Last updated October 2021

The parties

This User Agreement (the ”Agreement”) is concluded between:

Reflow Maritime ApS
Bryggervangen 55
2100 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 facilitate and regulate the Customer’s access to and use of ReFlow’s digital platform (“the Platform”).
• 2. The Platform enables the User to quantify, document and share environmental performance data of its products and services, as well as receiving such data.
• 3. The Platform is also used to aggregate information, which can be used for further analysis and statistical purposes such as showing trends and larger-scale environmental impact, to enhance the environmental performance associated with the lifecycle of a product or process.

• Terms of use

• Application of the Agreement
• 1. This Agreement applies to the Customer for registration, access to and use of all services (including any new features and applications) (the “Services”) available through the Platform.
• 2. In addition, when using certain services, the Privacy Policy located at https://re-flow.io/privacy-policy/ (“Privacy Policy”) applies and is considered an integral part of these Terms.

• Access to and use of Services

• Service Description
• 1. The purpose of the ReFlow platform is to provide tools for companies to make data-driven decisions regarding the environmental performance of a product or process. The ReFlow environmental performance platform allows companies to quantify, document, compare, improve, and track lifecycle emissions based on ISO 14040/44 and ILCD.
• 2. The platform makes it possible for companies to define a lifecycle and, afterwards, build their products or processes using mass flows and energy consumption. The proprietary algorithms calculate the lifecycle emissions using custom and standard data. The calculations can afterwards be shared, compared, and analyzed to optimize its environmental performance. 

• Data uploaded to the Platform
• 1. Data that may be uploaded to the Platform includes but is not limited to brands, material data, usage data, serial number, specifications, consumption-related data, recycling information, bills of material, amounts, descriptions, type, freight- and transport documents, repair reports, delivery documents, certificates, pictures, dates, running hours, engine data, IMO numbers, carbon-footprint, material descriptions, etc. 

• Registration and deregistration
• 1. In order to use the Services, the Customer must register an “Account” by which the Customer shall provide and register information about the company, contact person and professional contact information for the contact person. This contact person will upon registration of the Customer’s Account act as the “Administration User”. The Administration User is also obligated to provide payment information. It is a condition that the Account is registered as a business or corporation and the contact information for the Administration User is related to the Customer.
• 2. Any subsequent registration under the Account of additional persons from the Customer (“Users”) and User information (e.g. email and other contact information) shall be limited to business, and not private, information related to that business or corporation.
• 3. ReFlow reserves the right to refuse registration of an Account if the information stated in sections 3.2.3.1 and 3.2.3.2 is not provided, does not comply with the requirements of this Agreement, is incorrect, or is deemed insufficient in ReFlow’s absolute discretion
• 4. Once the Account is created and the subscription fee for the first period (pursuant to section 3.5.2) is received, the registration process is completed by the Customer and the Administration User will be forwarded login information. If the registration is not approved by ReFlow, the Customer will not be charged any fees.
• 5. The Customer is responsible for keeping its password secret and for updating the information provided by the Customer.
• 6. This Agreement entitles the Customer to create one non-transferable Account with one Administration User. The Administration User creates additional Users as necessary. Such additional Users do not have admin rights.
• 7. Any use of the Services by the Customer’s Administration User or Users is subject to the same terms applicable to the Customer under this Agreement. The Customer is responsible and liable for the actions or omissions of its Administration User and Users and is obligated to ensure that its Administration User and Users are familiar with and comply with the terms of this Agreement. 

• Use and Storage
• 1. ReFlow reserves the right to limit the number of calculations on the Platform as well as storage space allocated to each Account. 
• 2.ReFlow has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Account.

• Modification or discontinuation of the Services
• 1. ReFlow reserves the right to modify or discontinue the Services (or any part thereof), temporarily or permanently, with or without notice.
• 2. ReFlow is not liable to the Customer or to any third party for any modification or discontinuance of the Service, regardless of the reason.

• Conditions of use
• 1. ReFlow acts only as a provider of the Platform and is not a party to any agreement made between Customers and/or between the Customer and any third party.
• 2. ReFlow is not responsible for any information that has been uploaded to the Platform other than making such information available for review and further utilization on the Platform. ReFlow will have no liability in respect to the acts, omissions, errors, representations, warranties, breaches or negligence of the Customer or any third party or interactions between these
• 3. It is the Customer’s own responsibility to adjust its Account and upload settings in order to limit the access of other users to review the content uploaded by the Customer’s Administration User or Users.
• 4. ReFlow has no control over and does not guarantee the existence, quality, safety, or legality, truth or accuracy of any goods or any services advertised by the Customer or any third parties
• 5. ReFlow has no control over and does not guarantee the ability of third parties to pay for any goods or services; or, the completion of any transaction between the Customer and third parties.
• 6. ReFlow assumes no responsibility or liability for the Customer’s loss of content or inaccessibility to content uploaded to the Platform. Accordingly, the Customer is encouraged to save local copies of any content uploaded to or accessed through the Platform.
• 7. The Customer is not entitled to require that information uploaded by the Customer to the Platform is deleted or removed.
• 8. ReFlow does not provide any support for the use of the Platform outside office opening hours, within which period ReFlow can be contacted on phone and chat. Applicable office hours will vary and can be found on ReFlow’s website. Platform support is determined by the subscription level.

