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SmartFlows Terms & Conditions Last updated: 14 August 2026 1. Introduction These Terms & Conditions (“Terms”) govern access to and use of SmartFlows websites, client portals, artificial intelligence systems, Syms, applications, software, integrations and related services (“Services”). SmartFlows is a trading name of Hilden Beech Ltd, a company registered in England and Wales under company number 15182928, with registered office at Bartle House, 9 Oxford Court, Manchester, England, M2 3WQ. By creating an account, ordering, subscribing to, accessing or using any Service, you agree to these Terms. Where an Order Form, quotation, proposal or other written agreement has been agreed between SmartFlows and a Client, that agreement forms part of the contract. If there is an inconsistency, any specifically agreed written commercial terms will take precedence over these general Terms. These Terms are primarily intended for business customers. Where you use a Service as a consumer, nothing in these Terms limits any statutory consumer rights that cannot lawfully be excluded. 2. Definitions In these Terms: “SmartFlows”, “we”, “us” or “our” means Hilden Beech Ltd trading as SmartFlows. “Client”, “User” or “you” means the individual, company or organisation purchasing, accessing or using the Services. “Sym” means an artificial intelligence-powered worker, assistant, agent, application or associated automation supplied or operated through SmartFlows. “Services” means any SmartFlows website, software, Sym, client portal, API, application, integration, telephone service, AI functionality or related service. “Client Data” means information, documents, data, communications, records, files or other material supplied, connected, uploaded or made available by or on behalf of a Client. “Output” means information, content, responses, recommendations, communications, documents or actions generated or performed by a Sym. “Connected Service” means an external application or service connected to a Sym, including email, calendar, CRM, telephony, social media, accounting, cloud storage or other business systems. “Subscription” means a paid recurring arrangement giving access to one or more Services. “Credits” means prepaid or allocated usage available for Services where usage-based charging applies. 3. Accounts and Authorised Users You must provide accurate information when creating or maintaining an account. You are responsible for: protecting passwords and account credentials; controlling who is authorised to use your account; ensuring authorised users comply with these Terms; promptly removing access where it is no longer required; and notifying SmartFlows if you believe an account or credential has been compromised. You are responsible for activity carried out through your account except where that activity results directly from a breach of SmartFlows' obligations. Accounts and access rights may not be sold, transferred or shared with unauthorised third parties. 4. Provision of Services SmartFlows will provide the Services with reasonable skill and care. Services may depend upon third-party infrastructure, telecommunications networks, artificial intelligence providers, cloud services, email platforms and other external systems. We do not guarantee that a Service will: operate without interruption; be available at all times; be completely error-free; produce a particular commercial result; or remain unaffected by third-party outages or changes. We may carry out maintenance, security work, upgrades and improvements where reasonably necessary. We may modify functionality where required for security, compliance, compatibility, performance or continued development of the Services. We will take reasonable steps to avoid materially reducing the core functionality of a paid Service without good reason. 5. Syms and Artificial Intelligence 5.1 Nature of AI Services Syms use artificial intelligence and automated systems. AI systems are probabilistic and may occasionally: misunderstand instructions; generate incorrect information; omit relevant information; interpret data incorrectly; produce unexpected responses; or generate information that appears plausible but is inaccurate. These characteristics do not necessarily indicate a fault with the Service. 5.2 Human Oversight Clients remain responsible for deciding the degree of human supervision appropriate to their use of a Sym. Where an Output may materially affect: legal rights; financial decisions; employment; healthcare; safety; contractual commitments; regulatory obligations; or other significant decisions, the Client must apply appropriate human review unless SmartFlows has expressly agreed in writing to provide a Service designed and approved for that purpose. 5.3 Authority Given to a Sym A Sym may only perform actions within the authority and system permissions granted to it. Where a Client authorises a Sym to: send emails; make or receive telephone calls; book appointments; access records; update a CRM; publish material; communicate with customers; process files; access Connected Services; or perform other actions, the Client remains responsible for deciding whether that authority is appropriate. SmartFlows is not responsible for an action performed correctly by a Sym within permissions and instructions deliberately granted by the Client. 5.4 No Professional Advice Unless expressly agreed otherwise in writing, SmartFlows Services do not constitute legal, medical, financial, accounting, tax or other regulated professional advice. 6. Client Responsibilities The Client must ensure that its use of the Services is lawful and appropriate. The Client is responsible for: Client Data supplied to the Services; instructions provided to Syms; permissions granted to Syms; the lawfulness of connected datasets; obtaining required permissions or lawful bases; ensuring staff are authorised to use the Services; reviewing significant AI-generated Outputs; maintaining appropriate internal policies and controls; and complying with laws and regulations applicable to its business. You must not instruct a Sym to perform an act that would be unlawful if performed directly by you or your employees. 