Ibis Flow Terms and Conditions

1. Scope of Agreement and Applicability

1.1. Parties and Applicability

1. These Terms and Conditions ( Agreement ) govern the use of the Ibis Flow website at ibisflow.com ( Website ) and the software-as-a-service platform provided through the Website ( Service ) by Ibis Flow GmbH ( Ibis Flow , we , us , or our ).
2. This Agreement applies exclusively to business customers ( Customer , you , or your ). By accessing or using the Service, you represent and warrant that you are acting in a commercial or professional capacity on behalf of a legal entity or as a sole trader, and not as a private consumer.
3. If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to this Agreement.
4. Private individuals acting outside the course of their trade, business, craft, or profession are not permitted to use the Service.

1.2. Formation of Agreement

1. This Agreement becomes binding upon the earlier of: (a) your acceptance of these terms during account registration; (b) your first use of the Service; or (c) your payment of any subscription fees.
2. We may amend this Agreement at any time by publishing updated terms on the Website. We will notify you of material changes by email or through the Service. Continued use of the Service after such notification constitutes acceptance of the amended terms.

1.3. Relationship of the Parties

This Agreement creates a customer-supplier relationship only. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency arrangement between the parties.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

• Customer Content means all data, text, information, and other content that you or your authorised users upload, submit, or create within the Service, including estimation session data, votes, comments, and any content imported from third-party systems.
• Authorised Users means individuals within your organisation who are permitted to access and use the Service under your subscription.
• Subscription means the paid access tier selected by you, which determines the features, usage limits, and number of Authorised Users available to you.
• Subscription Period means the billing cycle applicable to your Subscription, being either monthly or annual as selected at the time of purchase.

3. Description of the Service

3.1. Service Scope

1. Ibis Flow provides a collaborative estimation platform that integrates with project management tools, currently Atlassian Jira. The Service enables software development teams to conduct structured estimation sessions.
2. The Service currently includes: collaborative estimation sessions with multiple estimation scales; real-time voting and discussion capabilities; integration with Atlassian Jira for importing and synchronising issue data; team and organisation management; and session history and results storage.
3. Additional features including prioritisation and planning functionality are under development. Such features will become available as part of the Service when released. This Agreement applies to all features of the Service as they become available.

3.2. Service Modifications

We reserve the right to modify, enhance, or discontinue any aspect of the Service at any time. We will provide reasonable notice of material changes that adversely affect your use of the Service. Continued use of the Service following such changes constitutes acceptance of the modified Service.

4. Account Creation and Customer Responsibilities

4.1. Account Registration

1. Access to the Service requires creation of an account. You must provide accurate and complete registration information and maintain the accuracy of such information.
2. Authentication is provided through supported identity providers. You are responsible for maintaining the security of your authentication credentials and for all activities that occur under your account.

4.2. Customer Responsibilities

1. You are responsible for: (a) ensuring that your use of the Service complies with all applicable laws and regulations; (b) the accuracy and legality of all Customer Content; (c) obtaining any necessary consents or authorisations for the processing of personal data within Customer Content; and (d) the acts and omissions of your Authorised Users.
2. You must notify us promptly of any unauthorised access to or use of your account or any other breach of security.

4.3. Authorised Users

You are responsible for ensuring that your Authorised Users comply with this Agreement. You remain liable for any breach of this Agreement by your Authorised Users.

5. Subscriptions, Billing, and Payment

5.1. Subscription Tiers

1. The Service is offered under different subscription tiers with varying features and usage limits as published on the Website. Certain limited functionality may be available without a paid subscription.
2. Your access to features and the number of permitted Authorised Users is determined by your selected subscription tier. We reserve the right to modify subscription tiers, features, and pricing at any time, with changes to existing subscriptions taking effect at the next renewal.

