MicroFlow Enablement Ltd
Trading as MicroFlow
Last updated: March 2026
Version 1.0
This document sets out the terms on which MicroFlow Enablement Ltd provides the MicroFlow platform and related services. These Terms form a binding agreement between MicroFlow Enablement Ltd and each Customer.
1. Introduction
1.1 These Terms and Conditions (“Terms”) govern your access to and use of the MicroFlow platform, products, and services (collectively, the “Service”) operated by MicroFlow Enablement Ltd, a company incorporated in England and Wales (“MicroFlow”, “we”, “us”, or “our”).
1.2 By accessing or using the Service, or by signing an Order Form that references these Terms, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.
1.3 These Terms, together with any applicable Order Form and the Data Processing Agreement (where applicable), constitute the entire agreement between the parties in relation to the Service and supersede all prior discussions, representations, and agreements, whether written or oral.
2. Definitions
In these Terms, the following definitions apply:
“Authorised User” means any individual granted access to the Service by a Customer, including both Customer personnel and Partner Users.
“Confidential Information” means all information disclosed by one party to the other in connection with these Terms that is marked as confidential or that ought reasonably to be considered confidential, including pricing, customer lists, product roadmaps, business strategies, technical specifications, and usage data. It does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is required to be disclosed by law.
“Content” means any materials uploaded to or created within the Service by or on behalf of a Customer, including but not limited to videos, text, documents, images, learning paths, and micro-dose materials.
“Customer” or “Vendor” means the business entity that subscribes to the Service by entering into an Order Form with MicroFlow.
“Data Processing Agreement” or “DPA” means the data processing agreement between MicroFlow and the Customer, the current version of which is available on the MicroFlow website and is incorporated into these Terms by reference where applicable.
“Effective Date” means the date the Customer signs the Order Form or first accesses the Service, whichever is earlier.
“Learning Path” means a structured sequence of Micro-doses configured by the Customer within the Service, with defined scheduling and delivery cadence.
“Micro-dose” means an individual unit of content delivered through the Service, typically designed to be consumed in under two minutes.
“Order Form” means the document or online subscription process through which a Customer subscribes to the Service, specifying the applicable tier, number of Partner Organisations, pricing, payment terms, and any additional services.
“Partner Organisation” means a channel partner company enrolled on the Service by a Customer, Partner Users are provided on a fair-use basis of up to twenty-five (25) per Partner Organisation, pooled across the Customer’s account, unless otherwise agreed in the Order Form.
“Partner User” means an individual within a Partner Organisation who accesses the Service via invitation from a Customer.
“Subscription Term” means the initial period and any renewal periods during which the Customer has access to the Service, as specified in the Order Form.
3. Account Registration and Security
3.1 To use the Service, Customers must register an account and provide accurate, complete, and current information. The Customer is responsible for ensuring that all information provided remains up to date.
3.2 The Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under its account, whether authorised or not.
3.3 The Customer must notify MicroFlow immediately at info@microflowenablement.com of any unauthorised access to or use of the Service.
3.4 MicroFlow reserves the right to suspend or terminate accounts that violate these Terms, in accordance with the termination provisions set out in Section 12.
3.5 MicroFlow may delete accounts that have been inactive for twelve (12) consecutive months, provided that MicroFlow gives the Customer thirty (30) days’ prior written notice before doing so.
4. Subscription and Payment
4.1 Subscription Basis
Access to the Service is provided on a subscription basis. The applicable tier, number of Partner Organisations, pricing, and payment schedule are set out in the Order Form.
4.2 Fees and Taxes
All fees are quoted exclusive of VAT and any other applicable taxes unless expressly stated otherwise in the Order Form. The Customer is responsible for all applicable taxes.
4.3 Payment Terms
Payment is due in accordance with the terms specified in the Order Form. Monthly subscriptions are paid by card in advance. Unless the Order Form states otherwise, invoices for yearly subscriptions are payable within fourteen (14) days of the invoice date.
4.4 Late Payment
If any amount due under these Terms or the Order Form is not paid by the due date, MicroFlow is entitled to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. MicroFlow is also entitled to claim reasonable debt recovery costs under the same Act.
4.5 Suspension for Non-Payment
MicroFlow reserves the right to suspend access to the Service if any invoice remains unpaid for more than fourteen (14) days after the due date. MicroFlow will give the Customer five (5) business days’ written notice before exercising this right. Suspension does not relieve the Customer of its obligation to pay all outstanding fees.
4.6 Automatic Renewal
Unless either party gives the other at least sixty (60) days’ written notice before the end of the current Subscription Term, the subscription will automatically renew for successive periods of equal length to the initial Subscription Term, at the then-current standard pricing.
4.7 Price Adjustments on Renewal
MicroFlow reserves the right to increase fees by up to ten percent (10%) upon each renewal of the Subscription Term. Any such increase will be notified to the Customer in writing at least sixty (60) days before the start of the renewal period. If the Customer does not accept the revised pricing, it may terminate the subscription by giving written notice before the renewal date, and no further fees will be due for the period after termination.
4.8 No Refunds
Fees paid in advance are non-refundable, except where expressly stated in the Order Form or required by applicable law. Termination of the subscription by the Customer before the end of the Subscription Term does not entitle the Customer to a refund of fees already paid or relieve the Customer of its obligation to pay fees due for the remainder of the Subscription Term.
4.9 Annual Payment Discount
Where the Order Form provides for annual payment in advance, MicroFlow will apply a ten percent (10%) discount to the total annual fee. This discount applies only to payments received in full at or before the start of the applicable Subscription Term.
5. Usage Limits and Permitted Use
5.1 Permitted Purpose
The Customer may use the Service only for its intended purpose: channel partner enablement, training, onboarding, deal registration, and related business activities.
