Last Updated: 24/7/2026
These Terms and Conditions govern the provision of AI chatbot development, hosting, and maintenance services provided by Johan Venter, Trading licence 72318031, VAT ID number CZ7404163778, hereinafter referred to as "CompliantFlow", the "Provider", "we", or "us" to the purchasing entity ("Client", "you"). By engaging our services, the Client agrees to be bound by these Terms and Conditions.
CompliantFlow will provide the Services as outlined in the specific Proposal, Quote, or Order Form agreed upon by both parties. This typically includes an initial Setup Fee for development and a recurring Monthly Retainer for hosting, maintenance, and compliance monitoring.
The Client acknowledges that the AI Chatbot utilises Large Language Models (LLMs) and generative AI technologies. These technologies are probabilistic and not deterministic.
CompliantFlow undertakes to perform all Services on a best effort basis. While we implement strict guardrails, knowledge-base grounding, and compliance protocols to minimise errors, we do not guarantee that the AI Chatbot will be 100% accurate, error-free, or free of "hallucinations" (instances where the AI generates plausible but incorrect or fabricated information).
The Client agrees that the AI Chatbot should not be used as a sole substitute for human judgment in critical matters. The Client is responsible for maintaining a clear escalation path (Human Handoff) for complex or sensitive End-User inquiries.
The Client, acting as the Deployer under the EU AI Act, is solely responsible for ensuring that End-Users are clearly informed that they are interacting with an Artificial Intelligence system. CompliantFlow will configure the AI Chatbot to display a standard AI disclosure (e.g., "Hello, I am an AI assistant"), but the Client must ensure this disclosure is not removed or obscured on their website.
The Client shall not use the AI Chatbot to process data in a manner that violates EU law, including but not limited to manipulating End-Users, exploiting vulnerabilities, or engaging in unlawful profiling.
For the purposes of the EU General Data Protection Regulation (GDPR), the Client acts as the Data Controller and CompliantFlow acts as the Data Processor.
The processing of any personal data of End-Users is governed by the DPA, which is incorporated into these Terms and Conditions by reference and includes, without limitation, provisions on the appointment and notification of sub-processors, international data transfer safeguards, personal data breach notification timelines, audit rights, and data return/deletion on termination.
The Client is solely responsible for obtaining all necessary consents from End-Users (e.g., via a Cookie Consent banner) before the AI Chatbot processes any personal data.
6.1 Each Party shall keep confidential all non-public business, technical, and financial information disclosed by the other Party in connection with the Services ("Confidential Information"), and shall not disclose such information to any third party except as required to perform its obligations under these Terms and Conditions, as required by law, or as otherwise agreed in writing.
6.2 This obligation does not apply to information that is or becomes publicly available other than through breach of this article, was already lawfully known to the receiving Party, or is independently developed without reference to the disclosing Party's Confidential Information.
6.3 This article survives termination of these Terms and Conditions for a period of three (3) years.
7.1 Invoicing: Setup fees are invoiced prior to the commencement of work (or as a 50/50 split). Monthly retainers are invoiced in advance on the first day of each billing cycle.
7.2 Late Payment: Late payments may incur statutory interest in accordance with applicable EU commercial late payment directives.
7.3 Waived Setup Fee - Annual Commitment: Where CompliantFlow agrees to waive or discount the Setup Fee in connection with the Client's commitment to a twelve (12) month prepaid Monthly Retainer, and the Client terminates the Agreement prior to completion of that twelve (12) month term for any reason other than a material, uncured breach by CompliantFlow, the Client shall become liable to pay the waived or discounted portion of the Setup Fee in full, without proration, within fourteen (14) days of termination. Any refund due to the Client on termination shall be limited to the unused, prepaid portion of the Monthly Retainer fee, calculated pro rata for the number of full months remaining in the twelve (12) month term following expiry of a thirty (30) day notice period, and shall be net of any amount owed under this Article.
8.1 Exclusion of Indirect Damages: To the maximum extent permitted by applicable law, CompliantFlow shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business, or reputational damage, arising out of or in connection with the Services or the use of the AI Chatbot, including AI hallucinations or incorrect responses.
8.2 Liability Limitation: In the event that CompliantFlow is nevertheless found legally liable for any direct damages arising from a breach of these Terms and Conditions, negligence, or errors in the AI Chatbot (including AI hallucinations or incorrect responses), the total compensation payable by CompliantFlow to the Client shall not exceed the total fees paid by the Client to CompliantFlow in the three (3) months preceding the event giving rise to the claim.
8.3 Exceptions: This limitation of liability shall not apply to damages caused by CompliantFlow's gross negligence, wilful misconduct, or breaches of GDPR data security obligations resulting in a personal data breach.