5.2. Billing and Payment

1. Subscription fees are payable in advance for the applicable Subscription Period (monthly or annual) at the rates published on the Website.
2. All payments are processed through Stripe. By subscribing to a paid tier, you authorise Stripe to charge your designated payment method for all applicable fees.
3. All fees are stated exclusive of applicable taxes. You are responsible for payment of all applicable taxes, including value added tax (VAT), which will be added to invoices where required by law.
4. We will provide valid tax invoices for all payments.

5.3. Automatic Renewal

1. Subscriptions renew automatically at the end of each Subscription Period unless cancelled prior to renewal. We will charge the then-current subscription fee to your payment method on file.
2. We may provide notice of upcoming renewals and any price changes. Continued subscription after such notice constitutes acceptance of the updated fees.

5.4. Failure to Pay

If payment fails or fees remain unpaid, we may suspend or restrict your access to the Service until payment is received. We will make reasonable efforts to notify you of payment failures before taking such action.

6. Acceptable Use and Restrictions

6.1. Acceptable Use

You agree to use the Service only for lawful business purposes and in accordance with this Agreement.

6.2. Prohibited Activities

You must not:

1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying algorithms, or structure of the Service;
2. copy, modify, or create derivative works of the Service or any part thereof;
3. rent, lease, sublicense, sell, resell, or otherwise transfer rights to the Service;
4. use the Service to transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
5. transmit any viruses, malware, or other malicious code, or interfere with or disrupt the integrity or performance of the Service;
6. attempt to gain unauthorised access to the Service or its related systems or networks;
7. use the Service in any manner that could damage, disable, overburden, or impair the Service;
8. harvest, collect, or gather user data without authorisation; or
9. use the Service in violation of any applicable laws or regulations.

6.3. Enforcement

We reserve the right to investigate and take appropriate action against any suspected violations of this section, including suspension or termination of access to the Service and reporting to law enforcement authorities.

7. Intellectual Property Rights

7.1. Ibis Flow Intellectual Property

1. The Service, including all software, technology, designs, text, graphics, and other content provided by Ibis Flow, is owned by or licensed to Ibis Flow and is protected by copyright, trademark, and other intellectual property laws.
2. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your subscription.
3. Except for the limited licence granted herein, we reserve all rights in and to the Service. This Agreement does not grant you any rights to our trademarks, service marks, or logos.

7.2. Customer Content

1. You retain all intellectual property rights in your Customer Content.
2. You grant us a non-exclusive, worldwide, royalty-free licence to use, copy, store, transmit, and display your Customer Content solely to the extent necessary to provide the Service to you.
3. You represent and warrant that you have all necessary rights to grant this licence and that your Customer Content does not infringe the intellectual property rights or other rights of any third party.

7.3. Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose without obligation to you.

8. Support and Availability

8.1. Support

1. We provide support for the Service as described on the Website. Support availability and response times may vary by subscription tier.
2. Before contacting support, you should verify that any issues are not caused by your own systems, network connectivity, or third-party services.
3. We do not guarantee resolution of all reported issues.

8.2. Availability

1. We endeavour to maintain reasonable availability of the Service but do not guarantee uninterrupted access. The Service may be unavailable from time to time due to maintenance, updates, or circumstances beyond our reasonable control.
2. We do not provide any service level agreement (SLA) or guarantee any specific level of uptime, availability, or performance. The Service is provided on an "availability permitting" basis.
3. We may perform scheduled maintenance with reasonable advance notice where practicable. Emergency maintenance may be performed without prior notice.

9. Liability and Warranty Limitations

9.1. Unlimited Liability

Nothing in this Agreement limits or excludes our liability for:

1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation;
3. intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit);
4. liability under the German Product Liability Act (Produkthaftungsgesetz); or
5. any other liability that cannot be limited or excluded under applicable law.

