Customer Agreement

PaxFlow General Terms & Conditions

Version 2.2 · Effective 11 October 2026 · https://paxflow.io/customer-agreement

These PaxFlow General Terms & Conditions (the “General Terms”) govern the provision of the PaxFlow Services by PaxFlow ehf, reg. no. (kt.) 420822-0570, registered in Iceland at Borgartún 27, 105 Reykjavík (“PaxFlow”), to the Customer. The “Agreement” means these General Terms, the Subscription Plan selected through the Services or an applicable Subscription Schedule, any Addenda, and the PaxFlow Data Processing Agreement. For self-service subscriptions, no separate Subscription Schedule is required.

By selecting or purchasing a Subscription Plan through the Services, signing a Subscription Schedule, or using the Services and/or creating a User Account on behalf of a Customer, the Customer accepts these General Terms and the incorporated Data Processing Agreement and referenced policies. A person accepting on behalf of a business represents that they are authorised to bind that business.

Introduction

PaxFlow provides an operation management solution to tours and activities operators. PaxFlow is offered as a cloud-hosted software-as-a-service solution to different types of tour operators ranging from day-tour operators, excursion providers, and companies offering various types of experiences and activities. PaxFlow continuously develops and improves its solution to empower tour operators to streamline operations with automations and customer self-service.

1. Definitions

Capitalised terms not otherwise defined in the Agreement shall have the meaning set out below:

User Account: the account held by the Customer.
Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services.
User Account Data: account and usage data of the Customer’s account owner, administrators and authorised Users that PaxFlow processes as an independent controller for account administration, billing, security, fraud prevention, service communications and its own service improvement purposes in accordance with its Privacy Policy. Operational workforce data processed on the Customer’s behalf remains Customer Data.
PaxFlow Data: (i) information or data provided by PaxFlow to the Customer as part of the Services; (ii) service usage metadata and product analytics generated by PaxFlow to operate, maintain and improve the Services, excluding Customer Data; and (iii) feedback or suggestions from the Customer or Users concerning the Services. Processing of personal data within usage metadata remains subject to applicable Data Protection Laws.
Customer Data: the data and information provided by the Customer to PaxFlow and/or inputted by the Customer, Users, or PaxFlow on the Customer’s behalf for the purpose of using the Services, or data collected and processed by or for the Customer through the Customer’s use of the Services (including personal data of End Clients collected via the platform and the Customer’s own forms), but excluding PaxFlow Data and User Account Data.
Customer: a PaxFlow user who has a contractual relationship with PaxFlow for the use of the Services.
Subscription Schedule: an ordering document (however titled) agreed between PaxFlow and a Customer that specifies subscription and commercial terms and incorporates these General Terms. A Subscription Schedule is not required for self-service subscriptions.
Addendum: any addendum or appendix for add-ons or additional services agreed by the Parties under, and forming part of, the Agreement or an applicable Subscription Schedule.
Data Processing Agreement: the PaxFlow Data Processing Agreement published at https://paxflow.io/data-processing-agreement/, as amended from time to time, which governs PaxFlow’s processing of personal data as a processor and is incorporated into this Agreement.
General Terms: these PaxFlow General Terms & Conditions, as amended from time to time, published at https://paxflow.io/customer-agreement.
End Client: the customer of a PaxFlow Customer, being the person who books an activity or tour via the Customer.
Customer Personal Data: personal data contained in Customer Data that PaxFlow processes as processor on the Customer’s behalf, including traveller and operational workforce data, but excluding User Account Data processed by PaxFlow as an independent controller.
Data Protection Laws: all laws relating to data protection and privacy applicable to a Party’s processing of personal data under this Agreement, including the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Icelandic Act on Data Protection and the Processing of Personal Data No. 90/2018 and other EEA data protection law.
Subscription Plan: the PaxFlow subscription plan selected by the Customer through the Services or specified in an applicable Subscription Schedule, including the Fees, Included Volume, billing frequency, Initial Subscription Term and plan-specific terms.
Included Volume: the passenger volume included in the Subscription Plan for the applicable measurement period, as specified in the published PaxFlow price list or an applicable Subscription Schedule.
Overage Rate: the per-passenger charge for volume exceeding Included Volume, as specified in the published PaxFlow price list or an applicable Subscription Schedule.
Effective Date: the date on which the Customer first subscribes to a paid Subscription Plan through the Services, or another date specified in an applicable Subscription Schedule or written agreement.
Initial Subscription Term: the initial subscription commitment selected through the Services or set out in an applicable Subscription Schedule, commencing on the Effective Date.
Renewal Period: each renewal term following the Initial Subscription Term, as described in clause 13.1.
Confidential Information: information of a Party that is proprietary or confidential and is either clearly labelled as such; identified as Confidential Information in clause 9; and/or would be understood by a reasonable person to be confidential or proprietary at the time of disclosure.
Business Day: any day which is not a Saturday, Sunday or statutory public holiday in Iceland.
Business Hours: 9.00 am to 4.00 pm Greenwich Mean Time on each Business Day.
Fees: the Subscription Fees, overage charges and any additional fees or expenses applicable under the selected Subscription Plan, published price list or Subscription Schedule.
Inappropriate Content: content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) causes damage or injury to any person or property.
Intellectual Property Rights: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
Privacy Policy: the PaxFlow privacy policy as amended from time to time (https://paxflow.io/privacy-policy/).
Services: (i) use of the Software in accordance with this Agreement; (ii) use of PaxFlow Data; and (iii) the provision of the Support Services.
Software: the software applications provided by PaxFlow as part of the Services inclusive in the chosen plan.
Subscription Fees: the fees payable by the Customer for the selected Subscription Plan, as shown at checkout or in the applicable Subscription Schedule.
Subscription Term: the Initial Subscription Term and any subsequent Renewal Periods.
Support Services: the PaxFlow standard support services provided in respect of the Software during Business Hours, including any applicable Software maintenance upgrades.
Third-Party Services: online applications and offline software products that are provided by third parties and interoperate with the Services.
Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.

