General Terms and Conditions (GTC) of Flowpatrol UG (haftungsbeschränkt)
Last Updated: 20.12.2024
1. Scope and General Provisions
1.1 These General Terms and Conditions ("GTC") govern the provision and use of the Flowpatrol software-as-a-service solution ("Software"), operated by Flowpatrol UG (haftungsbeschränkt), Lindenberger Str. 38, 06712 Schnaudertal, Germany, Managing Director: Sebastian Oehlschläger ("Flowpatrol"). They apply to all contractual relationships between Flowpatrol and its customers ("Customer") unless otherwise agreed in writing.
1.2 Deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract unless Flowpatrol expressly agrees to them in writing. This also applies if Flowpatrol performs services without reservation despite being aware of such terms.
1.3 These GTC apply exclusively to Customers that are entrepreneurs (Section 14 BGB), legal entities under public law, or special funds under public law.
2. Subject Matter and Contractual Services
2.1 Flowpatrol provides a SaaS solution using AI to help software and product teams automate testing and quality assurance (QA), including an autonomous web agent that identifies and executes test scenarios. The scope of services ("Contractual Services"), including functionalities, features, and performance characteristics, is determined by the service package or subscription plan ("Plan") selected and agreed upon.
2.2 Flowpatrol’s Contractual Services generally include:
- Making the Software available over the internet as a hosted solution
- Providing computing resources and storage for operation and data processing
- Offering online usage instructions and documentation
2.3 Flowpatrol may offer free and paid service plans. The details regarding scope, pricing, payment terms, and service levels depend on the selected Plan. Flowpatrol reserves the right to modify features of free plans at any time.
3. Provision and Availability of the Software
3.1 The Software is provided over the internet; no physical copy is transferred. The Customer is responsible for its own hardware, software, and internet connection.
3.2 Unless otherwise agreed, Flowpatrol endeavors to provide an annual average availability of at least 99% for paid plans. No specific availability is guaranteed for free plans. "Availability" means the technical operability of the Software at the point where it leaves Flowpatrol’s server environment ("Transfer Point"). Flowpatrol is not responsible for disruptions beyond the Transfer Point.
3.3 Maintenance, security updates, force majeure events, third-party faults, or attacks may temporarily restrict availability or functionality. Such periods are not deemed unavailability.
4. Rights of Use and Intellectual Property
4.1 During the contract term, Flowpatrol grants the Customer a non-exclusive, non-transferable, non-sublicensable, and time-limited right to access and use the Software for the agreed purpose.
4.2 The Customer shall not allow unauthorized third-party access to the Software, nor copy, modify, decompile, or reverse-engineer the Software, except as permitted by mandatory law.
4.3 All intellectual property rights in and to the Software and related documentation remain with Flowpatrol or its licensors. No ownership rights are transferred.
5. Customer Obligations
5.1 The Customer must verify that the Software meets its requirements and environment prior to use.
5.2 The Customer is responsible for maintaining secure access credentials, preventing unauthorized use, and promptly notifying Flowpatrol of suspected breaches.
5.3 The Customer shall only upload lawful, rights-cleared data and must not introduce harmful code or violate third-party rights.
5.4 The Customer indemnifies and holds Flowpatrol harmless from third-party claims arising from unlawful use of the Software or data.
6. Data and Data Protection
6.1 The Customer retains all rights to its data ("Customer Data"). Flowpatrol claims no ownership of such data.
6.2 Flowpatrol processes Customer Data only as necessary to provide and improve services and as permitted by law or a separate data processing agreement (DPA). The Customer is responsible for concluding a DPA with Flowpatrol if required by applicable data protection laws.
6.3 The Customer must comply with retention requirements and maintain backups if needed. Flowpatrol implements reasonable technical and organizational measures to protect Customer Data.
7. Updates and Modifications to the Software
7.1 Flowpatrol may update, upgrade, or modify the Software to improve functionality, security, or usability, or adapt to changes in market conditions or law.
7.2 If a significant change materially impairs the agreed purpose, Flowpatrol will notify the Customer. The Customer may object within the given timeframe. If continuation without the change is not feasible, the Customer may terminate the contract.
8. Remuneration and Payment
8.1 The Customer pays the agreed fees per the order or the applicable pricing page. Unless otherwise specified, fees are due in advance for the selected billing cycle.
8.2 All fees are exclusive of VAT or other applicable taxes.
8.3 In case of payment default, Flowpatrol may charge statutory default interest and suspend access to the Software until full payment is received.
8.4 Flowpatrol may reasonably adjust prices due to cost increases, providing advance notice. If the increase exceeds 5%, the Customer may object within two weeks.
9. Warranty and Liability
9.1 Flowpatrol warrants that at contract conclusion, the Software is free from defects significantly impairing its agreed use.
9.2 The Customer must promptly report defects. Flowpatrol will remedy reported defects within a reasonable period. Statutory rights remain unaffected.
9.3 Flowpatrol’s liability is limited to intent or gross negligence. In cases of simple negligence, Flowpatrol is liable only for breaches of essential contractual duties, limited to foreseeable, typical damages.
9.4 Liability for personal injury, fraud, or under mandatory law remains unaffected.
10. Term and Termination
10.1 Unless otherwise agreed, the contract duration and renewal depend on the chosen Plan. The contract may automatically renew unless terminated within the specified notice period.
10.2 Either party may terminate for cause without notice if the other materially breaches the contract and fails to remedy, or if insolvency proceedings are initiated against that party.
10.3 Upon termination, access to the Software ends. The Customer may export its data within a reasonable post-termination period, after which Flowpatrol may delete it unless legally required to retain it.
11. Confidentiality
11.1 Both parties treat all confidential information of the other party as confidential and use it only for contract execution.
11.2 This confidentiality obligation survives contract termination.
12. Final Provisions
12.1 These GTC and all claims arising from them are governed by the law of the Federal Republic of Germany, excluding conflict-of-law rules and the CISG.
12.2 If the Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction is Flowpatrol’s registered office. Flowpatrol may also sue at the Customer’s place of business.
12.3 If any provision is invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid one that closely reflects the original economic intention.
12.4 Flowpatrol may engage subcontractors for the performance of its obligations.