Terms of Service

Last Updated: May 2026

1. Introduction & Acceptance of Terms

1.1 Contractual Relationship.

Welcome to BD flow AI (accessible via bdflowai.com, hereinafter referred to as the “Website” or “Service”). These Terms of Service (“Terms” or “Agreement”) constitute a legally binding contract entered into by and between Irina Kariachkina, an individual operating as a sole proprietorship (Ditta Individuale) organized and registered under the laws of Italy, with its registered office located at Via Rimini, 70, 47030 San Mauro Pascoli (FC), Italy, and holding Partita IVA / Fiscal Code 04762290403 (hereinafter referred to as the “Company“, “Processor“, “Provider”, “we“, “us“, or “our“), and the business entity, individual professional, or organization utilizing our automated workflow automation services (hereinafter referred to as the “Client“, “Controller“, “user“, or “you“).

1.2 Binding Acceptance & Triggers.

By creating an account via any digital registration portal hosted on the bdflowai.com domain, submitting a payment via our authorized Merchant of Record, programmatically forwarding or sending an operational email to any authorized system inbox on our domain, depositing documentation into our designated workflow folders, or otherwise accessing and using any part of the automated artificial intelligence workflow system provided by us, you explicitly acknowledge that you have read, understood, and agree to be bound by these Terms in full force and effect. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you possess the full legal authority to bind such entity to these Terms. If you do not possess such authority, or if you do not agree to each and every provision contained herein, you must not accept these Terms and are strictly prohibited from utilizing the Service.

The Client acknowledges and agrees that binding acceptance of these Terms, the Privacy Policy, and the Data Processing Agreement (DPA) may be established through any of the following methods, each carrying the same legal weight, validity, and enforceability as a handwritten physical signature under applicable global frameworks (including the EU eIDAS Regulation and the US Federal ESIGN Act):

(a) Replying directly to a Company onboarding, registration, or activation email communication with the explicit written phrase “I accept”, “Agreed”, or any matching unequivocal statement of confirmation; or

(b) Actively ticking a digital checkbox, clicking an “I Accept” button, or completing an electronic signature capture step during a web-based checkout, onboarding sequence, or dashboard registration form hosted by the Company or its designated sub-processors.

1.4 Incorporation of Policies by Reference.

Your privacy and the technical security of your automated workflows are integral to our service framework. To provide a completely lawful and transparent business relationship, the following documents are hereby explicitly incorporated into, and form an unalterable part of, this overarching Agreement by reference:

(a) The BD flow AI Privacy Policy (accessible at bdflowai.com/privacy-policy), which governs the gathering, processing, and handling of baseline registration and metadata; and

(b) The BD flow AI Data Processing Agreement (“DPA”, accessible at bdflowai.com/dpa), which sets out the mandatory technical and organizational safeguards, role designations, and international data transfer mechanisms governing the data payloads routed through our automation pipeline under the GDPR and applicable US Data Protection Laws.

In the event of any direct conflict or inconsistency between the body of these commercial Terms of Service and the provisions set forth in the incorporated DPA regarding the processing of specific underlying personal data payloads, the provisions of the DPA shall strictly take precedence.

2. Description of Service & Operational Boundaries

2.1 Scope of the Service.

The Company provides an automated, email-driven artificial intelligence workflow pipeline and processing infrastructure designed to optimize inbound client communications, perform capability matching against unstructured business assets, and maintain sequential operational status logs (collectively, the “Al Workflow System” or “Service”). The features, access parameters, and performance metrics of the Service are governed by three primary operational modules:

(a) Inbound Analysis & Micro-Drafting: An automated system that programmatically parses incoming transactional text, requests for proposals (RFPs), or general business inquiries routed to an authorized system inbox, references the Client’s context files, and returns an optimized draft response back to the Client for manual editorial review;

(b) Reference Library Staging (Knowledge Base): A programmatic routing directory that hosts background corporate collateral, curricula vitae (CVs), and capability statements submitted by the Client to build their baseline contextual AI response profile; and

(c) Pipeline Logs & Status Reminders: An asynchronous tracing layout that records inbound sequence metadata and provides automated status compilation reminders to the Client at periodic intervals.