2. User Account

2.1 PaxFlow shall provide the Services during the Subscription Term in accordance with the terms set out in this Agreement.

2.2 Each User shall keep a secure password for their use of the Services, shall change that password frequently, and shall keep their password confidential.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material (including Customer Data and User Account Data) during the course of its use of the Services that: (2.3.1) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (2.3.2) facilitates illegal activity; or (2.3.3) is otherwise illegal or causes damage or injury to any person or property. PaxFlow reserves the right, without liability or prejudice to its other rights, to disable the Customer’s access to any material that breaches this clause.

2.4 The Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means.

2.5 The Customer shall not: (a) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (b) access all or any part of the Services in order to build a product or service which competes with the Services; (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Users and Third-Party Services enabled by the Customer under clause 11; or (d) attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 2.

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify PaxFlow.

3. The Services

3.1 PaxFlow shall use commercially reasonable endeavours to make the Services (excluding any Third-Party Services) available 24 hours a day, seven days a week, and for at least 99.5 percent of the time, excluding: (3.1.1) any planned or scheduled maintenance downtime notified to the Customer in advance; (3.1.2) congestion whereby high traffic levels result in service disruption caused by the Customer exceeding any agreed capacity; (3.1.3) issues resulting from problems caused by the Customer’s failure to follow agreed procedures, or caused by unauthorised changes to the Services by the Customer; (3.1.4) material breach by the Customer of the terms of this Agreement; or (3.1.5) a force majeure event. For the avoidance of doubt, the availability target in this clause is a service objective only and does not give rise to service credits or any other remedy.

3.2 PaxFlow will, as part of the Services, provide the Customer with PaxFlow’s standard Support Services during Business Hours. Unless a service-level agreement (SLA) is expressly specified in the applicable Subscription Plan or Subscription Schedule or agreed separately in writing, no SLA applies. A separate SLA setting out response and resolution targets is available to the Customer on request and, if agreed, on separate terms and (where applicable) at additional cost.