9.2. Limited Liability for Cardinal Obligations

1. For breaches of cardinal obligations (Kardinalpflichten) caused by simple negligence, our liability is limited to foreseeable damages typical for this type of contract. Cardinal obligations are those fundamental contractual duties whose fulfilment is essential to the proper performance of the contract and upon which you may reasonably rely.
2. In such cases, our total aggregate liability shall not exceed the lower of: (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) EUR 10,000 (ten thousand euros).

9.3. Exclusion of Other Liability

1. Subject to clauses 9.1 and 9.2, we shall not be liable for: (a) any indirect, incidental, special, consequential, or punitive damages; (b) any loss of profits, revenue, business, or anticipated savings; (c) any loss of data or Customer Content; or (d) any loss arising from business interruption.
2. We shall not be liable for any damages arising from: (a) your failure to maintain accurate account information; (b) unauthorised access resulting from your failure to protect your account credentials; (c) any third-party services or integrations; or (d) circumstances beyond our reasonable control.

9.4. Warranty Limitations

1. Subject to mandatory statutory rights, the Service is provided without warranty of any kind. We do not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from use of the Service will be accurate or reliable; or (d) any errors in the Service will be corrected.
2. We do not warrant the accuracy, completeness, or reliability of any content obtained through the Service, including any content imported from third-party systems such as Jira.
3. To the extent that mandatory law requires certain warranties, such warranties are limited to the minimum period and scope permitted by law.

9.5. Indemnification

You agree to indemnify, defend, and hold harmless Ibis Flow 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) your breach of this Agreement; (b) your Customer Content; (c) your violation of any applicable law or regulation; or (d) your infringement of any third-party rights.

10. Termination and Cancellation

10.1. Cancellation by Customer

1. You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of the current Subscription Period.
2. Upon cancellation, you will retain access to the Service until the end of your paid Subscription Period.

10.2. Termination by Ibis Flow

1. We may terminate this Agreement immediately upon written notice if: (a) you fail to pay any fees when due and do not remedy such failure within fourteen (14) days of notice; (b) you materially breach this Agreement and do not remedy such breach within fourteen (14) days of notice (or immediately if the breach is not capable of remedy); or (c) you become insolvent or enter into liquidation, administration, or similar proceedings.
2. We may terminate this Agreement without cause by providing ninety (90) days written notice to you.

10.3. Effect of Termination

1. Upon termination or expiry of this Agreement: (a) your right to access and use the Service terminates immediately; (b) you must cease all use of the Service; and (c) we may delete your Customer Content after a reasonable retention period, unless we are required to retain it by law.
2. Termination does not affect any rights or obligations that accrued prior to termination. Clauses that by their nature should survive termination shall continue in force, including clauses 7, 9, 11, and 12.

11. Refunds

1. Subscription fees are generally non-refundable. Refunds are not provided for: (a) unused portions of a Subscription Period; (b) cancellation or termination of your subscription; or (c) downgrade to a lower subscription tier.
2. We may, at our sole discretion, provide refunds or credits in exceptional circumstances. Any such refund is granted as a gesture of goodwill and does not create any entitlement to future refunds.
3. Refund requests should be submitted through our support channels within thirty (30) days of the relevant charge.

12. Governing Law and Jurisdiction

1. This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The courts of Germany shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

13. Miscellaneous Provisions

13.1. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

13.2. Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

13.3. Entire Agreement

This Agreement, together with our Privacy Policy and any order forms or subscription confirmations, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and representations.

13.4. Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13.5. Notices

Notices under this Agreement shall be sent by email to the address associated with your account (for notices to you) or to the contact address published on our Website (for notices to us). Notices are deemed received upon transmission if sent during normal business hours, or on the next business day if sent outside normal business hours.

13.6. Third-Party Rights

This Agreement does not confer any rights on any third party. No third party may enforce any provision of this Agreement.

13.7. Data Protection

Our processing of personal data in connection with the Service is governed by our Privacy Policy . Where we process personal data on your behalf as a data processor, the terms of our Data Processing Agreement shall apply.

Version 3.0
Effective: 6 January 2026