2.2 The “As-Is” and “As-Available” Mandate.

THE SERVICE AND ALL ASSOCIATED CORE WORKFLOW MODULES ARE PROVIDED TO THE CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USAGE IN TRADE.

Without limiting the generality of the foregoing, the Company does not represent, warrant, or guarantee that: (i) the Service or its underlying AI-driven logic loops will meet your specific operational or business requirements; (ii) the Service will operate continuously without interruption, network latency, or technical error; (iii) the automated draft outputs generated by the third-party infrastructure API will be accurate, reliable, complete, free of typographical errors, or legally sound; or (iv) that any defects, software hallucinations, or system layout discrepancies will be immediately corrected. The entire risk regarding the quality, commercial utility, and performance accuracy of the system outputs rests solely with the Client.

2.3 Modification, Suspension, and Discontinuance Rights.

The Client acknowledges and agrees that the Al Workflow System is inherently dependent on a fluid ecosystem of third-party APIs, webhooks, cloud storage buckets, and workflow orchestration nodes. Consequently, the Company reserves the absolute right, at its sole discretion and at any time, to modify, update, optimize, re-route, suspend, or permanently discontinue any feature, endpoint, data-integration path, module, or component of the Service (or any portion thereof) with or without prior notice to the Client.

The Client explicitly agrees that the Company shall not be liable to the Client, its end-users, or any third party for any loss of utility, business disruption, structural adjustments to the Client’s manual operating procedures, or any modification, suspension, or total discontinuance of the Service or its underlying routing endpoints.

3. Fees, Subscriptions, & Merchant of Record

3.1 Commercial Subscription Structure.

The Provider provides access to the AI Workflow System and its component asynchronous data processing modules on a recurring commercial subscription basis (“Subscription”). The specific fees, tiered billing frequencies, transactional execution capacities, API invocation quotas, and technical support access metrics corresponding to your account are explicitly defined on the Service’s public pricing matrix or within an authorized individual service onboarding communication. All financial considerations are quoted and payable in United States Dollars (USD) or Euros (EUR), as designated by the Client at the point of checkout. The Provider reserves the absolute right to restructure subscription pricing schedules, adjust volume metrics, or establish entirely new commercial tiers upon thirty (30) days’ advance notice, which shall be communicated to the Client via the primary registration email or posted conspicuously within the Service interface.

3.2 Merchant of Record Infrastructure & Statutory Designation.

The Client explicitly acknowledges, understands, and agrees that all backend financial transactions, subscription lifecycle management mechanics, invoice generation parameters, credit card processing operations, and fraud detection compliance protocols are managed exclusively by an authorized third-party Merchant of Record (the “Merchant of Record”) integrated into the Service. By executing a checkout sequence or initiating a recurring billing authorization, the Client establishes a direct, independent, and legally binding financial relationship with the designated Merchant of Record as the legal seller and distributor of the Service. The Client acknowledges that the transaction operates under the Merchant of Record’s separate Terms of Service and Privacy Policy, and agrees that any technical processing faults, payment failures, bank declines, or credit card processing disputes are strictly transactional matters to be remedied directly by the Merchant of Record, resulting in immediate temporary system suspension by the Provider until financial resolution is achieved.

3.3 Global Tax Compliance & Indemnification.

Because the designated Merchant of Record operates as the legal seller for all sales generated across the bdflowai.com ecosystem, the Merchant of Record assumes full, exclusive, and independent legal liability for calculating, collection mapping, reporting, and remitting all applicable global consumer and business transaction taxes. This includes, without limitation, United States State Sales Taxes, European Union Value Added Tax (EU VAT), UK Valued Added Tax, and any regional or international digital service levies.

The Client explicitly agrees that the Provider is entirely blameless, held harmless, and holds no operational or legal liability regarding sales tax classification mistakes, incorrect localized tax assessments, corporate tax exemption validation errors, or invoicing administrative discrepancies executed by the Merchant of Record. The Provider’s sole commercial obligation is to maintain the underlying software integration with the Merchant of Record’s platform API.

