Terms of Service

1.1

These Terms of Use ("Terms") govern your use of the Trustflo service provided by Moxie Agency AB (org. no. 559463-3157) ("Trustflo", "we", "us", "our") and your ordering of the Service under a written order form or agreement executed by you and Trustflo (each an "Order"). If there is a conflict between these Terms and an Order, the Order prevails for that subject.

1.2 Acceptance; documents

(a) Visitors

By accessing or using the Site, available at https://www.trustflo.ai/, you agree to these Terms, as they may be amended from time to time, and you confirm that you have read and understood our Privacy Notice, available at https://www.trustflo.ai/en/privacy.

(b) Customers

If you use the Service under an Order, you agree to these Terms and your Order. The Data Processing Agreement (DPA) is attached to, and forms part of, your Order and applies to our processing of personal data as your data processor when providing the Service.

(c) Order of precedence

If there is a conflict among the legal documents applicable to the Service, the following order controls: (1) Order (including any Service-specific addenda), (2) DPA, (3) these Terms, (4) Service documentation/Trustflo Materials.

1.3 Authority

If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity. "You" means that entity.

3.1 Placing an Order

An Order must be in writing (e.g., countersigned order form, master/order form, or equivalent) and becomes binding when accepted by Trustflo.

3.2 Service Fees and Billing

Fees and payment terms are stated in the Order ("Service Fees"). Unless otherwise agreed, Service Fees are invoiced in advance per Subscription Period and are non-cancellable and non-refundable except as expressly stated in these Terms.

Price changes: We may adjust prices to reflect increased costs (e.g., indexation) by up to 5% per 12-month billing year on notice. If the Service's scope has materially changed since the Order began, the parties will negotiate in good faith any further pricing changes; if no agreement is reached, your remedy is to non-renew under 3.5.

3.3 License

Subject to timely payment and compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the Subscription Period, in accordance with the Order and these Terms.

Acceptable use.

You must not:

(a) reverse engineer or attempt to derive source code

(b) remove/alter proprietary notices

(c) access the Service to build a competing product

(d) use the Service unlawfully or to process unlawful content

(e) conduct security testing without our prior written consent

(f) exceed agreed usage limits

(g) introduce malware

Suspension

We may suspend access (with prompt notice when practicable) if: (i) you breach these Terms (including non-payment after any cure period), (ii) suspension is necessary to protect the Service or third parties, or (iii) required by law. We will resume access if and when the issue is remedied.

3.4 User Accounts

(a) You are responsible for accurate and up-to-date account information. (b) You may invite users (including from third-party organisations) to act on your behalf. If you do so, you remain responsible for their use. (c) If admin details or credentials are compromised, notify us immediately. (d) We are not liable for actions in the Service by your personnel or authorised users.

3.5 Subscription Period; Renewal

The Subscription Period is stated in the Order. Each Subscription Period automatically renews for successive terms equal to the current term unless you give written non-renewal notice at least 30 days before the end of the then-current term.

4.1 Availability

(a) We aim for availability of >99% monthly, excluding planned maintenance and events beyond our reasonable control. (b) We will use commercially reasonable efforts to notify you in advance of essential interruptions and schedule maintenance to minimise disruption.

4.2 Trustflo Materials; Forums; Beta

You are responsible for decisions and actions taken using the Service and any Trustflo templates, guidance, documentation, and similar content made available with the Service ("Trustflo Materials").

Beta features: Features marked beta/preview are provided AS IS, may change or be withdrawn, and are excluded from any SLAs/indemnities to the extent permitted by law.

5.1 Ownership; License to Trustflo Materials

(a) Ownership

Trustflo and its licensors own all right, title, and interest (including all intellectual property rights) in and to the Service, Trustflo Materials, documentation, features, functionality, and all modifications, enhancements, and derivative works (together, "Trustflo IP"). No rights are granted by implication.

(b) Your limited license

During the Subscription Period, we license you to access and use Trustflo IP solely within the Service and solely for your internal business purposes as permitted by these Terms and the Order. Except for that limited license, you obtain no rights in Trustflo IP. You must not copy, reproduce, distribute, publicly display, publish, or create derivative works from Trustflo IP, except as expressly allowed in the Service to export your reports/records for internal use.

(c) Feedback

If you provide feedback, suggestions, or improvements, you grant Trustflo a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction.

(d) Third-party services

Standard third-party platforms (e.g., public cloud, LLMs, analytics) used to deliver the Service are subject to their terms. We remain responsible for our subcontractors as set out in 9.3.

5.2 IP Claims

If any part of the Service, when used by you as permitted under these Terms, is alleged or in our reasonable opinion likely to infringe a third party's intellectual property right, we may, at our option and expense: (a) procure the right for you to continue using the Service; (b) modify or replace the Service so that it is non-infringing and materially equivalent; or (c) terminate the affected Order and refund prepaid fees for the unused portion of the then-current Subscription Period.