4. Fees and Payments

4.1 The Customer shall pay the Subscription Fees and any additional applicable Fees for the Subscription Plan selected through the Services or specified in an applicable Subscription Schedule. PaxFlow shall invoice the Subscription Fees in accordance with the applicable billing frequency, in advance, commencing on the Effective Date and continuing for the duration of the Subscription Term.

4.2 The Customer shall maintain a valid authorised payment method where payment is made by credit card. PaxFlow may charge the authorised payment method for applicable Fees until outstanding Fees are paid in full. Direct invoicing and bank transfer are available only where agreed by PaxFlow or specified in an applicable written contract.

4.3 Each Subscription Plan includes the passenger volume specified for the applicable measurement period in the published PaxFlow price list or an applicable Subscription Schedule. Passenger volume is measured by passengers processed through the Services as described in PaxFlow’s published Pax Metric documentation. If the Customer exceeds Included Volume, PaxFlow may, at its option, (a) charge excess volume at the applicable Overage Rate, invoiced in arrears with or following the next subscription invoice, or (b) require an upgrade to an appropriate higher Subscription Plan, effective when the upgrade is made. The Customer may request an upgrade at any time. A downgrade shall take effect no earlier than the next applicable subscription or renewal period and shall not reduce an existing minimum commitment. PaxFlow may notify the Customer of usage exceeding Included Volume, but failure to notify does not waive applicable charges. Alternative arrangements in a Subscription Schedule prevail.

4.4 Subscription Fees are due on the first day of the applicable billing period. For monthly billing, a grace period of seven (7) calendar days applies after the due date; for annual billing, the grace period is thirty (30) calendar days. These grace periods depend on billing frequency, not the length of the contractual commitment. If payment remains outstanding after the applicable grace period, PaxFlow may, after giving the Customer at least ten (10) Business Days’ written notice and without liability, suspend or disable access to all or part of the Services until payment is made in full. Suspension does not relieve the Customer of its payment obligations. Any alternative payment terms expressly agreed in a Subscription Schedule or other written contract prevail.

4.5 All amounts and Fees stated or referred to in this Agreement are non-refundable and are exclusive of all Taxes. The Customer shall be solely responsible for paying all applicable Taxes relating to this Agreement and to the use of or access to the Services, save that PaxFlow is responsible for taxes based on its own net income.

4.6 PaxFlow reserves the right to increase the Fees from time to time, with effect from the following month, by giving the Customer no less than thirty (30) days’ notice. For the avoidance of doubt, PaxFlow is not required to notify the Customer of any change to the price of a Service to which the Customer is not subscribed.

4.7 Withholding and gross-up. All Fees are payable free and clear of, and without deduction or withholding for, any Taxes, except as required by law. If the Customer is required by applicable law to deduct or withhold any Tax from a payment to PaxFlow, the Customer shall increase the amount payable so that, after all required deductions and withholdings, PaxFlow receives and retains an amount equal to the amount it would have received had no such deduction or withholding been required. The Customer shall account for the withheld amount to the relevant authority and, on request, provide PaxFlow with official receipts or certificates evidencing the withholding. For clarity, PaxFlow is not obliged to register for, collect, or remit any Tax in the Customer’s jurisdiction.

5. Customer Obligations

5.1 The Customer shall provide all information as may be reasonably required by PaxFlow in order to provide the Services.

5.2 The Customer shall be responsible for ensuring that only registered Users have access to the Services in accordance with this Agreement. In the event of damage in connection with unauthorised access, the Customer shall be liable for that damage.

5.3 The Customer shall ensure that Customer Data and its use of the Services comply with applicable laws and third-party rights and with the restrictions in clause 2. PaxFlow may remove material reasonably suspected of violating those requirements, on notice to the Customer where practicable.

5.4 The Customer shall ensure that its Users comply with the access, intellectual-property and acceptable-use restrictions in clause 2.