3.4 Cancellations and Absolute No-Refund Mandate.

Unless explicitly mandated otherwise by non-waivable statutory provisions of applicable law or expressly outlined within a specific promotional enterprise tier, all fees paid for the Subscription are strictly non-refundable and non-creditable. The Client possesses the right to cancel their active Subscription at any absolute time through their dedicated Lemon Squeezy customer billing control dashboard or via the account modification links provided by the Service.

Cancellations must be processed prior to the scheduled automatic renewal date and will take operational effect at the absolute conclusion of the then-current paid billing cycle. During this remaining wind-down period, the Client will retain full system processing permissions. Following the final termination timestamp of the billing cycle, all system authorization protocols for the Client’s domains and system inboxes will be instantly revoked, and any background reference material stored within the Provider’s Google Drive environment will be handled in strict alignment with the data destruction timelines set forth in the Data Processing Agreement (DPA).

4. Intellectual Property (IP) Rights

4.1 Provider Ownership and Technical Architecture Protections.

The Client explicitly acknowledges, understands, and agrees that the Provider does not sell, lease, or transfer ownership of any underlying software, codebases, or standalone applications. The Service consists of a uniquely designed, cloud-hosted automation ecosystem built using third-party orchestration tools. As between the parties, the Provider retains 100% exclusive ownership of all right, title, and interest in and to the Service, the Website design, all corporate trademarks, service marks, trade secrets, and logos.

Furthermore, all proprietary Make.com scenario architectures, structural system logic patterns, configuration blueprints, JSON payload mapping arrays, conditional webhook routing filters, data-parsing script parameters, algorithmic scheduling setups, and custom-engineered AI prompt optimization strings (collectively, the “Provider IP”) remain the sole and exclusive intellectual property of the Provider. The Client is granted only a limited, non-assignable, non-transferable, and revocable operational license to interact with the system endpoints strictly for the duration of an active Subscription, and is completely prohibited from copying, cloning, or reverse-engineering the underlying automation layouts.

4.2 Client Ownership and Material Ingestion License.

As between the Provider and the Client, the Client retains full, absolute, and unalterable intellectual property ownership, title, and proprietary rights in and to all data payloads, source emails, communication texts, requests for proposals (RFPs), corporate capability presentations, curricula vitae (CVs), and unstructured background corporate collateral forwarded or deposited into the Service by the Client (collectively, “Client Materials”).

The Client hereby grants to the Provider a limited, non-exclusive, royalty-free, worldwide, fully paid-up license to transiently access, ingest, route, parse, modify formatting, and reference these Client Materials solely as technically required to execute the automated pipelines and processing modules of the AI Workflow System. This operational license terminates automatically upon the expiration or cancellation of the Client’s active Subscription, at which point the materials will be expunged in accordance with the Data Processing Agreement (DPA).

4.3 Assignment of AI-Generated Outputs and Statutory Limitations.

To the maximum extent permitted under applicable global laws and in strict alignment with the commercial terms governing our underlying third-party API sub-processors (including Google Cloud AI parameters), the Provider hereby assigns, transfers, and conveys to the Client all right, title, and interest in and to the specific text-draft outputs, response frameworks, and data summaries generated uniquely for the Client by the AI Workflow System based on their ingested Client Materials.

However, the Client explicitly acknowledges and understands that under prevailing international intellectual property frameworks, legal precedents, and United States/European Union copyright office guidelines, purely automated text outputs generated by artificial intelligence engines may be deemed to lack the requisite “human authorship” required to qualify for independent copyright protection, trademark registration, or proprietary legal enforcement. The Provider makes no representation, warranty, or legal guarantee that the assigned AI-generated draft responses are copyrightable, enforceable against third-party plagiarists, or free from structural overlapping patterns with general public models. The Client assumes all risks regarding the commercial publication, registration, and legal defense of any deployed system outputs.

