TERMS & CONDITIONS

General Terms Governing the Use of ExactFlow Products and Services

Effective Date: 1 April 2026 | Version 1.0

These Terms & Conditions ('T&C') govern all aspects of the contractual relationship between ExactFlow p.s.a. and its Clients. They apply in addition to — and are to be read together with — the Terms of Service, Terms of Use, Privacy Policy, Cookie Policy, and any applicable Order Form. By accessing or using ExactFlow services, you agree to be bound by these T&C.

1. Parties and Contracting Entity

These Terms & Conditions are entered into between:

...and the Client: any legal entity, individual entrepreneur (przedsiębiorca), or other business party that registers for, subscribes to, or otherwise accesses ExactFlow's Platform and Services. These T&C apply exclusively to business-to-business (B2B) relationships. ExactFlow does not provide services directly to consumers acting outside the scope of trade, business, or profession.

2. Scope of Application

2.1 Hierarchy of Documents

The contractual relationship between ExactFlow and a Client is governed by the following documents, listed in order of precedence in the event of conflict:

2.2 Entire Agreement

Together, the documents listed in Section 2.1 constitute the entire agreement between the parties relating to the subject matter herein and supersede all prior proposals, negotiations, correspondence, representations, and agreements, whether oral or written.

2.3 Amendments

ExactFlow reserves the right to amend these T&C at any time. Amendments will be communicated by email and/or Platform notification at least 30 days before the effective date. Continued use of the Platform after the effective date constitutes acceptance of the amended T&C. Clients who do not accept an amendment may terminate their Subscription before the effective date without penalty, provided written notice is given.

3. Nature of Services

3.1 SaaS Platform

ExactFlow provides a cloud-based Software-as-a-Service (SaaS) platform for multichannel eCommerce management. The Platform includes:

• Order management, inventory synchronization, and fulfillment automation tools

• Integration connectors for third-party marketplaces (Amazon, eBay, Shopify, Allegro, AliExpress, Flipkart, Lazada, Mercari, Ozon, Shopee, Walmart, Wayfair, and others)

• AI Agents: Axel (Support), Zane (Sales), Tesa (Purchasing), Raya (Finance), Kai (Operations), Nia (HR)

• Analytics, reporting, and business intelligence dashboards

• API access for system integration

• Customer support services

3.2 AI-Powered Features

ExactFlow's AI Agents are advanced automation tools. The Client acknowledges that AI-generated outputs are recommendations and analytical insights, not professional advice. ExactFlow does not guarantee the accuracy, completeness, or fitness for purpose of AI Agent outputs. The Client retains full responsibility for all business decisions, including those informed by AI outputs.

3.3 Subcontracting

ExactFlow may engage subcontractors and sub-processors to deliver aspects of the Services. ExactFlow remains responsible to the Client for the performance of subcontracted obligations. Sub-processors handling personal data are subject to the obligations set out in ExactFlow's Data Processing Agreement.

3.4 Future Features

ExactFlow continuously develops the Platform. New features, integrations, or AI agents may be added during the Subscription Term. ExactFlow may also modify, deprecate, or discontinue features with at least 30 days' advance notice, unless required urgently for security or legal compliance reasons.

4. Client Obligations

4.1 General Obligations

The Client agrees to:

• Use the Platform only for lawful business purposes and in compliance with all applicable laws and regulations

• Provide accurate, complete, and current information at registration and throughout the term of the agreement

• Cooperate with ExactFlow where reasonable to enable service delivery

• Maintain the confidentiality and security of Account credentials

• Promptly notify ExactFlow of any suspected security breach or unauthorized access

• Ensure all Authorized Users are aware of and comply with ExactFlow's Terms of Use

4.2 Technical Requirements

The Client is responsible for maintaining adequate internet connectivity, compatible hardware, and supported web browsers necessary to access the Platform. ExactFlow's minimum system requirements are published in the Documentation.

4.3 Compliance with Third-Party Marketplace Terms

Where the Client connects third-party marketplace accounts to the Platform, the Client is solely responsible for compliance with the terms and policies of those marketplaces. ExactFlow bears no liability for the Client's non-compliance with marketplace rules, account suspensions, or penalties imposed by marketplace operators.

