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OpenFlow GmbH — Terms and Conditions (v0)

Last updated: March 2026

OpenFlow
Contact: david@usecloser.ai

PLEASE READ THESE TERMS AND CONDITIONS ("Terms") CAREFULLY BEFORE USING THE PLATFORM OR SOFTWARE.

By using our Platform or Software you accept these Terms. If you do not agree, you must not use our Platform or Software. Where you act on behalf of a business, you confirm you have authority to bind that business, and references to "you" or "Customer" refer to that entity.

1. Definitions and Interpretation

Affiliate: any subsidiary or holding company of a party, and any subsidiary of such holding company.

Authorised Users: employees, agents and independent contractors of the Customer authorised to use the Services or Software.

Business Day / Business Hours: a day other than a Saturday, Sunday or public holiday; 9:00 am to 5:00 pm on any Business Day.

Confidential Information: all information concerning the business, assets, affairs, customers, clients or suppliers of a party disclosed under this Agreement.

Effective Date: the date of last signature of the applicable Order Form, or the date of account registration for Platform users.

Fee(s): the subscription or licence fee payable by the Customer as set forth in the applicable Order Form or Platform pricing.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain name rights, rights in get-up, goodwill, rights in designs, database rights, rights in computer software, rights to preserve confidentiality of information (including know-how and trade secrets), and all applications for, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection, now or in the future, in any part of the world.

New Release: a release of the Software that adds functionality, fixes bugs and vulnerabilities, or otherwise updates or upgrades the Software.

Open-Source Software: software licensed under any form of open-source licence meeting the Open Source Initiative's open source definition.

Order Form: a written order form signed by the parties setting out the specific services, fees, and subscription or licence terms.

Platform: OpenFlow's workflow automation platform (including app.OpenFlow.cloud or any successor URL), all related services, documentation, and Website Content — excluding User Content.

Services: the subscription services provided by OpenFlow to the Customer via the Platform.

Software: the computer programs listed in the applicable Order Form and any New Releases provided during the term.

Subscription Term / Term: as set forth in the applicable Order Form or as otherwise specified.

User Content: automated workflows, forum posts, and other content created by users on the Platform.

Virus: any software, code, file or programme that may prevent, impair or adversely affect the operation of any computer software, hardware, network, or telecommunications service, including worms, trojan horses, viruses and similar devices.

Website Content: all content on the Platform owned or licensed by OpenFlow, excluding User Content.

Words in the singular include the plural and vice versa. References to statutes are to those statutes as amended or re-enacted. Words following "including," "include," "in particular," or "for example" are illustrative and do not limit the preceding terms.

2. Account Creation and Security

2.1. You must create an account to use the Platform. All registration information must be accurate and kept up to date.

2.2. You must keep your credentials confidential. If you know or suspect that anyone other than you knows your username or password, notify us promptly at david@usecloser.ai.

2.3. OpenFlow reserves the right to disable any user identification code or password at any time.

2.4. You are responsible for ensuring that all persons who access the Platform through your internet connection comply with these Terms.

3. Licence and User Subscriptions

3.1. Platform users. Upon registration, OpenFlow grants you a personal, non-exclusive, non-transferable, revocable licence to use the Platform for your own internal business purposes, until terminated in accordance with these Terms.

3.2. Enterprise and self-hosted customers. Subject to full payment of the applicable Fee and the terms of the Order Form, OpenFlow grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to use the Services or Software for the Customer's internal business operations during the Subscription Term.

3.3. Scope restrictions. The Customer shall not:

  • copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Services except as expressly permitted;
  • reverse engineer, decompile, disassemble, or otherwise reduce the Software or Services to human-perceivable form, except to the extent permitted by applicable law that cannot be excluded by agreement, and only after first requesting OpenFlow to provide the necessary information or carry out such action at a reasonable fee;
  • access the Services or Software to build a competing product or service;
  • use the Services or Software to provide services to third parties;
  • license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit or make available the Services or Software to any third party other than Authorised Users;
  • introduce or permit the introduction of any Virus into the Services, Software, or OpenFlow's network;
  • use any information obtained through permitted reverse engineering to create substantially similar software.