5. Acceptable Use Policy & Restrictions

5.1 Prohibited Content and Data Ingestion Restrictions.

The Client explicitly warrants, represents, and covenants that they shall not utilize the AI Workflow System to process, parse, store, transmit, or reference any data payloads, text strings, or attachments that contain, facilitate, or promote any of the following restricted categories (collectively, “Prohibited Content”):

(a) Malicious Software and Digital Threats: Any computer viruses, trojan horses, worms, time bombs, ransomware, keystroke loggers, spyware, adware, or any other malicious computer code, files, or automated instructions designed to interrupt, destroy, compromise, or limit the functionality of the Service, the Make.com execution nodes, or the Provider’s Google Workspace environment;

(b) Illegal, Infringing, and Harmful Material: Any material that violates local Italian, European Union, United States federal, or state laws, including but not limited to text that infringes upon third-party intellectual property, patent, trademark, or trade secret rights; content that is explicitly defamatory, libelous, threatening, abusive, or obscene; or communications that violate hate speech regulations or anti-harassment laws; and

(c) Unauthorized and Regulated Personal Data: Any Personally Identifiable Information (PII), protected health records, or consumer data for which the Client does not possess explicit, documented data-subject consent or an ironclad lawful basis for processing. The Client is strictly prohibited from routing “Special Categories of Personal Data” under GDPR Article 9 (including genetic, biometric, health, political, or religious data), payment card industry datasets (PCI-DSS), or government-issued identification numbers through the automated pipeline unless explicitly authorized in writing by the Provider.

5.2 Infrastructure Integrity and System Restrictions.

The Client agrees to interact with the AI Workflow System strictly through the authorized communication channels, user dashboards, and domain system inboxes formally whitelisted by the Provider. The Client shall not, and shall not permit or incentivize any employee, contractor, or external third party to:

(i) System Circumvention: Reverse-engineer, decompile, extract, duplicate, or attempt to isolate the underlying operational blueprints, scenario architecture nodes, structural conditional routing filters, API webhook pathways, or custom-engineered prompt strings running within the Provider’s Make.com accounts or automated systems;

(ii) Resource Exploitation: Engage in any programmatic, high-frequency, or coordinated behavior designed to overload, flood, or strain the system processing capacities of the bdflowai.com domain, its underlying servers, or assigned system inboxes—including, without limitation, executing Denial of Service (DoS/DDoS) attacks, running malicious automated spam loops, or attempting to brute-force system gateways; or

(iii) Competitive Extraction: Access or manipulate the Service, its execution behaviors, or its generative text-draft outputs to compile comparative benchmark data, build a competing machine learning or workflow automation model, or create an identical asynchronous pipeline template for external distribution or resale.

5.3 Enforcement Rights and Immediate Termination Mandate.

The Provider retains the absolute, unalterable right, at its sole discretion, to monitor ingestion volumes, metadata patterns, and system execution history logs to ensure absolute compliance with this Section 5.

If the Provider, in its reasonable commercial judgment, suspects or identifies any violation of the provisions set forth in Section 5.1 or Section 5.2, the Provider reserves the absolute right to execute immediate enforcement actions without prior notification or liability to the Client. These remedial actions include, but are not limited to: (a) instantly blacklisting or revoking the authorization of the Client’s system inboxes and whitelisted email domains; (b) permanently deleting the offending Client Materials from the active Google Drive directories and Make.com transient memory buffers; and (c) suspending or permanently terminating the Client’s Subscription.

The Client explicitly acknowledges and agrees that an infrastructure or content breach under this Section constitutes a material, non-curable violation of this Agreement. Consequently, any such immediate termination shall be executed without any obligation by the Provider or its Merchant of Record (Lemon Squeezy) to issue refunds, credits, or prorated adjustments for remaining subscription balances, and the Provider reserves all statutory rights to pursue civil or criminal remedies under applicable Italian and international laws.

6. The “Human-in-the-Loop” Mandate & AI Disclaimer

6.1 Acknowledgement of Generative AI Technical Infrastructure.

The Client explicitly acknowledges, understands, and agrees that the Service acts fundamentally as an asynchronous data orchestration pipeline, and that all generative textual draft outputs, capability-matching analyses, and response frameworks are programmatically derived from external, third-party artificial intelligence architectures, specifically the Google Cloud Gemini Application Programming Interface (API).

