Terms of Service | Sysflows

These Terms of Service ("Terms") are a binding agreement between Sysflows Corporation, a corporation incorporated under the laws of the State of Delaware, United States, with registered office at 8 The Green #19288, Dover, DE 19901, United States ("Sysflows", "we", "us", or "our"), and the individual or entity that registers for, accesses, or uses the Service ("Customer", "you", or "your"). Sysflows and Customer are each a "party" and together the "parties".

By creating an account, clicking "I agree" (or a similar control), or otherwise accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "Customer" refers to that organisation. If you do not agree, do not access or use the Service.

1. Definitions

1.1 "Service" means the Sysflows cloud-hosted help-desk and service-operations platform, including the web application, any mobile or desktop applications, the embeddable chat widget, hosted web forms, the customer portal, application programming interfaces (APIs), and the marketing website at https://sysflows.com, together with all related features, content, and documentation we make available.

1.2 "Account" means the Customer account provisioned for your organisation, including its isolated tenant database and configuration.

1.3 "Agent" or "Seat" means a named user account within your Account that can sign in and perform work in the Service. Billing is calculated per active Agent.

1.4 "Authorised Users" means your Agents and any other individuals you permit to access the Service under your Account.

1.5 "End Users" means your own customers, clients, or contacts who interact with you through the Service, for example by emailing a connected mailbox, using the chat widget, submitting a form, messaging a connected channel, or signing in to your customer portal. End Users are not party to these Terms.

1.6 "Customer Data" means all data, content, and materials that you or your Authorised Users or End Users submit to, store in, or transmit through the Service, including ticket content, messages, contact and organisation records, files, list and form data, and case records.

1.7 "AI Features" means features of the Service that use machine-learning or large-language models to assist with tasks such as triage, summarisation, draft replies, classification, embeddings, and autonomous AI agents.

1.8 "Subscription" means your paid (or trial) right to access the Service for a defined term and Agent count, as described in Section 5.

1.9 "Documentation" means our then-current published guides and help materials for the Service.

2. Eligibility and accounts

2.1 Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business use, not for personal, household, or consumer purposes.

2.2 Registration. You agree to provide accurate, current, and complete information when creating your Account and to keep it up to date.

2.3 Account security. You are responsible for safeguarding credentials for your Account and all Authorised Users, for all activity that occurs under your Account, and for ensuring your Authorised Users comply with these Terms. Notify us promptly at legal@sysflows.com of any suspected unauthorised access or security breach.

2.4 Authorised Users. You may provision Agent seats up to the limit allowed by your plan. You are responsible for your Authorised Users' acts and omissions as if they were your own.

3. The Service

3.1 Description. Sysflows is a configurable, multi-tenant software-as-a-service platform that consolidates customer communications across multiple channels (email, live chat, web forms, SMS, messaging and chat apps, webhooks, and programmatic intake) into a shared workspace, and provides tools to track, automate, and resolve the work those communications create, including ticketing, cases, forms and lists, workflow automation, a knowledge base, a customer portal, reporting, and AI Features.

3.2 Configuration. Many aspects of the Service (including categories of work, captured fields, lifecycle stages, automations, data tables, and branding) are configured by you as administrator. You are responsible for your configuration choices and their results.

3.3 Changes to the Service. We may modify, add, or remove features of the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without reasonable notice. Beta, preview, or experimental features may be offered "as is" and may be changed or withdrawn at any time.

3.4 Third-party channels and integrations. The Service connects to third-party platforms and services (for example email providers, Twilio, Meta, Telegram, Slack, Microsoft Teams, Discord, Stripe, and AI providers). Your use of those platforms is also governed by their own terms, and their availability, rate limits, and policies (such as messaging-window rules and message templates) are outside our control. We are not responsible for third-party platforms, including any suspension, change, or discontinuation of their services.

4. Acceptable use

4.1 Compliance. You will use the Service only for lawful purposes and in compliance with these Terms, the Documentation, applicable law, and the terms of any connected third-party platform.

4.2 Prohibited conduct. You will not, and will not permit anyone to:

(a) send unsolicited bulk or marketing messages (spam), or violate anti-spam, telemarketing, or electronic-messaging laws (for example CAN-SPAM, CASL, TCPA, GDPR/ePrivacy, or local equivalents);

(b) upload or transmit unlawful, infringing, defamatory, harassing, or harmful content, or malicious code;

(d) probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measures, except under a security-testing arrangement we have approved in writing;

(e) interfere with or disrupt the integrity or performance of the Service, including through excessive automated requests or by circumventing usage limits;

(f) reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by law;

(g) resell, sublicense, or provide the Service to third parties except as expressly permitted (for example operating support on behalf of your own clients within your Account), or use the Service to build a competing product;

(h) use the Service to collect, store, or process sensitive data categories for which the Service is not intended or appropriate, except where expressly agreed; or

(i) use AI Features to generate unlawful, deceptive, or harmful content, or in any way that violates the acceptable-use or usage policies of the underlying AI providers.