5.5 The Customer shall maintain appropriate controls over its Users’ access and promptly notify PaxFlow of suspected unauthorised access or use, as further provided in clause 2.6.

6. Force Majeure

PaxFlow shall not be in breach of this Agreement, nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure results from events, circumstances or causes beyond its reasonable control.

7. Customer Data

7.1 The Customer owns all right, title and interest in Customer Data and is responsible for its legality, appropriateness, completeness, reliability, integrity, accuracy and quality. The Customer is controller of personal data processed on its behalf through the Services, including traveller and operational workforce data; PaxFlow processes such data as processor in accordance with the Data Processing Agreement. PaxFlow is separately responsible for User Account Data it processes as an independent controller under its Privacy Policy.

7.2 The Customer acknowledges that responsibility for all Customer Data and any communications with others or between Users using the Services is the sole and exclusive responsibility of the Customer, and that PaxFlow will not be held responsible for any copyright or other infringement, or violation of any person’s rights or of any laws, arising in relation to Customer Data. The Customer agrees to indemnify and hold harmless PaxFlow from and against all losses, damages, actions, suits, claims, demands, penalties and interest arising in connection with such Customer Data, to the extent not caused by PaxFlow’s wilful misconduct.

7.3 The Customer acknowledges that PaxFlow is not obliged to edit, moderate or modify Customer Data. However, PaxFlow reserves the right to remove any Customer Data which it reasonably believes breaches any laws or regulations, any third party’s rights or this Agreement, or is deemed Inappropriate Content, and will notify the Customer if it does so. PaxFlow disclaims all liability in respect of Customer Data and any other material accessible using the Services, and expressly disclaims all liability for any fraud committed in connection with the Services.

7.4 The Customer grants PaxFlow a non-exclusive, worldwide, royalty-free right to use the Customer’s name, logo, trademarks, and general description of its business for the purpose of identifying the Customer as a user of the Services in PaxFlow’s marketing, promotional, sales, website, press, financial reports and investor materials. Such use shall not include disclosure of Customer Data, User Account Data, or other Confidential Information.

7.5 The Customer grants PaxFlow a non-exclusive, perpetual right to use Customer Data in aggregated and anonymised form, which does not identify the Customer, its End Clients or any individual, to develop and improve the Services, including statistical, forecasting and machine-learning models.

8. Data Protection

8.1 The Parties shall each comply with their respective obligations under applicable Data Protection Laws (including the GDPR and Icelandic/EEA data protection law) in respect of personal data processed under this Agreement.

8.2 The Parties distinguish (a) Customer Personal Data, meaning personal data within Customer Data processed by PaxFlow on behalf of the Customer, including traveller, booking, form, communications and operational workforce data, for which the Customer is controller and PaxFlow is processor under the Data Processing Agreement; and (b) User Account Data processed by PaxFlow as an independent controller for its own purposes, in accordance with its Privacy Policy. The same individual may have data processed in different capacities depending on the purpose.

8.3 The PaxFlow Data Processing Agreement available at paxflow.io/data-processing-agreement governs PaxFlow’s processing of personal data as a processor and is incorporated into this Agreement. A current list of PaxFlow’s sub-processors is available to the Customer on request or as set out in an applicable Subscription Schedule.

8.4 PaxFlow shall maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, and shall comply at all times with applicable Data Protection Laws.

9. Confidentiality

9.1 Each Party (as “Receiving Party”) shall keep confidential all Confidential Information of the other Party (as “Disclosing Party”) and shall not use it except for the purpose of performing this Agreement. “Confidential Information” means non-public information disclosed by or on behalf of the Disclosing Party that is marked as confidential or would reasonably be understood to be confidential, including the Customer Data and PaxFlow’s non-public technical, security and commercial information (such as security measures, the results of any tests on the system, pricing, and product roadmap).