The Client understands that generative artificial intelligence technology is inherently experimental, non-human, and governed by probabilistic natural language processing models. Consequently, these systems are technically susceptible to behavioral anomalies, including but not limited to: (a) “hallucinations” or the confident generation of completely false, fabricated, or inaccurate factual assertions; (b) contextual misinterpretations of complex enterprise requests for proposals (RFPs); (c) structural omissions of critical underlying details; and (d) the generation of syntactically flawed, repetitive, or contextually inappropriate business text. The Client accepts that the Provider does not control, alter, or guarantee the factual integrity or baseline commercial accuracy of the automated outputs generated by these external API sub-processors.

6.2 Mandatory “Human-in-the-Loop” Editorial Mandate.

THE SERVICE OPERATES EXCLUSIVELY AS A PRELIMINARY AUTOMATED DRAFTING AID FOR ADMINISTRATIVE INBOX OPTIMIZATION. THE SERVICE DOES NOT FUNCTION AS AN AUTONOMOUS, PUBLIC-FACING COMMUNICATION DEPLOYER, NOR DOES IT ENGAGE IN UNMONITORED EXTERNAL TRANSMISSIONS.

The Client agrees, covenants, and warrants as a material condition of this Agreement that all automated draft replies, matching summaries, and text blocks generated by the AI Workflow System must undergo mandatory, comprehensive, and exhaustive human review, verification, editing, and formal manual approval by an authorized human representative of the Client prior to being deployed, sent, published, or transmitted to any external third party, prospective customer, candidate, or partner. The Client explicitly retains sole, unalterable, and ultimate editorial control and responsibility over all business communications sent from its domains. Under no circumstances shall the Client rely on an unverified system output as a final, legally or commercially sound document.

6.3 Absolute Waiver of Consequential Damages and Business Fallout.

The Client explicitly agrees that in no event shall the Provider be liable to the Client, its affiliates, end-users, or any third party for any indirect, incidental, special, punitive, exemplary, or consequential damages whatsoever arising out of, or connected to, the use or execution of the Service. This absolute waiver of liability encompasses, without limitation, any and all claims for loss of business profits, loss of commercial opportunities, loss of pending or active corporate contracts (including million-dollar or enterprise-level project agreements), loss of anticipated revenues, damage to corporate or personal reputation, loss of prospective clientele, business interruption, or any other downstream financial, economic, or consequential injury resulting directly or indirectly from:

(a) The contextual inaccuracy, factual material error, or hallucinated content of any automated draft generated by the Service;

(b) The Client’s failure to execute its mandatory human-in-the-loop obligations, resulting in the transmission or deployment of an unedited, unverified, or flawed system draft to a third party; or

(c) Any structural, logic-loop, or processing failures of the orchestration pipeline resulting in a dropped transmission or incomplete transactional analysis.

7. Limitation of Liability

7.1 Direct Damages.

To the maximum extent permitted by applicable law, the Client explicitly agrees that the total, aggregate, and cumulative financial liability of the Provider (Irina Kariachkina) arising out of, or connected with, this Agreement, the Website, or the utilization of the AI Workflow System—whether such liability arises from a claim based upon contract, warranty, tort (including strict liability or active negligence), indemnity, or any other legal or equitable theory—shall be strictly limited and capped at a maximum monetary dollar amount. Specifically, the Provider’s total liability shall never exceed the exact total amount of fees actually paid by the Client to the Provider for the specific Subscription service during the twelve (12) month period immediately preceding the date on which the initial event giving rise to the liability occurred.

7.2 Exclusion of Damages.

Under no circumstances shall the Provider be liable to the Client, its corporate officers, employees, end-users, or any third-party beneficiaries for any loss of use, data corruption, system integration delays, or any form of indirect, incidental, special, exemplary, punitive, or consequential damages whatsoever. This absolute exclusion applies universally and explicitly bars any legal actions, claims, or demands seeking compensation for: (a) Loss of actual or anticipated business profits; (b) Forfeiture of active, pending, or prospective corporate contracts, commercial partnerships, or public procurement bids; (c) Total or partial loss of business revenues; (d) Unrecoverable injury to commercial or personal reputation; or (e) Operational business interruption or downstream organizational downtime.