4.3 Enforcement. We may investigate suspected violations and may remove content or suspend access as described in Section 11. We are not obligated to monitor Customer Data but may do so to operate, secure, and improve the Service and to enforce these Terms.

5. Subscriptions, fees, and billing

5.1 Plans and pricing. The Service is offered on subscription plans billed per active Agent, at the prices and on the terms set out at the point of purchase or in an order form. Prices may be quoted in Australian Dollars (AUD), US Dollars (USD), or Euros (EUR).

5.2 Free trial. We may offer a free trial for a stated period, which does not require a payment method up front. At the end of the trial, your trial access will expire unless you purchase a paid plan. We may modify or discontinue trials at any time. Trial Accounts are provided "as is" without warranty.

5.3 Per-seat billing. Charges are based on the number of active Agents in your Account during the billing period. When you add Agents mid-term, the additional seats are charged on a pro-rata basis for the remainder of the then-current billing period; when you remove Agents, the change is reflected in your next billing period as described in the Documentation.

5.4 Payment. Recurring fees are billed in advance on a monthly or annual basis (as selected at purchase) through our payment processor, Stripe. You authorise us and our payment processor to charge your payment method for all fees due. You are responsible for providing valid, current payment information.

5.5 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes, excluding taxes on our net income.

5.6 Renewal. Subscriptions renew automatically for successive periods equal to the prior term unless cancelled before the end of the then-current period, as described in Section 11. By subscribing, you authorise recurring charges until you cancel.

5.7 Late or failed payment. If a charge fails or fees are overdue, we may retry the charge, suspend the Service, and/or charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law. Following a failed or overdue payment we may, at our discretion and without obligation, allow a grace period of up to 10 days (during which access may continue with renewal reminders) before suspending the Service.

5.8 Price changes. We may change prices effective at the start of your next renewal term by giving at least 30 days' notice. Continued use after the change takes effect constitutes acceptance.

5.9 No refunds. Except as required by law or expressly stated in these Terms, payments are non-refundable and there are no refunds or credits for partial periods, unused Agent seats, or unused features.

6. Customer Data and ownership

6.1 Ownership. As between the parties, you own all right, title, and interest in Customer Data. We claim no ownership of it.

6.2 Licence to us. You grant us a worldwide, non-exclusive licence to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, maintain, and support the Service, to prevent or address technical or security issues, and as otherwise permitted by these Terms, the DPA, and our Privacy Policy (available at https://sysflows.com).

6.3 Your responsibilities. You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data, for obtaining all rights, consents, and permissions necessary to collect it and have it processed through the Service (including consents required to message End Users through the relevant channels), and for the configuration of your Account.

6.4 Roles under data-protection law. Consistent with our Privacy Policy, we distinguish (a) personal data for which we act as controller (such as information about your administrators and billing contacts, and visitors to our website), which is handled under our Privacy Policy; and (b) personal data within Customer Data, for which you are the controller (or a processor acting for your own controllers) and we act as your processor, processing it only on your documented instructions. Our processing of Customer Data is governed by our Data Processing Agreement ("DPA"), which is incorporated into these Terms by reference and which prevails over these Terms in the event of a conflict on the subject of data protection. The DPA addresses, among other things, security measures, sub-processors, international transfers, breach notification, and return or deletion of Customer Data. Where you require a signed DPA, contact privacy@sysflows.com.

6.4.1 End-user requests. If an End User submits a privacy or data-subject request to us relating to Customer Data, we will, where legally permitted, direct that person to you as the controller. You are responsible for responding to such requests, with our reasonable assistance as set out in the DPA.

6.5 End Users. You are responsible for your relationship with your End Users, including providing any notices and terms governing their interactions with you through the Service. These Terms do not create any agreement between Sysflows and your End Users.

6.6 Aggregated and de-identified data. We may generate and use aggregated or de-identified data that does not identify you, any End User, or any individual, to operate, analyse, and improve the Service. Such data is not Customer Data.

6.7 Deletion and return. Upon termination or expiry, we will, at your election and as further described in the DPA, make Customer Data available for export for 30 days, after which we will return and/or delete Customer Data in accordance with the DPA, except to the extent retention is required by applicable law (in which case we will continue to protect it and limit further processing). Residual copies may persist in routine backups for a limited period before being overwritten in the ordinary course. Personal data for which we are the controller (such as account and billing-contact data) is retained as described in our Privacy Policy.

