Terms & Conditions - Flow Consultancy

Last updated: 06/10/2025

Flow Consultancy OÜ
‍VAT: EE102749463
Register Number: 17010675
Address: Sepapaja tn 6, 11415 Tallinn, Harju Maakond, Estonia

Article 1. General

These terms and conditions apply to all proposals and agreements issued by Flow Consultancy OÜ (“Flow Consultancy”) to its clients.Any general terms of the client are hereby expressly excluded.Deviations from these terms are valid only if agreed in writing. Even if Flow Consultancy agrees in writing to apply different terms, these terms shall continue to apply unless explicitly stated otherwise. Deviations do not apply to future agreements unless explicitly confirmed.

Article 2. Proposal and Confirmation

Each agreement will include:

• Client’s name
• Nature and minimum duration of the engagement
• Name of the consultant
• Description of the services to be delivered
• Pricing
• Payment terms

Article 3. Quotations and Formation of Agreement

Unless otherwise specified, all proposals are non-binding.
An agreement is established once Flow Consultancy and the client have signed an agreement, or when both parties confirm the engagement in writing via email, or when Flow Consultancy begins service delivery with the client's (implied) consent.
Any amendments to the agreement must be made in writing.
If changes requested by the client cause delays, any resulting costs are borne by the client.

Article 4. Pricing

All rates and fees are specified in the individual agreement or proposal between Flow Consultancy OÜ and the Client.
Prices are exclusive of VAT, which will be added where applicable in accordance with Estonian tax law.

Unless otherwise agreed in writing, fees are based on the Service Provider’s standard rates in effect at the time of contracting.
Adjustments to rates may be made periodically and will only apply to future agreements or renewals.

Unless otherwise agreed upon with client, any additional costs, such as third-party software, tools, or venue expenses, are not included in the service fee and will be charged separately with prior written approval from the Client.

Article 5. Payment Terms

The client agrees to pay Flow Consultancy the fees set out in the signed agreement or confirmed in writing (including via email).
Where a project fee or retainer is agreed upon, the total amount may be split into monthly instalments across the duration of the engagement.
Invoices are issued monthly for services performed in the previous month, unless otherwise agreed in writing.

Payment is due within 14 days of the invoice date, without any right to deduction, withholding, or set-off.

If the client fails to pay on time, a daily interest rate of 0.02% will be applied to the overdue amount, in accordance with Estonian legislation on payment arrears (based on the Taxation Act § 119).

If payment remains outstanding after a reminder, Flow Consultancy reserves the right to charge all reasonable recovery and collection costs, both legal and extrajudicial, with a minimum of €250 or 15% of the overdue amount.

Payments made by the client will be applied in the following order:

1. Collection and administrative costs
2. Accrued interest
3. Outstanding principal amounts (starting with the oldest unpaid invoice)

Flow Consultancy may issue upfront invoices or request a security deposit prior to commencing or continuing any work.
In the event of liquidation, bankruptcy, or suspension of payments, all outstanding amounts become immediately due and payable.
Client delays or failure to deliver required input do not exempt them from payment for work already completed.

Article 6. Liability

Flow Consultancy is not liable for any damages, including but not limited to business interruption or indirect loss, unless caused by gross negligence or intentional misconduct.
In such cases, liability is capped at the amount invoiced for the relevant engagement (excl. VAT), or — if the agreement exceeds three months — the average of the last three months’ invoiced fees.
Flow Consultancy is not liable for errors made by third parties engaged by the client, or by third parties engaged by Flow Consultancy unless they accept liability.
All claims expire one year from the date the client became aware of the damage and the liable party.

Article 7. Complaints

Any complaints must be submitted in writing within 14 days of the client becoming aware of the issue. Late complaints do not suspend payment obligations. Clients cannot terminate the agreement solely due to dissatisfaction or issues with deliverables.

Article 8. Force Majeure

If Flow Consultancy is unable to meet its obligations due to circumstances beyond its control (e.g. illness, supplier issues, legal restrictions), performance may be suspended for the duration of the disruption without liability.