9.2 Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party, without obligation of confidence, before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without obligation of confidence. Nothing in this clause restricts the Customer from discussing, reviewing or referring to the generally available features or functionality of the Services, or prevents any disclosure required by law or regulation (provided that, where lawful, the Receiving Party gives the Disclosing Party reasonable prior notice).

9.3 The duty of confidentiality extends to each Party’s employees and contractors and, in respect of Confidential Information, survives termination or expiry of this Agreement. For clarity, PaxFlow’s use of the Customer’s name, logo or general business description as permitted under clause 7.4 does not breach this clause.

10. Intellectual Property Rights

10.1 PaxFlow’s Intellectual Property Rights in or arising out of the Services shall at all times remain the property of PaxFlow. Nothing in this Agreement shall be regarded as an assignment of such Intellectual Property Rights to the Customer.

10.2 Any Intellectual Property Rights in or arising out of the Services that may be owned by third parties shall at all times remain with such third parties.

11. Third-Party Services

11.1 PaxFlow may recommend, provide access to, and/or enable the Customer’s use of Third-Party Services. Such Third-Party Services are made available only as a convenience, and the Customer’s purchase, access or use of any such Third-Party Services is solely between the Customer and the applicable third-party provider. In addition to this Agreement, the Customer agrees to be bound by any additional terms applicable to such Third-Party Services.

11.2 Any use of Third-Party Services is entirely at the Customer’s own risk and discretion, and it is the Customer’s responsibility to read the applicable terms and privacy policies before use. In some instances PaxFlow may receive a revenue share from third-party providers. PaxFlow provides no warranties in respect of any Third-Party Services and has no control over, and shall not be responsible for, such Third-Party Services.

11.3 The availability of Third-Party Services through integration with the Services does not constitute or imply any endorsement, authorisation, sponsorship, or affiliation by PaxFlow. PaxFlow does not guarantee the availability of Third-Party Services and may disable access to any Third-Party Service at any time in its sole discretion and without notice, and shall not be liable for any such discontinuation, suspension or disablement.

11.4 If the Customer installs or enables a Third-Party Service, it grants PaxFlow permission to allow the applicable third-party provider to access its data and materials as required for the integration. Any exchange of data or interaction between the Customer and the third-party provider is solely between them, and PaxFlow is not responsible for any disclosure, modification or deletion of the Customer’s data or materials, or for any corresponding losses, resulting from such access.

11.5 The relationship between the Customer and any third-party provider is solely between them, and PaxFlow has no obligation to intervene in any dispute arising between them.

11.6 Under no circumstances shall PaxFlow be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary or exemplary damages or loss whatsoever that result from any Third-Party Services and/or the Customer’s contractual relationship with any third-party provider, even if PaxFlow has been advised of the possibility of such damages, to the fullest extent permitted by applicable law.

11.7 The Customer agrees to indemnify and hold PaxFlow, its affiliates, and their respective officers, directors and employees harmless from any claim or demand, including reasonable legal fees, arising out of the Customer’s use of a Third-Party Service and/or relationship with a third-party provider.

11.8 AI Assistant Connections. The Services may allow Users to connect third-party AI assistants (such as Claude or ChatGPT) to the Services through the Model Context Protocol, OAuth sign-in or personal API keys (an “AI Assistant Connection”). AI assistants are Third-Party Services, and clauses 11.1 to 11.7 apply to them. The AI provider is engaged by the Customer and is not a sub-processor of PaxFlow.

11.9 Enabling an AI Assistant Connection is the Customer’s instruction for PaxFlow to provide the data and perform the actions requested through it, within the permissions of the connecting User. Actions taken and communications sent through an AI Assistant Connection are treated as actions of that User, and the Customer is responsible for them. AI-generated output may be inaccurate or incomplete, and the Customer is responsible for reviewing it before relying on it.

11.10 The Customer is responsible for its agreement with the AI provider and for ensuring a lawful basis and appropriate safeguards, including for any transfer outside the EEA, before Customer Personal Data is disclosed through an AI Assistant Connection.