7.3 Commercial Assumptions.

The Client explicitly acknowledges and agrees that the pricing schedules and financial subscription tiers established by the Provider for access to the AI Workflow System are fundamentally predicated upon, and structurally tied to, the enforceability of the limitations of liability and exclusions of damages set forth in this Section 7. The Client understands that the Provider would be unable, from a commercial and financial perspective, to offer the Service as a sole proprietorship at the specified subscription rates without these strict risk-allocation parameters. The provisions of this Section shall survive any expiration, cancellation, or judicial termination of this Agreement or the Client’s account access.

8. Third-Party Infrastructure and Services

8.1 Reliance on External Platforms.

The Client explicitly acknowledges, understands, and agrees that the Service is not a standalone, self-hosted software application. The functionality, data processing, and asynchronous execution of the AI Workflow System depend entirely on a deeply integrated ecosystem of external, third-party cloud applications, infrastructure providers, and processing platforms. This underlying technical architecture includes, without limitation, Google Workspace, Google Drive directories, the Google Cloud/Gemini Application Programming Interface (API), and the workflow orchestration systems hosted by Make.com (collectively, “Third-Party Services”).

8.2 Limitation of Liability for Third-Party Faults.

Under no circumstances shall the Provider be held responsible, liable, or contractually at fault for any processing delays, sequence failures, data omissions, delivery blockages, or financial losses incurred by the Client that are caused, directly or indirectly, by the operational status or technical modifications of these Third-Party Services. The Client understands that the Provider does not control the uptime, server stability, security frameworks, or data handling policies of external corporate entities. Consequently, the Provider disclaims all liability resulting from: (a) Scheduled or unscheduled service outages, server downtime, or network latency affecting Google Cloud or Make.com; (b) The sudden deprecation, technical modification, or permanent disruption of essential API endpoints or webhook routing loops by external developers; or (c) The permanent or temporary suspension, data corruption, or synchronization errors occurring within the Client’s or Provider’s cloud storage folders.

8.3 Compliance with Third-Party Terms.

The Client represents and warrants that their utilization of the Service, including the ingestion of Client Materials, will not cause the Provider to violate any underlying developer guidelines, acceptable use policies, or terms of service established by Google or Make.com. If a Third-Party Service flags, restricts, or suspends the Provider’s infrastructure account due to the volume, nature, or legal non-compliance of the Client’s specific data streams, the Provider reserves the right to immediately pause the Client’s workflow system access without liability or refund obligations.

9. Indemnification

9.1 Duty to Indemnify.

To the maximum extent permitted by applicable law, the Client agrees to defend, indemnify, and hold entirely harmless the Provider (Irina Kariachkina), including any operational contractors, administrative assistants, or third-party service integration accounts, from and against any and all third-party claims, liabilities, damages, losses, judgments, awards, fines, penalties, costs, and expenses (including reasonable attorneys’ fees, expert witness costs, and court expenditures) arising out of, or directly connected to, the specific operational scenarios set forth in Section 9.2.

9.2 Indemnification Triggers.

This unalterable obligation to defend and hold the Provider harmless applies directly to any legal actions or regulatory investigations initiated by external entities resulting from: (a) Terms and Policy Violations: Any material breach or non-compliance by the Client, or its authorized representatives, regarding any provision, restriction, or covenant established within these Terms, the Privacy Policy, or the Data Processing Agreement (DPA); (b) Third-Party Data and Consent Failures: The programmatic forwarding, routing, or ingestion of any Client Materials (including curricula vitae, commercial proposals, or personal data strings) into the AI Workflow System for which the Client failed to obtain explicit, valid, and legally documented data-subject consent, or a verified lawful basis for processing under applicable global frameworks (such as the GDPR); or (c) Deployment of Unverified Content: The Client’s external transmission, publication, commercial deployment, or communicative reliance upon any automated text drafts, matching metrics, or data summaries generated by the Service that were not manually reviewed, verified, and editorially approved by a human representative of the Client prior to distribution.

