Last updated February 2025
The Parties
This User Agreement (the ”Agreement”) is concluded between:
Reflow ApS
August Bournonvilles Passage 1
DK-1055 Copenhagen
Denmark
Company no. 39843870
(hereafter referred to as “ReFlow”)
and
The User Company
(hereafter collectively referred to as the “Parties”).
Scope and Purpose
1. The purpose of this Agreement is to regulate the Customer’s access to and use of ReFlow’s digital platform (the “Platform”) and, where relevant, consultancy services provided by ReFlow (the “Consultancy Services”).
2. The Platform enables the Customer to quantify, document, and share environmental performance data of its products and services.
3. The Platform may also be used to aggregate information for analysis and statistical purposes to enhance environmental performance associated with product and process lifecycles.
Application of the Agreement
1. This Agreement applies to all access and use of the Platform and Services, including any Consultancy Services.
2. In addition, when using certain services, the Privacy Policy located at https://re-flow.io/privacy-policy/ applies and is considered an integral part of these Terms.
Access to and Use of Services
Service Description
1. The Platform provides tools for companies to make data-driven decisions regarding the environmental performance of a product or process, based on ISO 14040/44 and ILCD.
2. The Platform allows companies to model lifecycles, build products or processes using mass flows and energy consumption, and calculate lifecycle emissions using proprietary algorithms and standard data. Calculations can be shared, compared, and analysed to improve performance.
Data Uploaded to the Platform
Data uploaded may include, but is not limited to: material data, usage data, specifications, certificates, carbon footprint, bills of material, delivery documents, engine data, IMO numbers, and other lifecycle-related information.
Registration and Deregistration
1. Customers must register an Account using business details, including a designated Administration User.
2. Additional Users may be created but do not have administrator rights.
3. ReFlow reserves the right to refuse registration if information is missing or insufficient.
4. The Customer is responsible for safeguarding login credentials and ensuring compliance by all Users.
Use and Storage
1. ReFlow may limit the number of calculations or storage capacity per Account.
2. ReFlow is not responsible for deletion, failure to store, or loss of data.
Modification or Discontinuation of Services
ReFlow may modify or discontinue Services at any time without liability.
Conditions of Use
1. ReFlow provides the Platform only and is not a party to agreements between Customers or third parties.
2. ReFlow assumes no responsibility for information uploaded to the Platform.
3. Customers are responsible for their conduct and compliance with applicable law when using the Platform.
4. ReFlow may suspend or terminate Accounts in case of unlawful use or breach of these Terms.
Subscription Fees
1. Subscription fees are payable according to ReFlow’s price list or as otherwise agreed.
2. Fees are payable monthly, quarterly, or annually in advance.
3. Payment details must be accurate and kept up to date.
Consultancy Services
1. Scope: Consultancy Services include, but are not limited to, lifecycle assessments, carbon footprint calculations, advisory services, and related professional work. The scope and deliverables shall be agreed in writing.
2. Customer Obligations: The Customer must provide timely access to data, information, and approvals required by ReFlow. ReFlow is entitled to rely on such information without independent verification.
3. Delays: If Consultancy Services are delayed due to missing deliverables, approvals, or cooperation from the Customer, ReFlow may invoice for:
• Reserved time and resources that cannot reasonably be reallocated; and
• Any additional costs incurred as a result of the delay.
4. Fees and Payment: Unless otherwise agreed, Consultancy Services are invoiced monthly in arrears on a time-and-materials basis at ReFlow’s prevailing rates, plus expenses. Fixed-price projects shall follow the agreed payment schedule. Payment is due within fourteen (14) days.
5. Intellectual Property: All methodologies, models, and know-how used or developed by ReFlow remain ReFlow’s property. The Customer receives only a non-exclusive, non-transferable licence to use deliverables internally.
6. No Warranty of Results: ReFlow undertakes to perform with professional care but does not guarantee specific outcomes or compliance results.
7. Limitation of Liability: Liability for Consultancy Services is limited as described in the “Limitation of Liability” section below.
Data Protection and GDPR
1. Customer Responsibility: The Customer, as Data Controller, is responsible for ensuring that any personal data shared with ReFlow complies with GDPR and other applicable laws. The Customer indemnifies ReFlow against any claim or fine resulting from unlawful processing initiated by the Customer.
2. ReFlow’s Role: ReFlow acts as Data Processor when handling personal data on behalf of the Customer and will only process such data as required to deliver the Services or as required by law.
3. ReFlow’s Obligations:
• Apply technical and organisational security measures appropriate to the risk.
• Ensure authorised personnel and sub-processors are bound by confidentiality.
• Store logs for auditing and error rectification for up to five (5) years.
• Retain personal data only as long as necessary to provide Services or comply with legal obligations.
4. Sub-Processors: ReFlow may engage sub-processors (e.g. hosting, payment, marketing). The Customer consents to such use. ReFlow ensures equivalent contractual obligations are in place.
5. Third-Party Access: Once data is made available to third parties by the Customer through the Platform, ReFlow has no control over use or further sharing of such data.
6. International Transfers: If personal data is transferred outside the EU/EEA, ReFlow will apply recognised safeguards such as Standard Contractual Clauses.
7. Data Subject Rights: ReFlow shall provide reasonable assistance where legally required, but the Customer remains responsible for fulfilling data subject requests.
Intellectual Property and Other Rights
1. ReFlow retains all intellectual property rights in its software, algorithms, data models, and methodologies.
2. Customers retain ownership of uploaded data but grant ReFlow a non-exclusive, worldwide right to use anonymised and aggregated data for statistics, analysis, and reporting.
3. ReFlow may use the Customer’s name and logo in marketing materials to identify it as a client.
Indemnification
The Customer shall indemnify and hold ReFlow harmless from any claim, liability, or cost arising from the Customer’s breach of this Agreement or violation of law.
Service Disclaimer
ReFlow does not guarantee uninterrupted access to the Platform or Services. Interruptions may occur due to maintenance, cyberattacks, or technical issues. ReFlow is not liable for resulting loss or damage.
Limitation of Liability
1. ReFlow is not liable for indirect or consequential loss, including but not limited to lost profits, increased costs, or loss of use.
2. ReFlow’s total liability for any claim shall not exceed the amount of subscription fees paid by the Customer in the preceding twelve (12) months.
Termination
By ReFlow
• For cause: Immediate termination in case of material breach.
• By discretion: Termination with one month’s notice.
By Customer
• For cause: Immediate termination in case of material breach by ReFlow.
• By discretion: Termination by the Administration User within the agreed terms
Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes prior agreements regarding the Services.
Disputes and Governing Law
1. Any dispute shall be settled by arbitration under the Danish Institute of Arbitration, seated in Copenhagen, in English.
2. If both Parties are domiciled in the EU, disputes may alternatively be brought before the City Court of Copenhagen.
3. This Agreement is governed by the substantive law of Denmark.