• Customer conduct
• 1. The Customer is responsible for its conduct and any data, text, graphics, photos or other content that the Customer submits, posts or displays on the Platform.
• 2. The Customer agrees to use the Platform and the Services at its own risk and the Customer is solely responsible for any information it provides to the Platform.
• 3. ReFlow shall bear no liability whatsoever in respect of any of the Customer’s uploaded content or their activities.
• 4. The Customer agrees not to use the Services for any illegal or unauthorized purpose and in accordance with this Agreement and any applicable laws, rules and regulations.
• 5. The Customer agrees not to upload any information, promote any goods or services or to use the Services in violation of any laws and regulations applicable to ReFlow or to the Customer, including but not limited to using the Services to facilitate, engage in or enable transactions, import or export prohibited by applicable laws and regulations.
• 6. ReFlow assumes no responsibility or liability for any violations of laws or regulations applicable to ReFlow or the Customer due to the conduct of the Customer when using the Platform of the Services.
• 7. ReFlow is not responsible for compliance with any applicable laws of any information, goods or services uploaded to the Platform and does not assume liability for any violations the uploads may constitute.
• 8. The Customer agrees to not use the Services to upload any Content or otherwise that the Customer does not have a right to upload under any law or under contractual or fiduciary relationships; poses or creates a privacy or security risk to any person or entity; or in the sole judgment of ReFlow is objectionable or which restricts or inhibits any other third parties from using or enjoying the Services, or which may expose ReFlow or its other customers or users to any harm or liability.
• 9. ReFlow reserves the right to investigate and take appropriate legal action against anyone who, in ReFlow’s sole discretion, violates the provisions of this Agreement, including but not limited to removing content from the Platform, suspending or terminating Account(s) and reporting violations of law or regulations to the relevant authorities.

• Subscription fees
• 1. Standard subscription fees per Account are subject to the price list in force at any given time, which is available at ReFlow’s website.
• 2. The agreed subscription fee for the Account (“Base Fee”). The subscription fee for the first month is payable upon the Customer’s completion of the registration process. Subsequent fees are payable monthly, quarterly, or yearly in advance depending on the interval provided in this section.
• 3. The Customer represents and warrants that the payment information provided is true and that the Customer is authorized to use the payment instrument. The Customer shall promptly update its Account information with any changes relevant to the payment method.
• 4. The Customer understands and accepts that transactions regarding fees are handled by a third party to ReFlow and that any and all information provided in the payment and transaction process will be handled by the relevant third party subject to ReFlow’s agreement with this third party.

• Intellectual Property and other rights
• 1. ReFlow assumes no rights of ownership of any data submitted or provided by the Customer.
• 2. The Customer grants ReFlow an unlimited, exclusive, irrevocable, worldwide, non-transferable right to use any data submitted by the Customer to the Platform for purposes encompassed by the Services, in particular, but not limited to, statistics, analysis and reports for the benefit of ReFlow, its users and third parties. ReFlow’s right to make public any data pursuant to this section 3.6.2 is limited to aggregated data not capable of identifying the data’s heritage.
• 3. The Customer grants ReFlow the right to use the Customer’s trademark and logo in promotional campaign in all forms of media as well as in marketing materials and on its webpage and Platform to identify the Customer as a customer.
• 4. The Customer agrees that any content (except for personal data) the Customer uploads to the Platform or through the Services are intended for display to all or specific third parties to the extent the Customer has opted for this in its Account or User settings and upon upload of the content.
• 5. The Customer agrees that the Platform, the Services and content uploaded from third party users may contain content or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Any use of the Service or content on the Platform other than as specifically authorized herein, and authorized by the relevant uploading third party, is strictly prohibited.
• 6. All of ReFlow’s intellectual property rights, whether part of the Platform or not, are reserved and nothing herein shall be construed or constructed as ReFlow transferring any property rights, or granting to the Customer any license or right to handle or use any of ReFlow’s intellectual property. This prohibition includes, but is not limited to any handling or use of trademarks, data, software, programs, coding, design, interface, functions, concepts, or conducting reverse engineering. 
• 7. Conditions of Use in section 3.3 and User Conduct in section 3.4 also applies to intellectual property rights.

• Indemnification
• 1. The Customer agrees to indemnify and hold ReFlow and its shareholders and employees harmless from and against any and all claims, loss, damage, tax, liability and/or expense, including but not limited to legal costs made by any third party due to or arising out of the Customer’s breach of this Agreement, or the Customer’s violation of any law, rule or regulation or the right of a third party.

