FlowHow OÜ (registry code 12737929, located at Tondi Street 51-4, Tallinn, Harju County, 11316, Republic of Estonia), (hereinafter “FlowHow” ,“we”, “us” or “our”) is a company established and existing under the laws of Republic of Estonia, operating the websites flowhow.biz, and flowhow.io and their subdomains (hereinafter “Web Site”), and the web-based FlowHow management toolkit, including the software, databases, interfaces, associated media, documentation, updates, new releases and other components or materials incorporated therein or integrated therewith (hereinafter collectively “Platform”).
Through the Platform we provide gamified organisational development services for our customers (“Customer”, “you” or “your”) using Atlassian JIRA software, in order to help our Customers achieve greater business agility through autonomous Scrum teams. Any service made available by FlowHow via Platform is hereinafter referred to as “Services”. Making use of Services requires you to obtain and maintain (at all times) a valid right to use the Atlassian JIRA software (as described and currently available at https://www.atlassian.com/software/jira).
The specific content and description of the Services may vary from time to time. Services are subject to continuous changes for purposes of improvement of the Platform, Services and better customer care. You can find information about the content of the Platform and Services on the Web Site.
These terms of service (hereinafter “Terms of Service”) apply to all persons who use Services. Hereinafter the term “Customer“ or “you” refers to a natural person or a legal entity who has entered into the Agreement with FlowHow. By accepting these Terms of Service you confirm that you have carefully read and understand these Terms of Service and you agree to be bound by these terms and policies referenced herein. Once accepted by you, Terms of Service form a legally binding contract between you and FlowHow for using the Platform and Services (hereinafter “Agreement”).
1. ACCESSING THE SERVICES
1.1. For accessing the Services you shall register via Web Site and accept the Terms of Service. By doing so, you are entering into a binding Agreement with FlowHow. You confirm that any registration information submitted is true, accurate, and complete. Details of the required registration information are provided on the Web Site.
1.2. If you are a natural person, then in order to enter into the Agreement, you must be at least 18 years of age or have a valid authorization from your legal representative or custodian. If you are a legal entity, you must be duly incorporated and have full legal capacity. If you are entering into the Agreement on behalf of a legal entity, such as your employer or the company you provide services to, you represent that you have the legal authority to bind that entity.
1.3. The Agreement is considered entered into as of accepting the Terms of Service. For avoidance of any doubt, you may not use the Platform or Services before you have accepted the Terms of Service.
1.4. The Agreement shall further extend to any new features, functions, enhancements and developments in the Platform and Services, including the release of new tools.
1.5. In order to start using the Services, you would need to connect the Platform with your Atlassian JIRA software via a service user. Then, data would be extracted by using JIRA Software (previously called JIRA Agile) API to generate scores and achievements for selected practices and enable you and your teams to view their ranking, the status against each best practice and map teams’ progress on the improvement journey via Web Site.
2. RIGHTS GRANTED TO YOU
2.1. Subject to Terms of Service, you are granted a limited non-exclusive license to use the Platform and Services. The Platform (including all features of the Platform) is solely and exclusively owned and operated by FlowHow. Intellectual property rights, including, but not limited to, any and all copyrights, trademarks, service marks and trade names contained in the Platform, are owned by FlowHow, its affiliates and/or third-party licensors.
2.2. You are not allowed to lease, rent or commercialise in other way software or other features provided to you via Platform or by provision of Services. You are also not allowed to provide third party access to Platform or Services. You understand that your use of the Platform or Services does not grant to you ownership of any content of the Platform or Services.
2.3. Unless provided by applicable law, you shall not modify, translate, disassemble, decompile or re-engineer a part or the whole of Platform or Services. You shall not copy, distribute or publish any content of the Platform or Services or any information obtained or derived there from, unless provided by applicable law.
2.4. It is prohibited to:
2.4.1. use the Platform or Services for any unlawful purpose;
2.4.2. solicit others to perform or participate in any unlawful acts;
2.4.3. violate any international or local regulations, rules and laws;
2.4.4. harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
2.4.5. submit any false or misleading information;
2.4.6. upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Software or Services;
2.4.7. spam, phish, pharm, pretext, spider, crawl, or scrape;
2.4.8. use the Services for any obscene or immoral purpose;
2.4.9. interfere with or circumvent the security features of the Platform or Services or any related website, other websites, or the Internet;
2.4.10. use the Platform or Services if you are not able to form legally binding contracts (for example if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
2.4.11. transfer your account to another party;
2.4.12. circumvent any technical measures we use to provide the Services.
2.5. We do not guarantee that your use of the Services will always be uninterrupted, timely, secure or error-free. You understand that there might be occasions when the Service may be interrupted for an indefinite time period, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
2.6. We do not provide you any data storage service. You shall be solely responsible for your data storage.
2.7. We provide you retrospective view of your team scores and for up to 12 (twelve) months back in time. Any data older than 12 (twelve) months may be deleted by us.