3.4. The rights granted are to the Customer only and do not extend to any subsidiary or holding company unless expressly agreed.

3.5. The Sustainable Use License (https://github.com/OpenFlow-io/OpenFlow/blob/master/LICENSE.md) continues to apply to the Customer's use of non-enterprise features.

3.6. Self-hosted deployments. Customer may use only one instance activated by a License Key on a single production environment at a time unless the Order Form states otherwise. The License Key may not be combined with a community licence on a production instance.

4. Services and Platform Performance

4.1. OpenFlow shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, at an uptime rate of 99.5%, except for planned maintenance (10:00 am – 5:00 pm German time), unavailability of generic internet services outside OpenFlow's control, force majeure events, actions or inactions of Customer or third parties, failures of Customer equipment or third-party infrastructure, untypical use, scheduled infrastructure maintenance, and unscheduled maintenance outside Business Hours with reasonable notice.

4.2. OpenFlow will provide standard customer support during Business Hours in accordance with its then-current support services policy. Enhanced support may be purchased separately.

4.3. OpenFlow does not guarantee that the Platform or Services will be uninterrupted, error-free, or free from bugs or viruses. You are responsible for configuring your IT environment to access the Platform.

4.4. If you report a substantial error, OpenFlow will seek to correct it within a reasonable time. Where legally permitted, this is your sole remedy.

4.5. OpenFlow may suspend, withdraw, or restrict access to all or part of the Platform for business and operational reasons.

4.6. OpenFlow shall not be liable for losses arising from disruptions to your telecommunications or internet services.

5. New Releases

5.1. OpenFlow will provide all New Releases generally made available to its customers, including bug fixes, enhancements, and security updates.

5.2. New Releases will not materially decrease the overall functionality of the Software.

5.3. The Customer shall install New Releases as soon as reasonably practicable. Failure to do so may result in unresolved bugs or security vulnerabilities, and OpenFlow provides no warranties or guarantees regarding the performance, security, or stability of outdated versions and disclaims all liability for issues arising as a result.

6. Fees and Payment

6.1. Platform subscriptions. A free trial period may be offered, the duration of which will be communicated in the Platform. During the trial the Platform is provided as-is with no guarantees. After trial expiry, continued use of premium services requires payment. Monthly plans are payable in advance at the beginning of each month and may be cancelled at any time (access continues until month-end). Annual plans require non-refundable advance payment for a 12-month period.

6.2. Enterprise and self-hosted licences. Fees are payable on signature of the Order Form, in full every 12 months in advance, via bank transfer within net 15 days of date of invoice. Invoices will be issued by email in standard electronic format (PDF or equivalent) to the billing contact in the Order Form, to the exclusion of any procurement portals or third-party invoicing systems.

6.3. Taxes. The Customer is responsible for all taxes other than OpenFlow's income tax. All fees are exclusive of taxes, levies, or duties. If OpenFlow is legally required to collect taxes for which the Customer is responsible, it will invoice for those amounts unless a valid tax exemption certificate is provided. If the Customer is required to withhold taxes, the Customer shall gross up the payment so OpenFlow receives the full contracted Fees.

6.4. Late payment. Overdue amounts accrue interest at 4% per annum above the European Central Bank's base rate, calculated daily from the due date until actual payment.

6.5. Merchant of record (Platform). Paddle acts as merchant of record for Platform subscription payments. Invoices and payments will appear under the name "Paddle."

6.6. Upgrades and downgrades (Platform). For monthly plans, fee changes take effect on the next billing cycle. For annual plans, upgrades must be paid in advance. Downgrades may cause loss of features or data for which OpenFlow is not liable.

6.7. Plan limit overages. If the Customer exceeds plan limits, OpenFlow may upgrade the account with 14 days' notice, during which the Customer may object.