These remedies are available only if you promptly notify us in writing of the allegation and provide reasonable cooperation at our expense. We have no obligations under this Section to the extent the allegation arises from: (i) use of the Service not in accordance with these Terms or the documentation; (ii) combination with any product, service, data, or process not supplied by us; (iii) modification of the Service by anyone other than us; (iv) your use of Trustflo Materials outside the Service or beyond the limited license; or (v) Customer Data.

This Section 5.2 states your sole and exclusive remedies, and our entire liability, for any alleged or actual infringement or misappropriation.

5.3 Customer Data

(a) Ownership

You retain all rights in your data, content, and materials provided to or ingested by the Service ("Customer Data").

(b) License to us

You grant Trustflo a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data as necessary to provide/support the Service and to comply with applicable laws.

(c) Responsibility

You are responsible for the legality and accuracy of Customer Data (including personal data), for obtaining all necessary rights/permissions, and for ensuring Customer Data does not infringe third-party rights or violate applicable laws.

(d) Aggregated/Anonymised use

We may use Customer Data in aggregated and anonymised form to develop and improve the Service, provided neither you nor data subjects are identified and confidentiality is not compromised.

6.1 Roles

For personal data we collect via the Site, Trustflo acts as controller (as further outlined in our Privacy Notice). For personal data in Customer Data processed to provide the Service, Trustflo acts as processor and the DPA attached to your Order governs that processing (including subprocessors, international transfers, and security).

6.2

Upon your written request, we will erase personal data within the Service without undue delay, and in any case no later than six (6) months after the end of the Order unless otherwise agreed or required by law.

7.1 Warranties and Disclaimers

(a) We will provide the Service using commercially reasonable skill and care. (b) Except as stated in 7.1(a), the Service, Trustflo Materials, and beta features are provided "AS IS" and "AS AVAILABLE." We disclaim all other warranties (express, implied, statutory), including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. (c) You use the Service at your own discretion and risk. We are not responsible for destruction, loss, alteration, unauthorised disclosure, or corruption of Customer Data, nor for recreation costs, except where caused by our wilful misconduct or gross negligence. We maintain backups as described in the Service documentation.

7.2 Limitation of Liability

Neither party is liable for indirect or consequential damages (including lost profits, revenue, business interruption, data, or goodwill). These exclusions do not apply to liability that cannot be excluded under mandatory law.

7.3 Cap

Except for (i) your payment obligations; (ii) your breach of 3.3 (license/acceptable use) or 9.1 (confidentiality); and (iii) willful misconduct, each party's aggregate liability arising out of or related to an Order is limited to the Service Fees (excluding VAT) paid by you for the Service in the twelve (12) months immediately preceding the event giving rise to liability.

7.4 Data & Security

You are responsible for appropriate access controls and configuration in your environment. We implement technical and organisational measures described in the DPA and Service documentation.

8.1

The Service ends upon expiry of the Subscription Period or earlier termination for material breach (after written notice and a 30-day cure period where curable). On termination/expiry, we will disable access and delete Customer Data per the DPA/Section 6. You must export any Customer Data you wish to retain before the Order ends. Where requested within 30 days after termination and subject to payment of any applicable fees, we will make commercially reasonable efforts to assist with export.

9.1 Confidentiality

Each party must keep the other's non-public information confidential and use it only to perform their obligations under these Terms. Permitted disclosures: to affiliates, professional advisers, and subcontractors bound by confidentiality no less protective; and where required by law or court order (with prompt notice and cooperation where lawful). Breach may cause irreparable harm; the non-breaching party may seek injunctive relief.

9.2 Assignment

Neither party may assign an Order without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes all obligations.

9.3 Subcontractors

We may use subcontractors (including standard third-party platforms) to provide the Service and remain responsible for their performance as for our own.

9.4 Publicity

We may use your name and logo for customer reference purposes, unless you opt out by written notice.

9.5 Changes to these Terms

(a) We may update these Terms by notifying you at least 30 days before the change takes effect. Price changes (other than as permitted in 3.2) take effect no earlier than the start of your next Subscription Period. The current version is available at https://www.trustflo.ai/en/terms. (b) If a change is materially adverse to you and more than 30 days remain in the current Subscription Period at notice, upon your written request we will apply the previous Terms for the remainder of the current term. Continued use after the effective date constitutes acceptance.

9.6 Export; Sanctions

You must comply with applicable export control and sanctions laws. You represent you are not subject to sanctions or located in a restricted jurisdiction.

9.7 Governing Law; Disputes

These Terms and the Order are governed by Swedish law. Disputes shall first be discussed in good faith. Failing resolution, disputes shall be finally settled by arbitration administered by the SCC Arbitration Institute under the Rules for Expedited Arbitrations, unless the SCC decides that the Arbitration Rules apply due to complexity/amount. Seat: Malmö. Language: Swedish or English. Nothing restricts either party from seeking interim, injunctive, or conservatory relief in any competent court.