4.4 Prohibited Uses

The Client must not use the Platform:

• To process, store, or transmit data in violation of any applicable law or regulation

• In a manner that infringes the intellectual property rights of any third party

• To conduct activities that are fraudulent, deceptive, or harmful to ExactFlow, other clients, or third parties

• In any way that could damage, disable, overburden, or impair the Platform infrastructure

• To develop a product or service that competes with ExactFlow

5. Fees, Invoicing, and Taxes

5.1 Subscription Fees

The Client shall pay Fees in accordance with the Subscription plan selected at registration or as otherwise agreed in an Order Form. Current pricing is published at www.exactflow.com/en/pricing and is subject to change in accordance with Section 4.6 of the Terms of Service.

5.2 Invoicing

ExactFlow issues electronic invoices (faktury elektroniczne) in accordance with Polish VAT law (Ustawa z dnia 11 marca 2004 r. o podatku od towarów i usług). Invoices are delivered to the Client's registered email address. The Client consents to receiving invoices in electronic form by accepting these T&C. Where required, ExactFlow will issue VAT invoices with the Client's NIP (tax identification number) as provided at registration.

5.3 Taxes

All Fees are stated exclusive of VAT and other applicable taxes unless expressly stated otherwise. The Client is responsible for all taxes applicable in its jurisdiction. For EU Clients registered for VAT, the reverse-charge mechanism may apply to intra-EU B2B supplies. ExactFlow will apply the appropriate VAT treatment based on the information provided by the Client at registration.

5.4 Currency and Payment

Fees are payable in PLN or EUR as displayed at checkout. ExactFlow accepts payment by credit/debit card, bank transfer (SEPA and domestic przelew bankowy), and other methods made available in the Platform. All payment card transactions are processed by PCI-DSS certified processors.

5.5 Fee Disputes

The Client must raise any invoice dispute in writing within 14 days of receipt. Undisputed amounts remain due and payable on time. ExactFlow will investigate disputed amounts and issue a credit note or corrected invoice as appropriate. Failure to raise a dispute within 14 days constitutes acceptance of the invoice.

6. Intellectual Property

6.1 ExactFlow IP

All intellectual property rights in the Platform, including software, source code, AI models, algorithms, interfaces, documentation, branding, and all materials produced by ExactFlow, are and remain the exclusive property of ExactFlow p.s.a. or its licensors. No rights are transferred to the Client other than the limited access license described in the Terms of Service.

6.2 Client IP and Data

As between the parties, the Client retains all ownership rights in Client Data. The Client grants ExactFlow a limited, worldwide, royalty-free license to process Client Data solely to deliver the Services. ExactFlow makes no claim of ownership over Client Data.

6.3 Feedback

Any feedback, suggestions, or ideas provided by the Client or Authorized Users regarding the Platform ('Feedback') may be freely used by ExactFlow to improve its products and services. No compensation is owed to the Client for Feedback, and ExactFlow shall own all intellectual property arising from implementation of Feedback.

6.4 Brand and Trademark

The Client may not use ExactFlow's name, logo, trademarks, or AI agent names in any external communication, marketing, or publication without ExactFlow's prior written consent. ExactFlow may reference the Client as a customer in its marketing materials unless the Client requests otherwise in writing.

7. Confidentiality

Each party ('Receiving Party') undertakes to keep confidential all non-public information disclosed by the other party ('Disclosing Party') that is designated as confidential or would reasonably be understood to be confidential. This obligation applies throughout the term of the Agreement and for a period of three (3) years after its termination. Exceptions apply where the information:

• Is or becomes publicly available through no fault of the Receiving Party

• Was already known to the Receiving Party prior to disclosure

• Is independently developed by the Receiving Party without use of the Disclosing Party's information

• Is required to be disclosed by law, court order, or competent authority — in which case the Receiving Party must give prompt notice to the Disclosing Party where legally permitted

8. Representations and Warranties

8.1 Mutual Representations

Each party represents and warrants that: (a) it is duly organized and in good standing; (b) it has full power and authority to enter into and perform its obligations under these T&C; and (c) these T&C constitute valid and binding obligations enforceable in accordance with their terms.