6.8 Security. We maintain technical and organisational measures designed to protect Customer Data, including encryption of Customer Data at rest and in transit, and an information-security program designed to be aligned with the ISO/IEC 27001 framework. These measures are described further in the DPA. We do not represent that the Service is certified to any standard unless we expressly state so in writing and can evidence the certification.

7. AI Features

7.1 How AI Features work. Certain features use third-party AI models to provide assistance such as triage suggestions, summaries, draft replies, classification, semantic search, and autonomous AI agents. These models, currently including Anthropic Claude and GLM large-language models and embedding models, are accessed through Amazon Web Services' Amazon Bedrock service; the models available, and any default or customer-selected model choices, may change over time. AI Features may be enabled or disabled by you at the feature level.

7.2 No model training. We do not use Customer Data, including Customer Content processed through AI Features, to train our own or any third party's general-purpose or foundational AI or machine-learning models. AI processing is performed solely to deliver the Service to you. Our access to AI models is provided through Amazon Web Services' Amazon Bedrock service under AWS's service terms, under which AWS acts as a processor, does not use the inputs or outputs we send to train models, and does not share them with the third-party model providers. This commitment is addressed further in our Privacy Policy and DPA.

7.3 Human oversight. AI output is generated automatically and may be inaccurate, incomplete, or unsuitable for a given situation. AI Features are intended to assist, not replace, human judgment. Where you configure AI agents to act autonomously (including any "trusted" settings that auto-apply actions), you are solely responsible for the configuration and for the resulting actions, and we are not liable for actions an AI agent takes in accordance with your configuration. You should review AI output before relying on it, especially for material decisions.

7.4 No professional advice. AI output does not constitute legal, financial, medical, or other professional advice.

7.5 Provider terms. Your use of AI Features is subject to the usage policies of the underlying AI providers. You will not submit inputs, or use outputs, in violation of those policies or applicable law.

7.6 Usage limits. AI Features may be subject to usage limits, quotas, or entitlement caps based on your plan. AI usage is metered against your plan's token allowance, and different models may draw against that allowance at different published rates ("model weights"), as shown at the point of model selection and on our pricing page. We may adjust model weights prospectively, for example when a provider's pricing changes; adjustments take effect no earlier than the start of your next billing period.

8. Intellectual property

8.1 Our IP. The Service, including all software, designs, text, graphics, and other content we provide (excluding Customer Data), and all related intellectual property rights, are owned by us or our licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription term for your internal business purposes.

8.2 Restrictions. Except as expressly permitted, you may not copy, modify, distribute, sell, or create derivative works of the Service, or remove or alter any proprietary notices.

8.3 Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

8.4 Trademarks. "Sysflows" and our logos are our trademarks. You may not use them without our prior written consent, except to factually identify your use of the Service.

9. Confidentiality

9.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including the terms of any order form, the non-public features of the Service, and your Customer Data.

9.2 The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need to know and are bound by confidentiality obligations.

9.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without obligation, is independently developed, or is rightfully obtained from a third party; and do not prevent disclosure required by law, provided the receiving party gives reasonable notice where permitted.

10. Service availability and support

10.1 Availability. We will use commercially reasonable efforts to make the Service available, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable during planned maintenance, emergency maintenance, or due to events beyond our reasonable control.

10.2 Service levels. We do not provide a contractual uptime commitment under these Terms unless agreed in a separate written service-level agreement.

10.3 Support. Support is provided as described in the Documentation or your plan.

11. Suspension and termination

11.1 Termination by you. You may cancel your Subscription at any time through your Account settings or by contacting us. Cancellation takes effect at the end of the then-current billing period, and you will not be charged for subsequent periods. Already-paid fees are non-refundable.

11.2 Termination by us. We may terminate or suspend these Terms or your access to the Service: (a) for material breach not cured within 30 days of notice; (b) immediately for non-payment, a security or legal risk, or a violation of Section 4; or (c) on 30 days' notice for convenience, in which case we will provide a pro-rata refund of pre-paid, unused fees.

11.3 Suspension. We may suspend your Account or specific features, without liability, if we reasonably believe doing so is necessary to protect the Service, other customers, End Users, or third parties, or to comply with law. We will use reasonable efforts to give notice and restore access promptly once the cause is resolved.

11.4 Effect of termination. On termination, your right to use the Service ends, and you must stop using it. Section 6.7 governs export and deletion of Customer Data. Provisions that by their nature should survive (including Sections 6, 8, 9, 12, 13, 14, and 16) will survive.

