Flow Finance Inc. — Terms & Conditions

Last Updated: November 26th, 2025

These Terms & Conditions (these “Terms”) form a binding agreement between Flow Finance Inc. (“Flow Finance,” “we,” “us,” or “our”) and the entity or person that accepts them (“Client,” “you,” or “your”).

If you accept on behalf of an entity, you represent you are authorized to bind that entity.

PLEASE READ CAREFULLY: THESE TERMS REQUIRE BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS-ACTION WAIVER (SEE SECTION 11).

1. Scope of Services

Flow Finance provides bookkeeping, financial operations, and related back-office services as described in your signed proposal or order form (the “Order Form”).

Flow Finance is not a CPA firm and does not provide audit, tax, legal, or investment advice.

All Services are performed under your management’s direction and rely on the information and access you provide.

Flow Finance relies on the completeness and accuracy of information provided by the Client and does not audit or independently verify that information.

2. Client Responsibilities

You must provide timely, complete, and accurate financial information and maintain access to all required systems (e.g., QuickBooks, payroll, bank accounts).

We may rely on the information you provide without independent verification.

Delays or interruptions caused by the Client’s failure to provide access, information, or approvals do not relieve payment obligations and do not constitute a breach by Flow Finance.

3. Third-Party Payment Authorization (If Applicable)

If Flow Finance facilitates vendor, payroll, or tax payments on your behalf:

a. Authorization. You authorize Flow Finance to transmit payment instructions that you provide or approve.

b. ACH Authorization. Client authorizes Flow Finance to initiate ACH debits and credits consistent with NACHA rules and to correct erroneous entries if required by law.

c. Responsibility. You remain solely responsible for the accuracy, completeness, and authorization of all payment details.

d. Limitation of Liability. Flow Finance acts only as an intermediary and shall not be liable for any errors, duplications, delays, or misdirected funds except where caused by our gross negligence, willful misconduct, or fraud.

e. Indemnification. You agree to indemnify and hold Flow Finance harmless from any losses or claims arising from payments executed per your instructions, except where caused by our gross negligence or willful misconduct.

f. Survival. This section survives termination.

4. Fees, Payments, and Refunds

4.1 Fees. Fees are as listed in your Order Form.

4.2 Billing & Payment. Invoices are issued monthly unless otherwise stated and are due via ACH or card on file. Late balances accrue 1.5% monthly interest (or the maximum allowed by law).

4.3 Automatic Renewal. Engagements automatically renew for the same term unless either party gives 30 days’ written notice prior to renewal.

4.4 Refunds and No-Clawback Policy.

All payments—current, historical, or prepaid—are non-refundable.

Fees are earned when due because Flow Finance allocates personnel, scheduling, and system resources upon engagement.

Flow Finance’s performance is considered satisfied when our personnel and systems are made available to perform Services, even if Client delays or limits access.

Discretionary, partial, or unused work cannot be clawed back, withheld, or offset under any circumstance.

Client may not reverse or offset payments except in cases of fraud or willful misconduct by Flow Finance.

5. Data, Privacy, and Security

Client data remains your property. Flow Finance may use aggregated, anonymized data for benchmarking or analytics.

We maintain commercially reasonable security controls and may store or process data in the United States.

In the event of a confirmed breach involving unauthorized access to your data, Flow Finance will notify you promptly and cooperate on mitigation.

Flow Finance is not responsible for unauthorized access to data where commercially reasonable safeguards were in place.

6. Artificial Intelligence and Automation

Flow Finance may use AI or automation tools to support Services. AI outputs can occasionally be incomplete or inaccurate. Clients should review all AI-generated content before relying on it for decisions.

7. Intellectual Property

Flow Finance retains ownership of its platform, tools, templates, and methods.

You receive a limited, non-exclusive license to use Deliverables internally for your business purposes.

Feedback you provide may be used by Flow Finance royalty-free and without restriction.

All Flow Finance proprietary materials and templates remain confidential and may not be shared outside the Client’s organization.

8. Non-Solicitation

Client agrees not to solicit or hire any Flow Finance employees, agents, or subcontractors involved in providing Services during the engagement or within twelve months after it ends. General job postings not directed at Flow Finance personnel do not count as solicitation.

Hiring directly requires Flow Finance’s consent and a 25% conversion fee.

9. Limitation of Liability

Except for fraud, willful misconduct, or gross negligence, Flow Finance’s total liability under these Terms is limited to the greater of:

The total fees paid to Flow Finance in the twelve (12) months preceding the event giving rise to the claim, or USD $100.

Flow Finance shall not be liable for any indirect, incidental, consequential, or punitive damages.

Any claim arising under this Agreement must be brought within twelve (12) months after the event giving rise to it.

10. Termination

Either party may terminate for a material breach not cured within thirty (30) days of written notice.

Upon termination:

All undisputed amounts accrued prior to termination become immediately due; Client data access continues for thirty (30) days for export; and

All sections relating to confidentiality, indemnification, limitation of liability, and payment obligations survive.

11. Dispute Resolution

Client acknowledges reviewing and agreeing to the arbitration and class action waiver before acceptance.

These Terms are governed by Delaware law, except the Federal Arbitration Act governs arbitration.

All disputes will be resolved by binding individual arbitration, with a class-action waiver and a 30-day opt-out right as detailed on the Flow Finance website.

Venue for injunctive relief shall be the state or federal courts located in Delaware.

12. Miscellaneous

Force Majeure: Neither party is liable for delays beyond its control (excluding payment).

Assignment: Client may not assign these Terms without Flow Finance’s written consent.

Amendments: Flow Finance may update these Terms with thirty (30) days’ written or posted notice. Material changes will not apply retroactively unless both parties agree. Continued use of Services after notice constitutes acceptance of updated Terms.

Entire Agreement: These Terms and your Order Form constitute the full agreement.

Severability & Waiver: Invalid terms don’t void the remainder; no waiver is valid unless in writing.

Acceptance: Client’s acceptance is shown by signing, paying an invoice, or continuing to use Flow Finance Services after receiving these Terms.

By engaging Flow Finance Inc., you acknowledge and agree to these Terms & Conditions.

Full version available at: flowfinance.com/terms

Invoice / Payment Clause

Use this anywhere payments occur (invoices, billing emails, ACH authorization, etc.):

By submitting payment, Client acknowledges and agrees that all fees paid or payable to Flow Finance Inc. are non-refundable to the maximum extent permitted by law. Fees are earned when due because Flow Finance allocates personnel and system capacity upon engagement. Delays or limitations caused by Client access, permissions, or responsiveness do not modify fee obligations. Client may not withhold, offset, reverse, or dispute payments for partially delivered or unused Services where Flow Finance remains available to perform.