7. Acceptable Use You must not use the Services to: commit or facilitate unlawful activity; deliberately deceive, defraud or impersonate another person; unlawfully discriminate against individuals; infringe intellectual property rights; unlawfully obtain or process personal information; distribute malware or malicious code; attempt unauthorised access to systems or information; bypass security or access controls; interfere with SmartFlows infrastructure; conduct unlawful surveillance; send communications prohibited by applicable law; harass, threaten or abuse individuals; generate or distribute unlawful content; or use the Services in a manner likely to cause material harm to SmartFlows, another user or a third party. You must not reverse-engineer, copy, reproduce, resell or commercially exploit SmartFlows software, source code, system architecture or proprietary technology except where expressly authorised in writing or permitted by law. SmartFlows may restrict or suspend activity where we reasonably believe a Service is being misused. 8. Telephone, Email and Marketing Communications 8.1 Client Responsibility Where a Sym communicates with customers, prospects, suppliers, employees or other persons on behalf of a Client, the Client is responsible for ensuring that the communication is lawful. This includes compliance, where applicable, with: the UK GDPR; the Data Protection Act 2018; the Data (Use and Access) Act 2025; the Privacy and Electronic Communications Regulations (“PECR”); and other applicable communications, marketing and privacy legislation. 8.2 Marketing Communications The Client must determine whether consent, legitimate interests, an existing customer relationship or another lawful basis permits each proposed type of communication. The applicable requirements may differ according to: whether the recipient is an individual or business; whether a business is a corporate or individual subscriber; the communication method; whether the communication constitutes direct marketing; whether the communication is automated; the origin of the contact information; and the jurisdiction of the recipient. Clients must obtain consent wherever consent is legally required. 8.3 Telephone Calls Clients using Syms for telephone marketing are responsible for carrying out appropriate screening against applicable preference services, suppression lists and previous objections. Where consent is legally required for an automated marketing call, the Client must ensure valid consent has been obtained before instructing a Sym to make that call. 8.4 Opt-Outs and Suppression Clients must maintain and respect appropriate suppression, unsubscribe and do-not-contact records. A Client must not knowingly instruct a Sym to contact a person who has validly exercised a right not to receive that communication. 8.5 Client as Sender or Initiator Where a Sym sends or makes communications according to a Client's instructions, using Client-selected recipients, Client Data or Client campaigns, the Client is normally responsible for the purpose and lawful basis of those communications. Nothing in these Terms overrides any statutory allocation of responsibility under applicable law. 9. Data Protection 9.1 Privacy Policy Personal information will be processed in accordance with the SmartFlows Privacy Policy and applicable data-protection law. 9.2 SmartFlows as Controller SmartFlows acts as a data controller for certain information required to operate its own business, including account, billing, security, support and service-management information. 9.3 SmartFlows as Processor Where SmartFlows processes personal information solely on behalf of a Client, the Client will normally act as controller and SmartFlows as processor. In those circumstances SmartFlows will: process personal information only on documented Client instructions unless otherwise required by law; ensure persons authorised to process the information are subject to appropriate confidentiality obligations; implement appropriate technical and organisational security measures; use subprocessors subject to appropriate contractual protections; provide reasonable assistance with data-subject rights; provide reasonable assistance with applicable security and data-protection obligations; notify the Client of relevant personal-data breaches in accordance with applicable law; delete or return personal information following termination where required and reasonably practicable, subject to legal retention obligations; and make information reasonably necessary to demonstrate compliance available to the Client. The subject matter, nature, purpose and duration of processing, together with relevant categories of personal data and data subjects, are determined by the Services ordered, the Client's configuration and the Client's documented instructions. 9.4 Client Obligations as Controller Where the Client is controller, the Client is responsible for: establishing an appropriate lawful basis; providing required privacy information; responding to data-subject rights; ensuring data supplied to SmartFlows was obtained lawfully; determining appropriate retention periods; and ensuring its instructions to SmartFlows comply with applicable law. 10. Connected Third-Party Services A Client may authorise Syms to connect to third-party systems. The Client authorises SmartFlows to access and process information from a Connected Service only to the extent reasonably required to provide the requested functionality. The Client is responsible for maintaining any licences, subscriptions and permissions required for Connected Services. Third-party platforms are governed by their own terms and policies. SmartFlows is not responsible for: changes made by a third-party provider; third-party service interruptions; withdrawal or alteration of APIs; restrictions imposed by a third-party account; third-party authentication failures; or loss of functionality caused by a third party ceasing to support an integration. We may modify or discontinue an integration where the relevant third-party service makes continued operation impractical, insecure or unlawful. 11. Intellectual Property 11.1 SmartFlows Technology SmartFlows and its licensors retain ownership of all intellectual property in: the SmartFlows platform; Syms; software; source code; system architecture; workflows; generic prompts and frameworks; interfaces; databases; templates; designs; trademarks; branding; and underlying technology. Your Subscription grants you a limited, non-exclusive, non-transferable right to use the Services for the duration of your authorised access. 