6.8. Third-party subscriptions. Some features require paid third-party subscriptions, which are separate from OpenFlow fees and subject to the third party's terms.

6.9. Suspension and termination for non-payment. OpenFlow may suspend or terminate access if the Customer fails to pay undisputed Fees within 10 days after written notice, or if Customer's use violates these Terms or applicable law, or risks harm to other customers or service integrity. Advance notice will be given where practicable. If OpenFlow acts without cause, prepaid unused Fees will be refunded pro rata. No refund is owed for suspension or termination for cause. Access will be promptly restored upon resolution.

7. Content on the Platform

7.1. Website Content. OpenFlow is the owner or licensee of all Intellectual Property Rights in the Website Content. You may download Website Content for personal use and share it within your organisation, but you must not modify it.

7.2. User Content standards. User Content must be accurate (where stating facts), genuinely held (where stating opinions), and compliant with applicable law. User Content must not be defamatory, bullying, unlawful, sexually explicit, violent, infringing, deceptive, impersonating, advertising third-party products, or technologically harmful.

7.3. User Content licence. User Content you create is private by default. If you choose to share it publicly, you grant OpenFlow a worldwide, royalty-free, non-exclusive, transferable, sublicensable right to use, modify, and distribute it. OpenFlow grants you a non-exclusive licence to make, use, and share User Content publicly with other users via the Platform. Where OpenFlow independently creates materially similar content, you will have no claims against OpenFlow.

7.4. Prohibited conduct. You must not reverse engineer any part of the Platform or Software. You must not gain or attempt to gain unauthorised access to the Platform, its servers, or connected systems. Any denial-of-service or similar attack constitutes a criminal offence under the Computer Misuse Act 1990, and your right to use the Platform will cease immediately.

8. Intellectual Property Rights

8.1. All Intellectual Property Rights in the Platform, Services, Software, and New Releases belong to OpenFlow or its licensors. The Customer has no rights other than those expressly granted under these Terms.

8.2. Data transmitted through the Platform. All documents, messages, logos, images, files and other information you transmit remain yours. You grant OpenFlow a worldwide, royalty-free, non-exclusive, transferable, sublicensable right to use your data to improve the Platform.

8.3. IP indemnity (Enterprise and self-hosted). OpenFlow will, at its own expense, defend or settle any claim alleging that the Customer's use of the Software in accordance with these Terms infringes US, UK, or EU Intellectual Property Rights of a third party ("Claim"), and will be responsible for reasonable losses, damages, costs (including legal fees), and expenses. This indemnity does not apply where the Claim arises from: (a) use not in accordance with these Terms; (b) use in combination with hardware or software not supplied or specified by OpenFlow, if the infringement would have been avoided otherwise; (c) use of a non-current release; or (d) use of third-party software or breach of third-party terms by the Customer.

8.4. Conditions for IP indemnity. OpenFlow's indemnity obligations are conditional on the Customer: (a) giving prompt written notice of the Claim; (b) making no admission of liability without OpenFlow's written consent; (c) providing reasonable access to premises, personnel, and records; and (d) taking action as OpenFlow reasonably requests to avoid, dispute, or defend the Claim.

8.5. Remedies for IP claims. If a Claim is made or likely, OpenFlow may at its option: (a) procure the right for the Customer to continue using the Software; (b) modify the Software to be non-infringing; (c) replace it with non-infringing software; or (d) terminate and refund Fees paid (less reasonable use charges). Modified or replacement Software must comply with the warranties herein.

8.6. Clause 8.3–8.5 constitutes the Customer's exclusive remedy for IP Claims and is subject to the liability limitations in Section 10.

9. Third-Party Providers

9.1. The Platform and Services may enable access to third-party websites, content, products, and services. Use of these is at the Customer's sole risk.

9.2. OpenFlow makes no representation, warranty, or commitment regarding third-party content, services, or transactions. Any contract or transaction with a third party is between the Customer and that third party.