2.8. We are dedicated to improving the Platform and Services. Therefore we may, at any time, provide or make available updates or upgrades, including without limitation, bug fixes, service enhancements, new features, deletion of existing functions, or modifications. Updates will be governed by these Terms of Service, unless separate terms and conditions are provided with such updates, in which case that separate terms and conditions shall govern the updates.
2.9. We reserve the right to update, change or replace any part of Terms of Service. We will notify you of such cases in course of provision of Services. Your continued use of the Platform or Services after posting of any changes constitutes acceptance of those changes.
3. OUR RIGHTS
3.1. We reserve the right to refuse to enter into the Agreement with a Customer and to provide Service (including but not limited to access to the Platform) on the basis of the objective justification at any time.
3.2. We also reserve all rights to any new content which evolves or might evolve during your use of the Platform or Services. You hereby grant FlowHow a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, and otherwise exploit any new content that evolves by your use of Platform or Services.
3.3. You hereby grant FlowHow a right to generate anonymous statistics concerning your use of the Platform and Services, anonymous statistics of the characteristics of companies and teams managed by you and the business activities conducted by you. You hereby grant FlowHow with the right to share such anonymous statistics for business purposes in any format.
4.2. We collect and process only such data that is voluntarily submitted by you to us.
4.3. Personal Data that we process about your team members includes the following: name, e-mail, team membership.
4.4. We use Personal Data only for the purposes and to the extent that it is necessary for providing you Services.
4.5. We do not disclose Personal Data to any third parties, unless it is necessary to operate, maintain, enhance or provide features of the Services, to collect Fees, to provide information that you request, to understand and analyse the usage trends and your preferences, to improve the Platform and the Services or to send communications.
4.6. We may transfer, process and store Personal Data in cloud databases that are located outside of Estonia. You represent your agreement to such processing and storage. At the moment of concluding this Agreement, the cloud service provider we use is Amazon Web Services, Inc. (address P.O. Box 81226 Seattle, WA 98108-1226, http://aws.amazon.com). We reserve the right to change the cloud service provider at any time without any prior notice to you.
4.7. Data subjects have the right to access, amend, correct inconsistencies of or update any Personal Data, or request that we delete Personal Data obtained. Data subjects have right to decline to share certain Personal Data with us, in which case we may not be able to provide to you some of the features and functionality of the Services or Platform.
4.8. We retain the Personal Data collected from you during the term of the Agreement or as long as it is necessary for ensuring the provision of Services to you. After the Agreement with you is terminated, all Personal Data will be deleted.
4.9. As the Personal Data of the data subjects is submitted to us by you, not by the data subjects themselves, you confirm that you have obtained all necessary consents from all your team members/employees whose Personal Data you submit to us and that you have legal basis for submitting the Personal Data to us. You shall be solely responsible for the compliance with the personal data processing requirements in front of your team members/employees whose Personal Data is submitted to and processed by us. You hereby agree to indemnify us from any liability regarding the compliance with the personal data processing requirements.
4.11. We can use the following different types of cookies: functional cookies, analytical cookies for product development, advertisement reporting cookies and digital advertising targeting cookies. These cookies might either be temporary cookies or permanent cookies. You can delete or block cookies on the Web Site through your browser settings at any time. However, some cookies might be necessary for the functionality of the Web Site, Platform or Services. Therefore, you understand that when blocking or deleting the cookies some features of the Web Site, Platform or Services might not function correctly. For more general information about cookies including the difference between session and persistent cookies please see www.allaboutcookies.org.
4.12. If you agree to cookies on our Web Site, your continuing use of the Web Site and Platform stipulates your acceptance to using cookies.
5. LINKED SITES AND THIRD PARTY CONTENT
5.1. The Platform and Services may include links to other websites or services or to third party content.
5.2. We do not endorse any such linked sites or third party content or the information, material, products, or services contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites is solely at your own risk.
5.3. Your compliance with terms of Atlassian JIRA service established by relevant service provider is your own sole responsibility. We do not bear any responsibility for any of your violation of such terms, even if it has occurred in process of provision of our Services.
6. REPORTING MALFUNCTION AND ENQUIRIES
6.1. Customers may report malfunctions of the Services via Web Site or by e-mail at firstname.lastname@example.org. We will use reasonable endeavours to respond to Customer malfunction reports and other enquiries within reasonable time. However, we do not grant any guarantees or warranties that any report or enquiry will be responded to within any particular time.
7.1. After registering via Web Site and accepting these Terms of Service, each new Customer is entitled to a one-time 30 (thirty) days free trial period.
7.2. After the free trial period expires, the use of Platform and Services is subject to a fee (“Fee”). Fee for using Services shall be calculated on the basis of the number of Customer teams connected to the Services. The scheme for calculating the fee is as follows:
|Number of Teams||Fee|
|2-5 teams||EUR 199|
|6-15 teams||EUR 499|
|16-40 teams||EUR 999|
|40+ teams||Contact us|
7.3. All amounts are in euros and exclusive of value-added-tax (VAT).
7.4. The Fee is payable with 30-days payment intervals and on an advance basis.
7.5. We will send you invoices for payment of Fee for 30-day intervals to e-mail address provided by you. The Fee is payable for each subsequent 30-day interval period in advance and irrespective of your recipient of the invoice (meaning the Fee must be paid latest at commencement of the relevant 30-day interval). The Fee for first 30-day interval period is payable at the end of the 30-days free trial period.