8.2 Client Representations

The Client additionally represents and warrants that:

• All information provided to ExactFlow is accurate and complete

• It has obtained all necessary consents and authorizations for the Client Data it submits to the Platform

• Its use of the Platform does not violate any applicable law, regulation, or third-party rights

• It is acting in a business capacity and not as a consumer for the purposes of these T&C

9. Liability and Indemnification

9.1 Limitation of Liability

ExactFlow's total aggregate liability to the Client arising under or in connection with these T&C shall not exceed the total Fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim. ExactFlow shall not be liable for any indirect, consequential, incidental, special, or punitive damages, loss of profits, loss of data, or business interruption, regardless of whether ExactFlow has been advised of the possibility of such damages. These limitations reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.

9.2 Exceptions

Nothing in these T&C limits or excludes either party's liability for: (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under Polish or EU mandatory law.

9.3 Client Indemnification

The Client shall indemnify and hold harmless ExactFlow and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Client's breach of these T&C; (b) infringement of third-party rights by Client Data; (c) Client's violation of applicable law; or (d) Client's use of third-party marketplace integrations.

10. Force Majeure

Neither party shall be in breach or liable for any delay in performance or non-performance of obligations under these T&C to the extent that such delay or failure is caused by a Force Majeure Event — defined as any event beyond the affected party's reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, actions of government or regulatory authorities, power failures, telecommunications failures, or failures of third-party infrastructure.

The affected party must: (a) notify the other party promptly of the Force Majeure Event and its likely duration; (b) use reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably possible. If a Force Majeure Event continues for more than 60 days, either party may terminate the Agreement without liability on 14 days' written notice.

11. Termination and Consequences

11.1 Termination for Breach

Either party may terminate these T&C immediately on written notice if the other party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach capable of remedy and fails to remedy it within 14 days of written notice; or (c) becomes insolvent, enters administration, receivership, liquidation, or equivalent proceedings under applicable law.

11.2 Effect of Termination

Upon termination of these T&C for any reason:

• All licenses granted to the Client immediately terminate

• The Client must cease all use of the Platform and delete any downloaded materials

• The Client has 30 days to export Client Data via Platform export tools

• All outstanding Fees become immediately due and payable

• Provisions that by their nature should survive termination shall continue in force, including Sections 6, 7, 9, 11.2, and 12

11.3 No Liability for Lawful Termination

Termination of these T&C in accordance with its terms does not entitle either party to claim damages or compensation solely as a result of the termination, save for accrued rights and obligations.

12. Governing Law, Jurisdiction, and Dispute Resolution

12.1 Governing Law

These T&C and all disputes arising from or in connection with them are governed by and construed in accordance with the laws of the Republic of Poland (in particular the Polish Civil Code — Kodeks cywilny), without regard to its conflict of law provisions. Applicable EU law, including the GDPR, EU AI Act, and eCommerce Directive, takes precedence where applicable.

12.2 Dispute Resolution — Amicable

The parties shall first attempt to resolve any dispute amicably through good-faith negotiation. Either party may initiate this process by delivering written notice specifying the nature of the dispute. The parties shall have 30 days from the date of notice to attempt resolution.

12.3 Jurisdiction

If amicable resolution fails, the parties submit to the exclusive jurisdiction of the competent courts of the city of Warsaw, Poland (Sąd właściwy dla m.st. Warszawy). ExactFlow retains the right to seek emergency injunctive relief in any court of competent jurisdiction.

12.4 Language

These T&C are drafted in English. In the event of any translation, the English version shall prevail.

13. Miscellaneous

13.1 Notices

All formal notices under these T&C shall be in writing and sent by email (to legal@exactflow.com for ExactFlow, and to the registered account email for the Client) or by registered post to the respective registered addresses. Notices take effect upon confirmed receipt or, if sent by post, three (3) business days after dispatch.

13.2 Assignment

The Client may not assign, transfer, or novate its rights or obligations under these T&C without ExactFlow's prior written consent. ExactFlow may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, upon written notice.

13.3 Severability

If any provision of these T&C is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

13.4 No Waiver

Failure or delay by either party in exercising any right or remedy under these T&C shall not constitute a waiver of that right or remedy.

13.5 Relationship of Parties

Nothing in these T&C creates a partnership, joint venture, employment, or agency relationship between ExactFlow and the Client. Each party acts as an independent contractor.

13.6 Third-Party Rights

These T&C are for the sole benefit of the parties hereto. No third party shall have any rights or remedies under these T&C.

14. Contact

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