9.3. Third-party software incorporated into the Software (as listed at https://github.com/OpenFlow-io/OpenFlow/blob/master/packages/cli/package.json) is subject to third-party additional terms.

10. Limitation of Liability

10.1. Unlimited liability. Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

10.2. Exclusion of indirect damages. To the fullest extent permitted by law, neither party shall be liable for any special, indirect, incidental, consequential, or exemplary damages, including loss of profits, data, anticipated savings, business opportunity, goodwill, or reputation, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damage.

10.3. Liability cap. The total liability of OpenFlow under or in connection with these Terms shall not exceed the Fees paid or payable by the Customer during the 12 months immediately preceding the events giving rise to the claim.

10.4. EULA / reseller liability cap. Where the Software is provided under an EULA through a reseller, OpenFlow's total liability shall not exceed the applicable Fee.

10.5. No reliance on external representations. The Customer agrees that it either did not rely on, or shall have no remedy for, any representations not expressly set out in these Terms.

10.6. No services guarantees. The Platform and Software are provided "as is" and "as available." All implied conditions, warranties, representations, or other terms (including as to satisfactory quality, fitness for purpose, or reasonable skill and care) are excluded to the fullest extent permitted by law.

10.7. Delivery dates. All dates supplied for delivery of Software are approximate. OpenFlow shall not be liable for any delay.

10.8. References to "OpenFlow" in this Section 10 include its employees, subcontractors, suppliers, and Affiliates, all of whom benefit from these exclusions and limitations.

11. User and Performance Data

11.1. OpenFlow may use and process data about the Customer's use of the Services or Software for statistics, analytics, and its own business purposes, including maintaining and improving the Services and Software. For self-hosted and EULA deployments, the Customer may opt out.

11.2. Where OpenFlow processes Customer personal data, the Customer acts as data controller and OpenFlow acts as data processor. All processing is subject to the data processing agreement at https://openflow.build/privacy.

12. Confidentiality and Publicity

12.1. Each party shall not, during the term and for two years after termination, disclose confidential information of the other party, except: (a) to employees, officers, representatives, contractors, subcontractors, or advisers who need to know for purposes of this Agreement and who are bound by equivalent obligations; or (b) as required by law, court order, or regulatory authority.

12.2. Confidential information shall only be used to exercise rights and perform obligations under these Terms.

12.3. No party shall make public announcements concerning this Agreement without the other's prior written consent (not unreasonably withheld), except as required by law or regulation.

12.4. OpenFlow is entitled to use the Customer's name and logo on its sales, marketing, and PR materials (including website) for the duration of the Agreement.

13. Export

13.1. Neither party shall export any technical data acquired under this Agreement (or products incorporating such data) in breach of applicable export control laws, including United States export laws and regulations.

13.2. Each party shall contractually oblige any third-party recipient to comply with equivalent export restrictions and shall provide reasonable assistance to enable compliance.

14. Indemnity

14.1. The Customer agrees to indemnify OpenFlow, its affiliates, directors, officers, and employees against all loss, costs, damages, liabilities, and expenses arising out of the Customer's breach of these Terms and/or use of the Platform or Software.

15. Term, Termination, and Suspension

15.1. Platform subscriptions. Your subscription begins on registration and continues until you cancel, OpenFlow terminates your access, or you commit a material breach. You may cancel via the Platform or by emailing david@usecloser.ai

15.2. Enterprise and self-hosted agreements. The term begins on the Effective Date and continues for the duration of the Order Form. After the initial term, the Order Form renews for successive 12-month terms at OpenFlow's then-current list price, unless either party gives at least 30 days' written notice of non-renewal before the current term expires. Changes to service scope require mutually agreed price adjustments.

15.3. Termination for cause. Either party may terminate with immediate effect by written notice if: (a) the other party fails to pay any amount due and remains in default for 30 days after written notice; (b) the other party commits a material breach and (if remediable) fails to remedy it within 30 days of written notice; or (c) the other party suspends, ceases, or threatens to suspend or cease carrying on business.

