1. Definitions and Interpretation
Agreement: These Terms of Business, together with any written proposal, order confirmation, or Statement of Work.
Customer: The client purchasing Services or Subscriptions from Flowbird Ltd.
Deliverables: Reports, documentation, configurations, or other materials provided by Flowbird Ltd under the Services.
Fees: The charges payable by the Customer for Services and/or Subscriptions as agreed in writing.
Services: Consultancy, CRM setup and integration, training, workshops, support, and related professional services.
Subscriptions: Third-party or proprietary software subscriptions purchased through Flowbird Ltd.
Business Day: A day other than Saturday, Sunday, or a UK public holiday.
Acceptance Criteria: The criteria for acceptance of Deliverables as specified in a proposal or Statement of Work.
2. Services and Deliverables
Flowbird Ltd shall provide the Services and Deliverables with reasonable skill and care.
Services may be delivered remotely or on-site as agreed.
All timelines are estimates unless explicitly guaranteed in writing.
3. Fees and Payment
3.1 First Order
Payment is due in full with the order, before commencement of Services. Accepted payment methods are BACS transfer or Stripe.
3.2 Subsequent Orders
Payment is due within 14 calendar days of the invoice date. Payment must be made by GoCardless (Direct Debit).
Flowbird Ltd reserves the right to amend or withdraw any proposal or quotation if the customer does not proceed with payment by GoCardless.
3.3 Software Subscriptions
All Subscriptions purchased through Flowbird Ltd are payable by GoCardless (Direct Debit) only.
Subscriptions will auto-renew unless cancelled in accordance with their terms. The Customer remains liable for subscription charges until the end of the billing cycle in which cancellation is confirmed.
Monthly Subscriptions:
Collection will be initiated two weeks before the renewal date. If payment is not successful, Flowbird Ltd will attempt collection again on the next Business Day. Flowbird Ltd will suspend access if payment is not received before renewal.
Annual Subscriptions:
An invoice will be issued one month prior to the renewal date. Collection will be initiated within seven days of the invoice date. If payment is not received, Flowbird Ltd will suspend or terminate the Subscription prior to renewal.
Failed GoCardless Collections:
Where a GoCardless collection attempt fails, Flowbird Ltd will charge a £20 administration fee (exclusive of VAT) per failed transaction, in addition to any charges applied by the bank or payment provider. Services and Subscriptions will be suspended until payment and fees are received.
3.4 Expenses
Reasonable out-of-pocket expenses (including travel, accommodation, and subsistence) incurred by Flowbird Ltd in the performance of Services may be recharged to the Customer, provided such expenses are agreed in advance.
3.5 Missed Appointment Fees
For missed or non-attendance of scheduled online consultancy sessions without at least 24 hours’ prior notice, Flowbird Ltd will bill a minimum of 15 minutes at the Customer’s agreed hourly rate.
3.6 Taxes
All Fees are exclusive of VAT or other applicable sales taxes, which will be added to invoices at the prevailing rate. The Customer is responsible for paying such taxes in addition to the Fees.
3.7 Currency
All Fees are quoted and payable in GBP (Pounds Sterling) unless otherwise agreed in writing.
Payment in USD or EUR may be accepted subject to agreement, but invoices in these currencies will be adjusted to reflect:
Prevailing exchange rates at the time of invoicing, any applicable bank charges or currency conversion costs, and an administration fee of 3% of the invoiced amount.
3.8 Late Payment
If the Customer fails to make any payment by the due date:
Flowbird Ltd will suspend Services and Subscriptions until payment is received in full.
Statutory interest will accrue on overdue sums at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
Flowbird Ltd is entitled to claim fixed late payment compensation of £40 (debts up to £999.99), £70 (debts £1,000–£9,999.99), or £100 (debts £10,000 and above).
Flowbird Ltd may recover reasonable costs of debt collection where these exceed the fixed compensation sum.
3.9 Budget Limits
Once the agreed budget, retainer, or prepaid pack of hours has been used, no further work will be carried out until a new pack or additional purchase order is agreed and in place.