11.11 Users shall keep API keys and sign-in tokens confidential. PaxFlow may limit, suspend or revoke AI Assistant Connections, API keys or tokens for security reasons, suspected misuse, excessive usage or breach of this Agreement, and may change or discontinue AI Assistant Connection functionality.

11.12 PaxFlow does not use Customer Data received or returned through AI Assistant Connections to train AI models, other than in aggregated and anonymised form under clause 7.5.

12. Limitation of Liability

12.1 All usage of the Services is at the Customer’s own risk.

12.2 Neither PaxFlow nor its affiliates, nor any of their respective officers, directors, members, shareholders, employees, agents, third-party content providers or licensors warrant that the Services or Software will be uninterrupted, timely, secure or error-free, nor do they provide any warranty as to (a) the results that may be obtained from use of the Services or Software, including their accuracy, reliability, quality, adequacy, timeliness or authenticity; or (b) the accuracy, reliability, quality, adequacy, timeliness or authenticity of any advertisements, information, services, products or other material purchased through or provided via the Services. The Services and Software are provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including warranties of merchantability, non-infringement or fitness for a particular purpose.

12.3 In no event will PaxFlow, or any person or entity involved in creating, producing or distributing the Services or Software, be liable to the Customer or any other person for any indirect, incidental, special, punitive or consequential damages, or loss of profit or revenue, arising out of the use of or inability to use the Services or Software. To the maximum extent permitted by law, PaxFlow’s aggregate liability to the Customer under this Agreement shall be limited to the Subscription Fees paid by the Customer to PaxFlow in the six (6) months immediately preceding the date on which the cause of action arose.

12.4 The Customer agrees to indemnify and hold harmless PaxFlow, its affiliates, and their respective officers, directors and employees from and against any and all third-party claims relating to, arising out of, or resulting from use of the Services and Software, other than claims arising from the gross negligence or wilful misconduct of PaxFlow.

12.5 By using any Service and agreeing to this Agreement, the Customer acknowledges that it has not relied on any prior representation, warranty or other assurance made by or on behalf of PaxFlow, and waives all rights and remedies which might otherwise be available in respect of such representation, warranty or assurance, provided that nothing in this clause shall exclude or limit any liability for fraud.

13. Term and Termination

13.1 The Initial Subscription Term is the term selected through the Services or specified in an applicable Subscription Schedule and begins on the Effective Date. The Agreement automatically renews for successive Renewal Periods equal to the Initial Subscription Term, unless either Party gives notice of non-renewal before the end of the then-current term, in accordance with the applicable Subscription Plan or Subscription Schedule. The Customer may give notice of non-renewal by email to sales@paxflow.io. Any agreed minimum subscription commitment remains binding notwithstanding the billing frequency.

13.2 PaxFlow may terminate the Services with immediate effect by giving written notice to the Customer if: (13.2.1) the Customer commits a material breach of any provision of this Agreement; (13.2.2) the Customer becomes insolvent, ceases to trade, or has a liquidator, receiver, manager, administrator or similar officer appointed over the whole or part of its business, or enters into any arrangement or composition with its creditors, or is made bankrupt, or undergoes a similar or analogous event in any jurisdiction; (13.2.3) the Customer fails to pay any amount due and payable by its due date; or (13.2.4) the Customer objects to PaxFlow’s appointment of a sub-processor under the PaxFlow Data Processing Agreement available at paxflow.io/data-processing-agreement and the Parties are unable to resolve the objection as provided in that agreement.

13.3 Upon termination or expiry, the Customer may request an export of Customer Data by written notice to sales@paxflow.io within thirty (30) days following termination. PaxFlow shall make the Customer Data available in a commonly used electronic format within a reasonable period. Additional extraction, conversion, migration or other assistance beyond the standard export may be charged at reasonable rates, subject to mandatory Data Protection Laws. Customer Personal Data shall be returned or deleted in accordance with the Data Processing Agreement. PaxFlow may close the User Account after the applicable export period, subject to its obligations under the Data Processing Agreement and applicable law.