12. Warranties and disclaimers

12.1 Mutual. Each party represents that it has the authority to enter into these Terms.

12.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL AI FEATURES, CONTENT, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. YOU USE THE SERVICE, AND RELY ON ANY OUTPUT (INCLUDING AI OUTPUT), AT YOUR OWN RISK.

13. Limitation of liability

13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exclusions from the cap. The limitations in this Section 13 do not apply to: (a) your obligation to pay fees; (b) your indemnification obligations under Section 14.1; (c) your breach of Section 4 (Acceptable Use) or Section 8 (intellectual-property restrictions); or (d) any liability that cannot be excluded or limited under applicable law. Nothing in these Terms excludes or limits any liability that applicable law does not permit to be excluded or limited; subject only to that, all other liability of Sysflows is capped as set out in Section 13.2.

13.4 Basis of the bargain. The parties agree that these limitations are an essential basis of the bargain and reflect an allocation of risk between them.

14. Indemnification

14.1 By you. You will defend, indemnify, and hold harmless Sysflows and its affiliates from and against any third-party claims, damages, and costs (including reasonable legal fees) arising out of or relating to: (a) Customer Data; (b) your use of the Service in violation of these Terms or applicable law; (c) your messaging of End Users or your failure to obtain required consents; or (d) your products or services.

14.2 By us. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party's intellectual-property rights, and will indemnify you for amounts finally awarded by a court or agreed by us in settlement of that claim. If the Service is, or in our opinion is likely to become, the subject of such a claim, we may at our sole option and expense: (a) procure the right for you to continue using the Service; (b) modify or replace it so that it is non-infringing; or (c) terminate the affected Service and refund any pre-paid, unused fees for it. The foregoing states our entire liability, and your sole and exclusive remedy, for any claim of intellectual-property infringement. This Section 14.2 does not apply to, and we have no obligation or liability for, claims arising from or relating to: Customer Data; output generated by AI Features; your configuration of the Service; combinations of the Service with non-Sysflows products, data, or services; modifications not made by us; or use of the Service in violation of these Terms. Our liability under this Section 14.2 is subject to the limitations in Section 13.

14.3 Procedure. The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence, and provide reasonable cooperation. The indemnifying party may not settle a claim in a way that imposes liability or admission on the other party without consent.

15. Modifications to these Terms

15.1 We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example by email or in-app notice) before they take effect. Changes become effective on the date stated in the notice. Your continued use of the Service after that date constitutes acceptance. If you do not agree, you must stop using the Service and may cancel as described in Section 11.

16. Governing law and disputes

16.1 Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules.

16.2 Venue and dispute resolution. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, United States, and each party waives any objection to venue in those courts. To the maximum extent permitted by applicable law, each party waives any right to a jury trial, and any dispute will be brought only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding.

16.3 Informal resolution. Before initiating a formal dispute, the parties agree to attempt in good faith to resolve it by contacting legal@sysflows.com.

17. General

17.1 Entire agreement. These Terms, together with any order form, the Privacy Policy, the DPA, and the Acceptable Use rules referenced here, constitute the entire agreement between the parties and supersede all prior agreements on the subject.

17.2 Order of precedence. In the event of a conflict, a signed order form prevails over these Terms, and these Terms prevail over the Documentation, unless expressly stated otherwise.

17.3 Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

17.4 Subcontractors. We may use affiliates and third-party sub-processors to provide the Service, and remain responsible for their performance as set out in the DPA. Sub-processors that process Customer Data currently include Amazon Web Services (cloud hosting and infrastructure, and AI/LLM processing via Amazon Bedrock for in-product AI Features). Our use of, and any changes to, sub-processors is governed by the DPA.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, outages of third-party platforms or networks, and governmental actions.

17.6 Notices. Notices to us should be sent to legal@sysflows.com, or by post to Sysflows Corporation, 8 The Green #19288, Dover, DE 19901, United States. Notices to you may be sent to the email or address associated with your Account or posted in the Service.

17.7 Waiver and severability. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary.

17.8 No third-party beneficiaries. Except as expressly stated, these Terms do not create any third-party beneficiary rights.

17.9 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.

17.10 Export and sanctions. You will comply with applicable export-control and sanctions laws and will not use the Service in violation of them.

18. Contact

Questions about these Terms can be sent to:

Sysflows Corporation
8 The Green #19288, Dover, DE 19901, United States
Email: legal@sysflows.com
Privacy and data-protection enquiries: privacy@sysflows.com
Website: https://sysflows.com