11.2 Client Data The Client retains ownership of its original Client Data. The Client grants SmartFlows the limited rights necessary to host, transmit, copy, process and otherwise use Client Data for the purpose of providing, securing and supporting the Services. 11.3 AI Outputs As between SmartFlows and the Client, the Client may use Outputs generated specifically for it through the Services, subject to applicable law and third-party rights. Because AI systems may generate similar or identical material for different users, SmartFlows cannot guarantee that an Output is unique or capable of intellectual-property protection. 11.4 Feedback and Improvements General feedback, suggestions and ideas provided about the operation of SmartFlows Services may be used to improve our products. We will not treat Client confidential information or Client Data as general product feedback. 12. Confidentiality Each party must protect confidential information received from the other and use it only for purposes connected with the Services. Confidential information does not include information that: is already lawfully public; was lawfully known before disclosure; is received lawfully from another source; is independently developed without use of the confidential information; or must be disclosed by law. This clause survives termination of the Services. 13. Subscriptions, Pricing and Payment 13.1 Charges The Client must pay the charges specified at the time of purchase or in the applicable quotation, Order Form or account. Unless stated otherwise, prices are exclusive of VAT and other applicable taxes. 13.2 Recurring Subscriptions Subscriptions continue until cancelled in accordance with these Terms or the applicable agreed commercial terms. Subscription fees are normally charged in advance. 13.3 Usage Charges and Credits Some Services may include usage allowances or Credits. Additional charges may apply where usage exceeds an included allowance or where the Client purchases additional Credits. Usage may include, depending on the Service: AI processing; telephone calls; voice processing; messages; emails; data processing; external API usage; or other metered activity. 13.4 Setup and Bespoke Work Setup, configuration, development and bespoke charges become non-refundable once the relevant work has commenced, except where required by law or otherwise agreed in writing. 13.5 Failed or Overdue Payments If a payment is overdue or fails, SmartFlows may: restrict usage; place one or more Services on hold; suspend access; or require outstanding amounts to be paid before restoring service. A reconnection or reinstatement charge may apply where stated in the applicable commercial terms or current pricing. Outstanding payment obligations survive suspension or termination. 13.6 Price Changes SmartFlows may change Subscription pricing. We will give reasonable notice of a material price increase affecting an existing paid Subscription, and the new price will apply from the relevant future billing or renewal date specified in that notice. 14. Cancellation Unless different cancellation arrangements have been agreed in writing, a Client may cancel a recurring Subscription by giving 30 days' notice. Charges continue during the applicable notice period and the Service remains available subject to these Terms. Cancellation does not automatically entitle the Client to a refund of: fees already due; completed setup work; bespoke development charges; consumed usage; or Credits already used. Any mandatory statutory refund rights remain unaffected. SmartFlows may immediately terminate or suspend a Service where required under these Terms. 15. Trials, Demonstrations and Test Environments Trial, demonstration, development and test environments may have: restricted functionality; limited usage; usage caps; temporary accounts; test telephone numbers; limited integrations; or shorter data-retention periods. Unless expressly agreed otherwise, test environments are not intended for sustained live or production use. SmartFlows may impose, extend, reduce or terminate test allowances at its discretion. A Client must not use a test environment primarily to avoid charges that would otherwise apply to live use of the Services. No guarantee is made that data, configuration or activity created in a temporary test environment will automatically transfer to a live Service. 16. Suspension SmartFlows may suspend or restrict access where reasonably necessary because of: non-payment; suspected fraud; security risk; misuse; unlawful activity; breach of these Terms; excessive or abnormal usage threatening service stability; regulatory requirements; a material threat to another person or system; or misuse of a test or trial environment. Where reasonably practicable, we will give notice and an opportunity to resolve the issue. We may act immediately where delay could create a material security, legal, financial or operational risk. 17. Termination by SmartFlows SmartFlows may terminate the Services where: the Client materially breaches these Terms and fails to remedy a remediable breach within a reasonable period; payment remains materially overdue; the Client repeatedly breaches these Terms; continued provision would be unlawful; continued use creates a material security or compliance risk; or the Client uses the Services fraudulently or abusively. Termination does not affect rights or liabilities arising before termination. 18. Consequences of Termination When a Service terminates: the Client's right to use that Service ends; authorised integrations may be disconnected; Syms may cease operating; unpaid amounts become payable; data may be deleted after applicable retention periods; and provisions intended to survive termination remain effective. Clients are responsible for exporting information they reasonably require before termination where export functionality is available. SmartFlows may retain information where required by law, for legitimate record keeping, security purposes or to establish or defend legal claims. 