13.4 Upon termination, all unpaid Fees shall become due and payable.

14. General

14.1 Waiver. A waiver of any right under this Agreement is only effective if in writing and applies only to the Party to whom it is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

14.2 Invalid Provisions. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

14.3 Governing Law and Jurisdiction. All disputes arising out of or in connection with this Agreement shall be governed by Icelandic law, which shall apply to the interpretation of this Agreement and its Schedules. If conciliation proves ineffective, a case shall be brought before the Reykjavík District Court.

14.4 Third-Party Rights. A person who is not a Party to this Agreement has no rights to enforce, or to enjoy the benefit of, any term of this Agreement.

14.5 Subcontracting and Assignment. PaxFlow may at any time assign, subcontract, delegate or otherwise deal with any or all of its rights and obligations related to the Services and this Agreement. The Customer shall not assign, transfer, delegate or otherwise deal with any of its rights and obligations related to the Services and this Agreement without the prior written consent of PaxFlow, to be given or withheld in PaxFlow’s sole discretion.

14.6 Notifications. All notifications of legal notices or service of legal process shall be given under this Agreement in English, in writing, to the address given by either Party. All other notifications may be given in writing via email; PaxFlow’s email address is sales@paxflow.io.

14.7 Variations. Save as otherwise expressly stated in this Agreement, this Agreement may only be modified or varied in writing executed by duly authorised representatives of both Parties.

14.8 Survival. In addition to those provisions which by their nature are intended to survive termination, clauses 9, 10, 11, 12, 13, 14.3 and 15 of this Agreement, and the PaxFlow Data Processing Agreement available at paxflow.io/data-processing-agreement to the extent stated therein, shall survive termination or expiration of this Agreement.

14.9 PaxFlow may amend or replace these General Terms from time to time by publishing an updated version on its website. PaxFlow shall notify Customers of material changes by email or through the Services within a reasonable period before those changes take effect, except where urgent changes are required by law or security needs. Changes to Fees remain subject to clause 4.6. Continued use following the effective date of updated terms constitutes acceptance to the extent permitted by applicable law. Individually agreed Subscription Schedules and Addenda continue to prevail in the event of conflict unless otherwise agreed in writing.

14.10 Governing Language. This Agreement is drawn up and executed in English, which shall be the sole authoritative and governing language for all purposes. PaxFlow is under no obligation to provide a translation. Any translation provided for convenience shall have no legal effect, and the English version shall prevail in the event of any inconsistency.

14.11 Export Control. The Service, Software and other PaxFlow materials are subject to the export control laws of various countries. The Customer agrees that it will not submit the Service or other PaxFlow materials to any government agency for licensing or regulatory approval without PaxFlow’s prior written consent, and will not export the Service, Software, data or materials to countries, persons or entities prohibited by such laws. The Customer shall be responsible for complying with all applicable governmental regulations of its country of registration and any foreign countries with respect to its and its Users’ use of the Service.

14.12 Third-Party Payment Processor. PaxFlow uses a third-party payment processor to process payments for the Services. The Customer authorises PaxFlow to disclose its information and payment instructions to the payment processor and agrees to be bound by the current version of the processor’s privacy policy and terms of service.

15. Entire Agreement and Order of Precedence

The Agreement, comprising the selected Subscription Plan or applicable Subscription Schedule, any Addenda, these General Terms, the PaxFlow Data Processing Agreement, and the documents, policies and supplemental terms referred to within them, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior discussions, correspondence and representations.

In the event of any conflict or inconsistency, the following order of precedence applies: (a) any Addendum, in respect of the additional services it describes; (b) the applicable Subscription Schedule, if any, or the selected Subscription Plan; and (c) these General Terms; provided that, in respect of the processing of personal data, the PaxFlow Data Processing Agreement (available at https://paxflow.io/data-processing-agreement/) prevails over the other terms.

End of PaxFlow General Terms & Conditions (Version 2.2)