Terms of Service

1. Parties & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between 2-IC DATA SYSTEMS (“we”, “us”, or “the Company”) and the organisation or individual (“Client”, “you”) that purchases or engages with any data migration or related service through the Flow-X platform (flow-x.madethis.app). By placing an order, checking the agreement box at checkout, or commencing any migration project, you confirm that (a) you are authorised to bind your organisation to these Terms, and (b) your organisation agrees to be bound by them.

2. Service Scope

2-IC DATA SYSTEMS provides business-to-business data migration services for CRM and ERP platforms, including but not limited to Salesforce, HubSpot, SAP, Microsoft Dynamics, and similar systems. Each engagement is governed by a Statement of Work (“SOW”) agreed in writing before project commencement. Services include data extraction, field mapping, transformation, validation, reconciliation, and load into the target system. Services do not include ongoing system administration, software licensing, or customisation beyond the agreed migration scope unless separately specified.

3. Payment Terms

All prices are quoted in British Pounds (GBP) exclusive of VAT unless stated otherwise. Two payment structures are available:

• 100% Upfront: Full project fee paid at order placement. Work commences within 2 business days of cleared payment.
• 50/50 Split: 50% paid at order placement; the remaining 50% invoiced upon delivery of the migrated dataset to the target system. Work commences within 2 business days of the initial cleared payment. The second payment is due within 14 days of invoice.

Payments are processed securely through the MadeThis platform via Stripe. Overdue balances (50/50 second instalment) accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to suspend delivery of remaining project phases until all outstanding amounts are settled.

4. Delivery Timelines

Our standard migration framework operates on a 12-week delivery timeline from project kick-off, structured as follows:

• Weeks 1–2: Discovery, access provisioning, field mapping
• Weeks 3–4: Data extraction and pre-migration audit
• Weeks 5–8: Transformation, validation, and dry-run
• Weeks 9–10: Client review and sign-off on dry-run results
• Weeks 11–12: Production migration and reconciliation report

Timelines are estimates. Delays attributable to the Client (e.g., access not provided, approvals withheld, incomplete data exports) will extend the timeline by the corresponding number of business days. We will notify you promptly of any delay and its cause.

5. Client Obligations

You agree to: (a) provide timely access to source and target systems, including read/write credentials and admin rights where required; (b) designate a named project contact with authority to approve field mappings and dry-run results; (c) retain an independent backup of all source data prior to migration; (d) respond to queries and review requests within 3 business days. We are not liable for migration errors that result directly from inaccurate information, withheld access, or late approvals by the Client.

6. Refunds & Cancellation

Refunds and cancellations are governed by our Refund & Cancellation Policy, incorporated herein by reference. In summary: work already completed is non-refundable; cancellation within 48 hours of project start entitles the Client to a 50% refund; no refund is available after data migration begins.

7. Intellectual Property

All data provided by the Client remains the exclusive property of the Client. 2-IC DATA SYSTEMS claims no ownership over any client data processed during a migration engagement. Our proprietary methodologies, tools, scripts, and documentation developed by 2-IC DATA SYSTEMS remain the intellectual property of the Company, except where a deliverable is expressly agreed in writing to be assigned to the Client. Any deliverable created specifically for the Client under a SOW (e.g., a custom field-mapping schema) is licensed to the Client on a perpetual, royalty-free, non-exclusive basis for internal business use.

8. Limitation of Liability

To the fullest extent permitted by law:

• Our total aggregate liability to you arising out of or in connection with any engagement shall not exceed the total fees paid by you for the specific project giving rise to the claim.
• We are not liable for any indirect, consequential, special, or punitive loss, including loss of profits, loss of data (beyond the migrated dataset itself), or loss of business opportunity.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

We strongly recommend you retain a full backup of all source data prior to any migration. Failure to maintain an independent backup may affect any claim relating to data loss.

9. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement, including technical configurations, business data, and commercial terms. This obligation survives termination of the project for a period of five (5) years. Neither party will disclose confidential information to third parties except sub-processors required to deliver the service (subject to equivalent confidentiality obligations) or as required by law or regulatory authority.

10. Data Protection

Both parties shall comply with UK GDPR and the Data Protection Act 2018. Where 2-IC DATA SYSTEMS processes personal data on behalf of the Client, it does so as a data processor. The terms of our Data Processing Agreement (GDPR Article 28) apply to all engagements involving personal data.

11. Termination

Either party may terminate an engagement with 14 days' written notice. In the event of termination by the Client, fees for work completed to date are non-refundable. In the event of termination by the Company (other than for Client breach), we will refund a pro-rated portion of fees for work not yet undertaken. We may terminate immediately for material breach (including non-payment) if the breach is not remedied within 7 days of written notice.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of England and Wales. Any dispute arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. Before initiating any legal proceedings, both parties agree to attempt good-faith resolution through written correspondence and, if necessary, mediation under the CEDR Model Mediation Procedure. A minimum 14-day good-faith resolution window applies before any formal escalation.

13. Amendments

We may update these Terms from time to time. Material changes will be notified via the platform and/or email at least 14 days before taking effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.

14. Contact

For any questions regarding these Terms, please contact us at team@flow-x.madethis.app.