3.10 FlowFlex Packs
If you purchase a FlowFlex Pack, it will be valid for a period of 12 months from the date of purchase. Any unused hours at the end of this period will be unclaimed and non-refundable.
3.11 Refunds
Payments for Services, Subscriptions, and FlowFlex Packs are non-refundable once commenced, delivered, or after the 12-month validity period (for FlowFlex). Refunds will only be made where required by law or at Flowbird Ltd’s sole discretion. Any refund agreed will exclude bank charges, payment provider fees, or administration costs already incurred.
3.12 No Set-Off
The Customer shall make all payments without withholding, deduction, set-off, or counterclaim, unless required by law.
4. Change Control
Any change to the scope or deliverables must be agreed in writing. Flowbird Ltd may issue a Change Request detailing revised costs, timescales, or scope. No change is binding until agreed by both parties.
5. Acceptance of Deliverables
Where Acceptance Criteria are specified:
The Customer shall test deliverables promptly and confirm acceptance or provide written notice of issues.
If no notice is given within 10 Business Days, deliverables shall be deemed accepted.
Use of deliverables in a live environment constitutes acceptance.
6. Customer Responsibilities
The Customer shall:
Provide timely access to information, systems, and personnel.
Ensure all required licences for third-party systems are in place.
Comply with all applicable laws.
Remain responsible for the accuracy and completeness of all information provided to Flowbird Ltd.
7. Intellectual Property
Flowbird Ltd retains all intellectual property in its methodologies, templates, tools, and know-how.
Subject to full payment, the Customer is granted a non-exclusive licence to use deliverables internally.
Customer materials remain the property of the Customer.
8. Data Protection
Both parties shall comply with UK GDPR and the Data Protection Act 2018.
Where Flowbird Ltd processes personal data on behalf of the Customer, a separate Data Processing Agreement may be required.
Flowbird Ltd shall not be liable for breaches caused by Customer instructions or third-party platforms.
9. Confidentiality
Each party shall keep confidential all information disclosed by the other which is marked or reasonably understood to be confidential, except where disclosure is required by law.
10. Non-Solicitation
During the Agreement and for 12 months after, the Customer shall not solicit or employ any Flowbird Ltd staff or contractors involved in the Services without Flowbird Ltd’s prior written consent.
11. Warranties and Exclusions
Flowbird Ltd warrants that Services will be provided with reasonable skill and care.
Except as expressly stated, all warranties, conditions, and guarantees are excluded to the maximum extent permitted by law.
Flowbird Ltd does not warrant that Services or Deliverables will guarantee particular results, outcomes, or sales improvements.
12. Limitation of Liability
Nothing limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
Flowbird Ltd shall not be liable for indirect, incidental, or consequential loss, including lost profits, revenue, or data.
Flowbird Ltd’s total aggregate liability shall not exceed the total Fees paid in the 12 months preceding the claim.
13. Term and Termination
Either party may terminate on 30 days’ written notice.
Either party may terminate immediately for material breach not remedied within 14 days, insolvency, or breach of data protection or anti-bribery laws.
On termination, the Customer shall pay for all Services performed up to the termination date.
14. Force Majeure
Neither party shall be liable for delay or failure to perform obligations due to events outside its reasonable control, including strikes, pandemics, natural disasters, or third-party system outages.
15. General
These Terms prevail over any conflicting terms in purchase orders or other documents.
Where the Customer issues a purchase order number, this shall be for the Customer’s administrative convenience only. Any terms or conditions attached to or referenced in such purchase order shall have no effect and shall not apply to the Agreement. The Agreement shall be governed solely by these Terms of Business and any written proposal or order confirmation issued by Flowbird Ltd.
Notices must be in writing and delivered to the registered office or email address of the parties.
Any complaints must be submitted in writing to Flowbird Ltd at customersupport@flowbird.co.uk. Flowbird Ltd will acknowledge receipt within 5 Business Days and will use reasonable efforts to investigate and resolve the issue promptly.
This Agreement is governed by the laws of England and Wales, and disputes shall be subject to the exclusive jurisdiction of its courts.