15.4. Breach remedies (Platform). OpenFlow may take action including immediate, temporary, or permanent withdrawal of access; removal of User Content; legal action; and/or disclosure to law enforcement.

15.5. Effects of termination. On termination: (a) all rights granted cease; (b) the Customer shall cease all authorised activities; and (c) the Customer shall immediately pay all sums due.

15.6. Data deletion. Customer data is usually deleted 6 months after account deactivation unless retention is required by legal, accounting, or regulatory obligations. OpenFlow will email the Customer 30 days before deactivation and deletion.

15.7. Survival. Provisions intended to survive termination (including Indemnity, Liability, Governing Law, Notices, Confidentiality, and Intellectual Property) shall remain in full force and effect. Termination does not affect accrued rights, remedies, obligations, or liabilities.

16. Limited Warranties

16.1. OpenFlow warrants that: (a) it has the right to enter into this Agreement and provide the Services and Software; and (b) the Services and Software shall, under normal operating conditions, substantially conform to the functionality described in applicable documentation or on OpenFlow's website.

16.2. OpenFlow does not warrant that the Services or Software will be uninterrupted or error-free.

16.3. The Customer accepts responsibility for selecting the Services or Software to achieve its intended results and acknowledges they have not been developed to meet the Customer's individual requirements.

16.4. Warranties do not apply to any Open-Source Software incorporated in the Services or Software. Such software is provided "as is."

16.5. The Customer warrants compliance with all applicable laws, regulations, and codes of conduct.

16.6. The Services and Software are provided "as is" and "as available." All other conditions, warranties, or terms (whether implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law.

17. General Provisions

17.1. Waiver

A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise any right shall not waive that or any other right.

17.2. Severability

If any provision is found invalid, illegal, or unenforceable, it shall be deemed deleted without affecting the remainder. The parties shall negotiate in good faith to agree a replacement provision achieving the intended commercial result.

17.3. Entire Agreement

These Terms (including any Order Form, schedules, and annexes) constitute the entire agreement and supersede all prior agreements, arrangements, and understandings. Each party acknowledges that it does not rely on any representation not expressly set out herein. Nothing in this clause limits liability for fraud.

17.4. Assignment

Neither party may assign this Agreement without the other's prior consent, except in connection with a merger, reorganisation, acquisition, or transfer of all or substantially all assets or voting securities (with notice to the other party). Non-permitted assignments are void.

17.5. No Partnership or Agency

Nothing in these Terms establishes any partnership, joint venture, or agency between the parties.

17.6. Third-Party Rights

No person who is not a party shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, without prejudice to any other right or remedy available apart from that Act.

17.7. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control. If delay or non-performance continues for more than 30 days, the unaffected party may terminate by giving 30 days' written notice.

17.8. Counterparts

This Agreement may be executed in counterparts, each constituting an original, but together forming one agreement.

18. Notices

18.1. To OpenFlow: Legal and contractual notices must be sent in writing to david@usecloser.ai, or by post to OpenFlow.

18.2. To the Customer: Notices will be sent to the email address in the applicable Order Form or the email used to subscribe to the Platform. Notices materially impacting your rights will be sent by email.

18.3. Notices are deemed received at the time of transmission, or if outside Business Hours, when Business Hours resume. If delivered by hand, at the time of delivery; if by first-class post, at 9:00 am on the second Business Day after posting.

18.4. This clause does not apply to service of legal proceedings.

19. Governing Law and Jurisdiction

19.1. These Terms are governed by and construed in accordance with the law of England and Wales.

19.2. The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms (including non-contractual disputes).

19.3. Consumer users may also benefit from mandatory provisions of the law of their country of residence.

20. Changes to These Terms

OpenFlow may update these Terms from time to time. Changes will be published with the date they take effect.

If you intend to redline these Terms, please contact your OpenFlow sales representative for a Word version.