Article 9. Cancellation and Termination Policy

9.1 – Fractional COO Engagements

Clients may terminate ongoing fractional COO engagements with a minimum of 30 days’ written notice.
All work performed up to the effective termination date remains fully payable.

9.2 – Strategy Sprints

Strategy Sprints are payable upfront and non-refundable, unless Flow Consultancy agrees otherwise due to exceptional and unforeseeable circumstances, such as:

• A medical emergency
• A death in the immediate family
• A natural disaster or force majeure event
  Requests for exceptions must be submitted in writing and will be reviewed on a case-by-case basis.

9.3 – Process Optimisation Projects

Process Optimisation and Done-for-You system implementations also require full upfront payment and are non-refundable, except in the same exceptional cases listed above.

9.4 – General Terms

In all cases, cancellation or termination must be communicated in writing (including by email).
If a project, engagement, or assignment becomes obsolete (e.g. due to internal restructuring, role elimination, or cancellation of a planned initiative), Flow Consultancy will not be held responsible for refunding work already delivered or time reserved.

Article 10. Usage of Materials

All custom-created tools, dashboards, templates, or systems remain the intellectual property of Flow Consultancy unless otherwise agreed.
The client is granted a non-transferable license to use these for internal purposes only. Resale, redistribution, or reuse of these materials — including use as a commercial template — is strictly prohibited without prior written consent.

Article 11. Late Client Response

The client agrees to provide timely access, information, and feedback necessary for Flow Consultancy to carry out its work. Delays caused by lack of input from the client do not affect payment obligations or delivery timelines, and Flow Consultancy is not liable for missed milestones due to such delays.

Article 12. No Waiver

If either party fails to enforce any clause of the agreement, this shall not be deemed a waiver of rights or future enforcement.

Article 13. Termination

Flow Consultancy may terminate the agreement without legal intervention if the client breaches contractual obligations or enters into bankruptcy, insolvency, or similar proceedings.
In such cases, all outstanding amounts become immediately due and Flow Consultancy may reclaim unpaid deliverables.

Article 14. Confidentiality

Both parties agree to treat all business information, client data, project materials, and any sensitive documentation as strictly confidential during and after the engagement.
Disclosure to third parties is only permitted with prior written consent from the other party.

Article 15. Use of AI and third-party tools

Flow Consultancy OÜ may use third-party software and artificial intelligence tools (including, but not limited to, ChatGPT by OpenAI) to support research, analysis, writing, or process optimisation.
All outputs generated through such tools are reviewed, edited, and finalised by the Service Provider before delivery to the Client.
Flow Consultancy OÜ does not share any confidential or personally identifiable client information with AI systems and ensures compliance with applicable data-protection regulations (including the GDPR).
The Client acknowledges and accepts that such tools may be used as part of the Service Provider’s workflow, and that the Service Provider remains solely responsible for the quality and accuracy of the final deliverables.

Article 16. Privacy

Flow Consultancy stores client data to fulfil contractual obligations and may use this information to send occasional updates or service-related communications in compliance with GDPR and Estonian data protection laws.

Article 17. Intellectual Property

All IP, including logos, frameworks, names, and proprietary materials developed or shared by Flow Consultancy, remain the property of Flow Consultancy or its licensors.
The client may not reproduce, republish, or distribute such materials without written permission.
Confidential materials may not be disclosed to third parties.

Article 18. Governing Law and Jurisdiction

17.1 – Governing Law

All agreements and legal relations between Flow Consultancy and the client shall be governed by Estonian law, unless the parties explicitly agree otherwise in writing.

17.2 – Dispute Resolution

In the event of any dispute, claim, or disagreement arising out of or in connection with the agreement, the parties will first attempt to resolve the matter amicably through mediation.
If the dispute cannot be resolved through mediation within 30 days, it shall be finally settled by arbitration under the Rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry, with the seat of arbitration in Tallinn, Estonia. The proceedings shall be conducted in English or Estonian, depending on the language of the agreement.

17.3 – Jurisdiction

If arbitration is not pursued, or if it is legally unenforceable for a specific dispute, the matter shall be submitted to the competent court in Harju County, Tallinn, Estonia, unless the parties agree otherwise in writing.