7.6. The Fee will be paid by credit card. You agree to provide us with your valid credit card details upon registering via Web Site and accepting these Terms of Service. Upon any change in credit card information, you must notify us of updated credit card information immediately. Your credit card information and billing information will be stored, managed and kept by credit card payment processing companies whose privacy policies will apply with regard to credit card information and other personal information submitted to them.
7.7. If you do not authorize the payment by credit card or if there are not enough funds available on the credit card or if there are any other circumstances due to which the payment by credit card cannot be made, we are entitled to suspend your access to the Platform and Services immediately and without any prior notice.
7.8. Upon delay with any payments, we may request you to pay interest on the delay (penalty for late payment) in accordance with applicable laws for the period as of the time the payment obligation falls due until conforming performance is rendered.
7.9. We reserve the right, at our sole discretion, to change the Fee payable from time to time. In case of any changes to the Fee, we will notify you of the change by e-mail 60 (sixty) days in advance. After notifying, you may agree to the new changed Fee or terminate the Agreement. Your continuous use of the Platform or Services shall mean your acceptance to the Fee change.
8. CONTACT DETAILS AND NOTICES
8.1. All notices between you and FlowHow (including any invoice, notice or other communication) in connection with this Agreement shall be communicated in writing by e-mail or via Web Site.
8.2. You undertake to ensure, at all times, that your e-mail address disclosed upon registering is valid and in working order.
8.3. Any notice sent to your e-mail address disclosed upon registering, shall be deemed to be received by you after 5 (five) calendar days have passed from sending such notice.
9. TERM AND TERMINATION
9.1. The Agreement is concluded without a term.
9.2. Both you and we have right to ordinary cancellation of the Agreement, by serving the other party a thirty (30) days prior notice.
9.3. We are entitled to terminate the Agreement extraordinarily if you have materially violated the Agreement or have not remedied any violation within 10 (ten) days after being notified by us.
9.4. In case of the termination of the Agreement, you are obliged to pay all outstanding invoices and other outstanding amounts. In case of advance payment exceeding the outstanding amounts due, no repayments or set-offs shall be made.
10. LIABILITY AND IDEMNIFICATION
10.1. The Platform, Services and any content, or services or features made available in conjunction with or through the Platform or Services is provided “as is” and “as available” without any warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties.
10.2. We do not warrant or guarantee that the Services will be compatible with all or any hardware and software which you may use, available all the time or at any specific time, uninterrupted, secure or error free, suitable for your requirements or free from viruses, interference, hacking or other security intrusion.
10.3. Including, but not limited to, we shall not be responsible for the following:
10.3.1. any permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Platform or Services;
10.3.2. any interruption or cessation of transmission to or from the Platform or Services;
10.3.3. any bugs, viruses, Trojan horses or the like, which may be transmitted to or through the Platform or Services;
10.3.4. any decision made or any action taken by you in reliance of the data or recommendations provided by us;
10.3.5. deletion of, corruption of, or failure to store any content or data;
10.3.6. any disclosure, loss or unauthorized use of the login credentials due to Customer’s failure to keep such credentials confidential;
10.3.7. the incompatibility of technologies used for accessing the Platform and Services, for example if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet.
10.4. We are not liable for any violation of law by the Customer in front of any third persons.
10.5. You understand and confirm that all management and business decisions made by you relying on any information obtained by using the Platform and Services, are in your own full responsibility. We shall not be liable or responsible for any Customer’s management or business decision.
10.6. You agree to indemnify us, our partners and sub-contractors engaged in provision of Services against any costs, damage, claims (including but not limited to claims of third parties), liabilities and expenses incurred as a result of Customer’s violation of this Agreement, any provisions of the applicable law or provisions of third party contract.
10.7. In any case, our liability for violation of this Agreement shall be limited to the monthly fee actually paid to us for the Services provided hereunder. The limitation is not applied in case of wilful breach of this Agreement.
10.8. We shall not be liable to you for anything that is the result of any events beyond our reasonable control ( “Force Majeure”), including, but not limited to, acts of nature, storm, fire, earthquake, explosion, flood, war, insurrection, riots, terrorism, crime, labor shortages and strikes, lockout or other industrial action, embargoes, terrorism, crime, the weather and climate conditions, default or failure of a third party, electrical failure, confiscation and action or threat of action of any government or government agency.
11. GOVERNING LAW AND JURISDICTION
11.1. These Terms of Service shall be governed by the laws of the Republic of Estonia.
11.2. Any disputes arising from these Terms of Service shall be settled in the Harju County Court in the Republic of Estonia.
12.1. If any term, condition or provision of these Terms of Service is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
12.2. Our failure to exercise or enforce any provision of or any of our rights under these Terms of Service shall not mean that we have deemed a waiver of future enforcement of that or any other provision or right.