9.1 By the Client: The Client shall indemnify and hold harmless CompliantFlow from and against any claims, damages, or costs (including reasonable legal fees) arising from: (a) the Client's breach of these Terms and Conditions, the DPA, or applicable law; (b) Client Data that infringes the rights of, or is unlawfully obtained from, any third party; or (c) the Client's failure to display or maintain the AI disclosure required under Article 4.1.
9.2 By CompliantFlow: CompliantFlow shall indemnify and hold harmless the Client from and against any claims, damages, or costs (including reasonable legal fees) arising from CompliantFlow's gross negligence, wilful misconduct, or infringement of a third party's intellectual property rights by the underlying code, frameworks, or tools provided as part of the Services, save to the extent such claim arises from Client Data or Client instructions.
10.1 Client Ownership: The Client retains all ownership rights to their Client Data, brand assets, and the specific conversational workflows designed for their business.
10.2 CompliantFlow Ownership: CompliantFlow retains ownership of its underlying code, pre-existing frameworks, prompt engineering templates, and development tools. The Client is granted a non-exclusive, non-transferable license to use the AI Chatbot for the duration of the active service agreement.
11.1 The Client warrants that it has all necessary rights, licences, and consents to provide the Client Data to CompliantFlow for the purposes of configuring and operating the AI Chatbot, and that the Client Data does not infringe the intellectual property, privacy, or other rights of any third party, and does not contain unlawful content.
12.1 The Client acknowledges that CompliantFlow may engage Agents to perform part of the Services, including development, technical support, or hosting-related functions.
12.2 CompliantFlow shall ensure that any Agent is bound by confidentiality and data protection obligations no less protective than those set out in Article 6 (Confidentiality) and the DPA before being given access to any Client Data.
12.3 The limitations and exclusions of liability set out in Article 8 (Limitation of Liability and Disclaimer), and the indemnity in Article 9.2, shall extend to and be enforceable by CompliantFlow's Agents to the same extent as if they were CompliantFlow, provided that CompliantFlow's aggregate liability to the Client under these Terms and Conditions shall not be increased by reason of the Services having been performed in whole or in part by an Agent.
12.4 CompliantFlow remains responsible to the Client for the performance of the Services by its Agents as if such Services were performed by CompliantFlow itself.
13.1 Initial Term: The initial Setup phase is a one-time engagement. The Monthly Retainer operates on a month-to-month basis following the initial Setup, save where a twelve (12) month commitment applies under Article 7.3.
13.2 Termination: Either party may terminate the Monthly Retainer agreement by providing thirty (30) days written notice prior to the next billing cycle, subject to Article 7.3 where applicable.
13.3 Effect of Termination: Upon termination, CompliantFlow will provide the Client with an export of their Knowledge Base data. The AI Chatbot will be deactivated, and all End-User chat logs will be permanently deleted within 30 days, in accordance with the DPA.
14.1 Neither Party shall be liable for any failure or delay in performance under these Terms and Conditions to the extent such failure or delay is caused by circumstances beyond that Party's reasonable control, including but not limited to acts of God, war, civil unrest, governmental action, internet or utility failures, or failures of third-party infrastructure or AI model providers relied upon to deliver the Services.
15.1 The Client confirms that it is entering into these Terms and Conditions in the course of its trade, business, craft, or profession, and not as a consumer. Accordingly, statutory consumer protection provisions that would otherwise apply to consumer contracts do not apply to this Agreement.
16.1 CompliantFlow may refer to the Client's name and logo as a customer reference in its marketing materials, website, and case studies, unless the Client objects in writing, in which case CompliantFlow shall cease such use within a reasonable time.
17.1 Entire Agreement: These Terms and Conditions, together with the applicable Proposal/Quote/Order Form and the DPA, constitute the entire agreement between the Parties regarding the Services and supersede all prior agreements or understandings, written or oral, relating to their subject matter.
17.2 Amendments: No modification of these Terms and Conditions shall be effective unless made in writing and signed by, or otherwise agreed in writing between, authorised representatives of both Parties.
17.3 Severability: If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with one of similar economic effect.
17.4 Assignment: The Client may not assign or transfer its rights or obligations under these Terms and Conditions without the prior written consent of CompliantFlow, save in connection with a merger, acquisition, or sale of substantially all of its assets. CompliantFlow may assign these Terms and Conditions in connection with a sale or transfer of its business, provided the assignee assumes CompliantFlow's obligations under these Terms and Conditions and the DPA.
17.5 Notices: Formal notices under these Terms and Conditions shall be given in writing by email to the address specified in the applicable Proposal/Quote/Order Form, and shall be deemed received on the next business day following transmission.
17.6 Governing Language: These Terms and Conditions are drawn up in English. Any translation provided is for convenience only, and the English version shall prevail in the event of any conflict.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Czech Republic. Any disputes arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Zlín, Czech Republic.