• Service disclaimer
• 1. Despite ReFlow’s reasonable efforts to provide the services without interruptions, the services may be inoperable for periods of time. This may be a result of e.g. beta versions, developments in software or the Services provided, updates, periodic maintenance or repairs, equipment malfunctions, network attacks, cyber-attacks, hacking or any other form of breakdown in or interruption of the Platform or the Services for different reasons. Such circumstances may affect the availability or quality of the services and as such, availability and quality are not guaranteed.
• 2. ReFlow does not assume any liability for any damage the Customer may experience or costs the Customer may incur as a result of any loss, errors, interception or alteration of transmissions over the internet.

• ReFlow’s handling of customer, User and personal data
• 1. It is the Customer’s responsibility to submit personal information only to the extent necessary when creating the Account, Administration User and Users and when uploading and sharing data on the Platform.
• 2. ReFlow encourages the Customer to only provide company contact details and no private contact details.
• 3. Granted that the Customer does not include any User or personal information in uploaded data, other users will only gain access to the Customer’s company contact details.
• 4. The Customer understands and acknowledges that ReFlow will collect and log the Customer’s, Administration User’s and Users’ data, including any personal data submitted by these and their use of the Platform and the Services for auditing and tracking (e.g. error rectification and activity logging) purposes for a period of 5 years after closure of any relevant year of account.
• 5. The Customer also understands and acknowledges that ReFlow will store any Administration User, User and/or personal information submitted for purposes relevant to the services provided through the Platform, including but not limited to tracking and documenting the heritage and validity of data provided. Such information will only be stored for as long as storage is necessary to such services. 
• 6. The Customer understands and acknowledges that upon making data available to third parties through upload to the Platform, ReFlow has no control over the third parties’ use of that data and cannot, once that data has been downloaded from the Platform by such third parties, recall the data or prevent the third parties from using it.
• 7. The Customer understands and acknowledges that ReFlow utilizes third party data handlers for the purposes of: Subscription- and Payment handling, marketing, and Platform hosting and that the personal information registered by the Customer, its Administration User and Users may be handled for the above services by ReFlow’s data handlers.

• Limitation of liability
• 1. REFLOW IS NOT LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGE OR LOSS, INCLUDING BUT NOT LIMITED TO DELAY, DETENTION, DEMURRAGE, CHARTER HIRE, CREW WAGES, PILOTAGE, TOWAGE, PORT CHARGES, LOST PROFITS, INCREASED COST OR EXPENSES, OR LOSS OF USE, ETC.
• 2. IN NO EVENT CAN REFLOW’S TOTAL LIABILITY TO THE CUSTOMER FOR ANY ONE VIOLATION OF THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE CUSTOMER’S 12 MONTHS SUBSCRIPTION FEES UNDER THIS AGREEMENT.

• Termination

• Termination by ReFlow
• 1. For cause: If the Customer is in material breach of the terms of this Agreement, ReFlow is entitled, without prior notice, to terminate this Agreement or to suspend, deactivate, or delete the Customer’s Account, its Administration User and Users (or any part of either) or limit the use of the Platform or the Services and remove, delete or discard any content within the Platform or the Services uploaded by the Customer. The Customer is not entitled to reimbursement of any subscription fees already paid or due for payment.
• 2. By discretion: ReFlow is, at full discretion, entitled to the same actions as per section 6.1.1, subject to providing the Customer a notice until the end of the month plus one month. The Customer is liable to pay full subscription fees pursuant to this Agreement until the end of the period of notice.
• 3. ReFlow will not be liable to the Customer, any other users or any third party for any limitation to or termination of the Customer’s access to the Platform or the Services or any content the Customer has uploaded or been given access to by other users once termination has been executed – whether for cause or by discretion.

• Termination by the Customer
• 1. For cause: The Customer is entitled to terminate this Agreement without prior notice if ReFlow is in material breach of this Agreement. The Customer is not entitled to reimbursement of any subscription fees already paid or due for payment.

2. By discretion: The Customer is, at full discretion, entitled to terminate this Agreement. Such termination is done online by the Administration User and is subject to the Customer paying ReFlow full subscription fees pursuant to this Agreement until the end of the termination month plus one month.

3. If the Customer terminates this Agreement, either for cause or by discretion, ReFlow is entitled to terminate the Customer’s Account upon expiry of any period of notice.

• entire agreement
• 1. This Agreement constitutes the entire agreement between the Customer and ReFlow superseding any prior negotiations, indications, implications or agreements between the Customer and ReFlow with respect to the use of the Platform or the Services.

• Disputes and governing Law
• 1. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen. The language to be used in the arbitral proceedings shall be English.
• 2. However, if the Parties are both domiciled within the EU, the Parties agree to subject disputes to the jurisdiction of the City Court of Copenhagen.
• 3. This Agreement shall be governed by the substantive law of Denmark.