19. Service Outputs and Client Reliance SmartFlows does not warrant that every Output will be accurate, complete or suitable for a particular purpose. The Client is responsible for deciding when an Output requires checking before reliance, publication, communication or action. A Client must not knowingly present an AI-generated statement as independently verified fact where appropriate verification has not taken place and doing so could reasonably cause material harm. 20. Warranties SmartFlows warrants that it will provide paid Services with reasonable skill and care. Except as expressly stated in these Terms and to the fullest extent permitted by law, no other warranty, condition or representation is given regarding: uninterrupted availability; particular commercial outcomes; complete accuracy of AI Outputs; compatibility with every external system; or continued availability of third-party functionality. Nothing in these Terms affects warranties or rights that cannot lawfully be excluded. 21. Limitation of Liability Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot legally be excluded. Subject to the above, SmartFlows will not be liable for indirect or consequential losses, or for loss of: profit; revenue; anticipated savings; business opportunity; goodwill; or business interruption, except to the extent such limitation is prohibited by law. SmartFlows is not liable for loss resulting from: inaccurate Client Data; unlawful Client instructions; Client failure to review significant Outputs; credentials compromised through Client systems; Client misconfiguration; actions deliberately authorised by the Client; unsupported third-party modifications; or failures of third-party systems outside SmartFlows' reasonable control. For business Clients, SmartFlows' total aggregate liability arising from the Services during any twelve-month period will not exceed the total fees paid or payable by the Client for the affected Service during the twelve months immediately preceding the event giving rise to the claim. This liability cap does not apply where liability cannot lawfully be limited. 22. Client Indemnity This clause applies to business Clients. The Client will indemnify SmartFlows against reasonable losses, liabilities, claims, fines and costs arising directly from: unlawful Client Data supplied to SmartFlows; infringement of third-party rights by Client Data; unlawful communications instructed by the Client; the Client's failure to obtain legally required consent or other authority; deliberate misuse of a Sym; or a material breach of these Terms by the Client, to the extent that the relevant loss was caused by the Client's act or omission. The indemnity does not apply to the extent that a loss was caused by SmartFlows' own breach, negligence or unlawful conduct. 23. Force Majeure Neither party will be liable for delay or failure caused by circumstances outside its reasonable control. These may include: widespread telecommunications failures; internet infrastructure failures; major third-party cloud outages; natural disasters; war; terrorism; civil disorder; industrial action; government action; or other events that could not reasonably have been prevented. This clause does not excuse the Client from paying charges already properly due. 24. Changes to the Services SmartFlows continually develops its Services. We may introduce: new functionality; updated interfaces; improved AI models; security changes; replacement integrations; updated workflows; or other service improvements. Features may be changed or retired where reasonably necessary. Where a change materially removes core paid functionality, we will take reasonable steps to provide notice or an appropriate alternative where practicable. 25. Changes to These Terms We may update these Terms to reflect: changes to the Services; legal or regulatory requirements; security requirements; technological developments; or changes to our business. Updated Terms will be published with a revised “Last updated” date. Where a change materially affects an existing Client's contractual rights or obligations, we will take reasonable steps to notify the Client before the change takes effect. Where a material change is not required by law or security and significantly disadvantages the Client, the Client may cancel the affected Service before the change takes effect, subject to any applicable contractual commitments. 26. Notices SmartFlows may provide contractual or service notices by: email; account notification; the Client portal; or another contact method supplied by the Client. Clients are responsible for keeping contact information current. Notices to SmartFlows should be sent using the contact information in Clause 32. 27. Assignment A Client may not transfer its contractual rights or obligations without SmartFlows' prior written consent. SmartFlows may assign or transfer its rights and obligations as part of a genuine corporate reorganisation, financing, merger, acquisition or sale of its business, provided this does not materially reduce the Client's contractual rights. 28. No Partnership or Employment Relationship Nothing in these Terms creates a: partnership; joint venture; employment relationship; fiduciary relationship; or general agency relationship between SmartFlows and the Client. A Sym is technology supplied to assist the Client and does not become an employee of SmartFlows' Client merely because it is described commercially as an artificial worker, assistant or member of staff. 29. Third-Party Rights Except where expressly stated otherwise, a person who is not a party to the contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms. 30. Severability and Waiver If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in effect. A delay or failure by either party to enforce a contractual right does not waive that right. 31. Governing Law and Jurisdiction These Terms and any dispute or claim arising from them are governed by the laws of England and Wales. For business Clients, the courts of England and Wales have exclusive jurisdiction. Where the Client is a consumer, any mandatory rights concerning jurisdiction or applicable law remain unaffected. 32. Contact Information SmartFlows a trading name of Hilden Beech Ltd Bartle House 9 Oxford Court Manchester M2 3WQ United Kingdom Company number: 15182928 Email: info@smfls.com