9.3 Control of Legal Defense.

In the event that a third-party claim or legal demand is brought against the Provider that falls within the scope of this Section 9, the Provider will promptly notify the Client in writing of the action. The Client shall immediately assume full financial responsibility for the legal defense. The Provider reserves the right, at its own discretion and at the Client’s ultimate expense, to participate in the defense or approve the selection of legal counsel. The Client shall not enter into any judicial settlement, compromise, or admitting of fault that imposes any financial liability or reputational harm upon the Provider without obtaining the Provider’s explicit, prior written authorization.

10. Governing Law & Dispute Resolution

10.1 Governing Law.

These Terms of Service, the Privacy Policy, the Data Processing Agreement (DPA), and any underlying commercial disputes, contractual friction points, or extra-contractual claims arising out of or in connection with the utilization of the AI Workflow System shall be governed by, interpreted, and enforced strictly in accordance with the substantive laws of the Republic of Italy, without giving effect to any principles of conflicts of law or choice of law provisions that would mandate the application of the statutory frameworks of any other national or international jurisdiction. The parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is completely excluded from application to this Agreement.

10.2 Forum Selection and Exclusive Jurisdiction.

The Client explicitly acknowledges, understands, and agrees that any formal legal action, judicial lawsuit, regulatory enforcement processing, or courtroom proceeding initiated by either party against the other shall be brought exclusively before the competent civil courts of Forlì-Cesena (FC), Italy. The Client hereby irrevocably submits to the personal and exclusive territorial jurisdiction of such Italian courts and waives any objections based upon forum non conveniens (inconvenient forum), local prejudice, or the logistical expense of cross-border litigation.

10.3 Pre-Litigation Consultation Mandate.

Prior to filing any formal legal claim, administrative complaint, or courtroom motion, both the Client and the Provider covenant and agree to engage in a good-faith, confidential, and direct business consultation to resolve the operational dispute amicably. The party claiming a breach or issue must transmit a detailed written notification to the other party outlining the specific contractual friction point and the precise remedy sought. The receiving party shall have thirty (30) business days from the date of receipt to respond and initiate direct executive discussions. No formal legal proceedings may be initiated until this thirty-day wind-down and consultation window has completely expired.

Here is the deeply comprehensive, enterprise-consistent version of Section 11 (Termination).

This is the closing structural bracket of your contract. It clearly outlines the mechanics of how the business relationship officially ends, ensures you can cut off access to problematic users instantly, and guarantees that your protective shields (like your limitation of liability and choice of court) remain active forever, even after the software stops running.

11. Term & Termination

11.1 Contractual Term and Auto-Renewal.

This Agreement shall commence upon the date of the Client’s binding acceptance (as established via the activation triggers in Section 1.2) and shall persist on a continuous, billing-cycle to billing-cycle basis matching the specific Subscription duration chosen by the Client at checkout (e.g., monthly or annually). Unless explicitly canceled by the Client or terminated by the Provider in accordance with this Section 11, the Subscription shall automatically renew at the conclusion of each billing period, and the authorized Merchant of Record shall be programmatically authorized to charge the designated payment method for the upcoming cycle fee.

11.2 Termination for Convenience by the Client.

The Client may terminate this Agreement for convenience at any absolute time by executing a cancellation request through the dedicated customer billing dashboard or subscription management portal embedded on the Website. The Client acknowledges that these billing management interfaces are structurally powered and updated by the designated Merchant of Record. Such cancellations will take operational effect at the precise conclusion of the then-current paid billing cycle. No prorated refunds, fractional credits, or processing adjustments shall be issued for unused days remaining within the active billing period.

