data resilience is ensured by the infrastructure of the database platform provider, in particular by redundant storage. Automated backups with point-in-time recovery are not currently part of the scope of the Service. The provider therefore recommends that the customer export its data regularly under Article 7.7. Any extension of the scope of the Service to include backups will be announced by an update to these Terms.

9. Liability

9.1 The Platform is a tool for planning, record-keeping and simulation. Its outputs are informative and supportive in nature. Responsibility for decisions taken on their basis rests solely with the customer. The provider is not liable for the accuracy of input data entered by the customer.

9.2 The provider does not give legal, tax or audit advice. Templates and forms available on the Platform do not constitute legal opinion.

9.3 In accordance with Section 2898 of the Civil Code, the parties agree that the provider's total aggregate liability for damage arising in connection with the Service is limited to the amount actually paid by the customer for the Service in the twelve months preceding the damaging event.

9.4 The provider is not liable for lost profit, lost business opportunities or for indirect and consequential damage.

9.5 The limitations under Articles 9.3 and 9.4 do not apply to damage caused intentionally or by gross negligence, or to harm to a person's natural rights.

9.6 The customer is responsible for ensuring that its customer data does not infringe legal regulations or the rights of third parties, and undertakes to indemnify the provider against third-party claims asserted in connection with the content of customer data.

10. Confidentiality

10.1 The parties undertake to maintain confidentiality regarding the other party's confidential information, in particular commercial, technical and manufacturing data.

10.2 The confidentiality obligation lasts five years from termination of the contract and does not extend to publicly available information or to information whose disclosure is required by law or by a decision of a public authority.

10.3 The provider may name the customer's business name and logo in its reference list unless the customer refuses such use in writing.

11. Intellectual property

11.1 All rights to the Platform, its source code, design, documentation, designations and know-how belong to the provider. The contract does not transfer these rights.

11.2 Customer data remains the property of the customer. The provider handles it only to the extent necessary to provide the Service and in accordance with the Data Processing Agreement.

11.3 The provider may process aggregated and anonymised operational data for the purpose of developing and securing the Platform, provided that neither the customer nor any individual can be identified from it.

11.4 If the customer provides feedback or a suggestion for improvement, the provider may use it free of charge.

12. Personal data protection

12.1 With regard to data necessary for administering the contractual relationship, the provider acts as controller — see the Privacy Policy.

12.2 With regard to personal data that the customer enters on the Platform, the provider acts as processor and the customer as controller. The conditions are set out in the Data Processing Agreement, which forms an integral part of the contract and is concluded at the moment referred to in Article 3.1.

12.3 The customer undertakes not to enter into the Platform special categories of personal data under Article 9 GDPR, nor data relating to criminal convictions and offences, unless the parties agree otherwise in writing.

13. Force majeure

13.1 Neither party is liable for failure to perform caused by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will under Section 2913(2) of the Civil Code, in particular a large-scale power or connectivity outage, a cyberattack, a natural disaster or an act of a public authority.

13.2 If the obstacle persists for more than 30 days, either party may withdraw from the contract.

14. Amendments to the Terms

14.1 The provider may unilaterally amend these Terms, in particular due to changes in legislation, in the scope of the Service or in its commercial policy.

14.2 Amendments are announced to the customer by e-mail and by publication of the new wording at least 30 days before they take effect.

14.3 If the customer does not agree with an amendment, it may terminate the contract no later than the last day before the amendment takes effect and is entitled to a refund of the proportionate part of the price paid. If it continues to use the Service after the amendment takes effect, it is deemed to have accepted the new version.

14.4 Previous versions of the Terms are archived and available on request.

15. Delivery of communications

15.1 Legal acts are delivered electronically to the e-mail addresses stated on the Platform or in Article 1.2.

15.2 A message is deemed delivered on the business day following its dispatch unless earlier delivery is proven.

15.3 The customer must keep its contact details on the Platform up to date.

16. Governing law and dispute resolution

16.1 The contractual relationship is governed by the law of the Czech Republic, in particular the Civil Code, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

16.2 The parties undertake to resolve disputes amicably wherever possible.

16.3 Disputes are subject to the jurisdiction of the court with general jurisdiction over the provider under Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure; for cross-border disputes within the European Union this choice of forum is agreed under Article 25 of Regulation (EU) No 1215/2012.

17. Terms for carriers

17.1 This Article governs carriers' access to the Platform. A carrier is not a party to the contract between the provider and the customer. By using a link or a carrier account, the carrier agrees to this Article.

17.2 A carrier accesses a document through a link sent by e-mail or from a carrier account on the Platform. The link is intended for the addressee only. The carrier must not make it available to third parties and is responsible for actions taken through it; whoever uses the link is deemed to act on behalf of the carrier. The validity of the link is limited, and once opened, access is tied to a session in the browser.

17.3 Responding is free of charge for carriers. A carrier may, free of charge, submit a bid on an inquiry, respond in a tender round, confirm or decline an order and exchange messages and attachments with the customer, always only for the documents to which it has been invited. A carrier may create its own inquiries, tenders and orders only as a customer with an activated Transport module under these Terms.

17.4 A carrier's bids, responses and attachments are intended solely for the customer that contacted it; other carriers do not see them. Transport terms, in particular price, dates, liability and payments, are agreed exclusively between the customer and the carrier; Article 5.8 applies accordingly.

17.5 The carrier must provide truthful information. Article 5.3 (a) and (c) to (f) applies to carriers accordingly.

17.6 Carrier account and central directory. A carrier with an account on the Platform may request assignment of a carrier card based on its company ID or VAT ID; the provider assesses the request and may reject it. With the carrier's consent, the provider may include its public profile in the central carrier directory available to customers; consent may be withdrawn at any time in the carrier profile. The provider may also list carriers in the central directory on the basis of publicly available company information; a carrier may request removal at info@flowlogis.com.

17.7 The provider may restrict or terminate a carrier's access if the carrier breaches this Article. Articles 8.1, 8.2, 9.4, 9.5, 13, 15 and 16 apply to carriers' access accordingly.

17.8 Personal data: for carrier data entered into the Platform by the customer, the customer is the controller. For carrier cards, the central directory and access security, the provider is the controller — see the Privacy Policy.

18. Final provisions

18.1 The customer may not assign the contract or any receivables arising from it without the provider's prior written consent. The provider may assign the contract to a legal successor, in particular to a company established for the purpose of operating the Platform, of which it will inform the customer in advance.

18.2 If any provision of these Terms is invalid or ineffective, the validity of the remaining provisions is not affected.

18.3 The customer assumes the risk of a change of circumstances under Section 1765(2) of the Civil Code.

18.4 These Terms take effect on 1 November 2026. They replace versions 1.0 and 1.1, which did not take effect before that date.