11.3 Suspension and Termination for Cause by the Provider.

The Provider reserves the absolute, unalterable right to immediately suspend system access, revoke inbox authentication credentials, whitelist deletion, or permanently terminate this Agreement and the Client’s account for cause, without prior notice or judicial intervention, upon the occurrence of any of the following events: (a) Any material breach, non-compliance, or structural violation of the restrictions set forth in Section 5 (Acceptable Use Policy) or Section 6 (Human-in-the-Loop Mandate); (b) The non-payment, chargeback initiation, or payment failure of any scheduled subscription fees managed by the Merchant of Record; or (c) Any operational behavior by the Client that threatens the security, technical reputation, or infrastructure stability of the bdflowai.com domain, its underlying Make.com routing arrays, or integrated Google Cloud API nodes.

Upon a termination for cause under this section, all rights granted to the Client shall instantly cease, and the Provider holds zero obligation to return data or issue financial compensation.

11.4 Survival Clause.

The expiration, cancellation, or judicial termination of this Agreement for any reason whatsoever shall not affect the ongoing validity, enforceability, or binding nature of those provisions that by their internal character are intended to survive termination. Specifically, the rights, duties, and unalterable legal protections established under the following sections shall remain in full force and effect indefinitely following the closing of the Client’s account: Section 3 (Fees & Merchant of Record Liabilities), Section 4 (Intellectual Property Rights), Section 5.3 (Enforcement Rights), Section 6 (The Human-in-the-Loop & AI Disclaimer), Section 7 (Limitation of Liability), Section 8 (Third-Party Services Disclaimer), Section 9 (Indemnification), Section 10 (Governing Law & Dispute Resolution), and Section 11.4 (Survival Clause).

12. General Business Terms

12.1 Final Agreement.

These Terms, alongside the explicitly incorporated Privacy Policy and Data Processing Agreement (DPA), constitute the complete, exclusive, and unified legal agreement between the Provider and the Client regarding the utilization of the AI Workflow System, completely superseding any prior written or oral agreements, pitches, Slack conversations, or marketing communications.

12.2 Validity of Terms.

If any provision, clause, or sub-section of these Terms is determined by a competent court of Forlì-Cesena to be unlawful, void, or unenforceable, that specific provision shall be limited or severed to the minimum extent necessary, and the remaining provisions of the Agreement shall stay in full, uncompromised force and effect.

12.3 Enforcement Rights.

No failure or delay by the Provider in exercising any legal right, power, or operational remedy under these Terms shall operate as a waiver of that right, nor shall any partial exercise block further enforcement of your contractual protections.

13. Contact and Formal Notices

All formal legal notices, system complaints, infrastructure inquiries, or pre-litigation consultation communications directed to the Provider must be sent via registered electronic mail (PEC) or verified tracking mail to the corporate coordinates listed below:

Irina Kariachkina

Via Rimini, 70, 47030 San Mauro Pascoli (FC), Italy

Contact Email: contact@bdflowai.site

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SPECIFIC APPROVAL OF ONEROUS CLAUSES

(Italian Civil Code – Articles 1341 and 1342)

By checking the acceptance box during checkout, creating an account, or interacting with the Service endpoints, the Client explicitly acknowledges that they have carefully reviewed, understood, and provide express, separate digital authorization for the following specific sections of these Terms of Service which may limit their statutory rights or allocate commercial risks:

– Section 2.2 & 2.3: Disclaimer of Warranties (“As-Is Mandate”) and Right to Modify/Discontinue Service.

– Section 3.4: Absolute Non-Refundable Nature of Subscriptions.

– Section 5.3: Immediate Termination and Account Suspension Rights without Refund.

– Section 6.3: Absolute Waiver of Consequential Damages and Business Fallout.

– Section 7: Limitation of Liability (Direct Damages Cap and Risk Allocation).

– Section 8.2: Complete Liability Exclusion for Third-Party Platform Faults (Google/Make.com).

– Section 9: Indemnification Obligations Placed on the Client.

– Section 10: Governing Law (Substantive Italian Law) and Forum Selection (Exclusive Jurisdiction of the Courts of Forlì-Cesena, Italy).

– Section 11.4: Indefinite Survival of Protective Legal Shields Post-Termination.