5.2 Usage Limits
The Customer’s tier is set by the number of active Partner Organisations, measured on each monthly billing date and visible to the Customer in the administration area. Where the number exceeds the tier limit on two consecutive billing dates, the Customer moves to the next tier from the following billing date; where it falls below the limit of a lower tier on two consecutive billing dates, the Customer moves down from the following billing date. For yearly subscriptions the tier is fixed at signing; growth above the tier limit during the year is invoiced monthly, pro rata, for the difference, with the annual discount retained. Vendor administration seats are unlimited. Partner Users are subject to fair use under the definition of Partner Organisation.
5.3 Prohibited Use
The Customer must not, and must ensure that its Authorised Users do not:
- use the Service for any unlawful purpose or in any way that violates applicable law;
- distribute malicious software, viruses, or any other harmful code through the Service;
- infringe the intellectual property rights of any third party;
- upload or transmit Content that is defamatory, obscene, harassing, or otherwise objectionable;
- interfere with the operation, security, or integrity of the Service or the experience of other users;
- attempt to gain unauthorised access to any part of the Service or its underlying infrastructure;
- reverse-engineer, decompile, or disassemble any part of the Service, except to the extent permitted by applicable law; or
- sublicense, resell, or make the Service available to any third party other than Authorised Users.
6. Intellectual Property
6.1 MicroFlow IP
The Service, including all software, design, trademarks, documentation, and proprietary technology, is and remains the intellectual property of MicroFlow Enablement Ltd. Nothing in these Terms transfers any intellectual property rights to the Customer except the limited licence granted in Section 6.2.
6.2 Licence to Use the Service
Subject to payment of the applicable fees and compliance with these Terms, MicroFlow grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Service for the duration of the Subscription Term, solely for the Customer’s internal business purposes as described in Section 5.1.
6.3 Customer Content
Content uploaded by the Customer remains the intellectual property of the Customer (or its licensors). By uploading Content, the Customer grants MicroFlow a limited, non-exclusive licence to host, store, reproduce, and deliver that Content to Authorised Users as part of the Service. This licence terminates upon expiry or termination of the Subscription Term, subject to the data export period set out in Section 12.
6.4 Feedback
If the Customer or any Authorised User provides MicroFlow with feedback, suggestions, ideas, or feature requests relating to the Service, MicroFlow may use, develop, and commercialise such feedback without restriction and without obligation or compensation to the Customer. No intellectual property rights in the Service are created in favour of the Customer by virtue of providing feedback.
6.5 Aggregated and Anonymised Data
MicroFlow may collect, aggregate, and anonymise usage data derived from the Customer’s use of the Service, provided that such data does not identify the Customer, any Partner Organisation, or any individual. MicroFlow may use such anonymised and aggregated data for product improvement, benchmarking, research, and marketing purposes without restriction.
7. Confidentiality
7.1 Each party (the “Receiving Party”) agrees to hold the Confidential Information of the other party (the “Disclosing Party”) in confidence and not to disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or professional advisors who need to know it for the purposes of these Terms and who are bound by obligations of confidentiality no less protective than those set out in this Section.
7.2 The Receiving Party must protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care.
7.3 If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, it must give the Disclosing Party prompt written notice (where permitted by law) and cooperate with the Disclosing Party’s reasonable efforts to seek a protective order or other appropriate remedy.
7.4 The obligations in this Section 7 survive termination or expiry of these Terms for a period of three (3) years.
8. Data Protection and Privacy
8.1 MicroFlow processes personal data in accordance with its Privacy Policy and applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR) where applicable, the Australian Privacy Act 1988, the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), and applicable US state privacy laws.
8.2 Where MicroFlow processes personal data on behalf of the Customer as a data processor (as defined in the UK GDPR), the parties shall enter into a Data Processing Agreement. The current version of the DPA is available on the MicroFlow website and is incorporated into these Terms by reference.
8.3 The Customer is responsible for ensuring that it has obtained all necessary consents and provided all necessary notices to Partner Users in connection with the processing of their personal data through the Service.
8.4 MicroFlow’s Privacy Policy and Data Protection Policy are available on the MicroFlow website and form part of these Terms.
9. Service Availability and Support
9.1 MicroFlow will use commercially reasonable efforts to maintain the availability of the Service. MicroFlow does not guarantee uninterrupted or error-free access to the Service.
9.2 MicroFlow may suspend or restrict access to the Service temporarily for maintenance, updates, security patches, or circumstances beyond MicroFlow’s reasonable control. Where reasonably practicable, MicroFlow will give advance notice of planned maintenance.
9.3 These Terms do not include a service level agreement. Any service level commitments, if applicable, will be set out in a separate Service Level Agreement between the parties.
9.4 Support is provided via email at info@microflowenablement.com during standard UK business hours (Monday to Friday, 9:00 to 17:30 GMT/BST, excluding English public holidays), unless a different support arrangement is specified in the Order Form.
10. Indemnification
10.1 Customer Indemnity
The Customer shall indemnify, defend, and hold harmless MicroFlow and its officers, directors, and employees from and against any third-party claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:
- Content uploaded or distributed by the Customer through the Service, including any claim that such Content infringes a third party’s intellectual property rights;
- the Customer’s use of the Service in breach of these Terms; or
- the Customer’s breach of applicable law in connection with the Service.
10.2 MicroFlow Indemnity
MicroFlow shall indemnify, defend, and hold harmless the Customer from and against any third-party claims that the Service (excluding Customer Content) infringes a third party’s intellectual property rights in the United Kingdom, provided that:
- the Customer promptly notifies MicroFlow of the claim in writing;
- the Customer gives MicroFlow sole control of the defence and settlement of the claim; and
- the Customer provides reasonable cooperation at MicroFlow’s expense.
If the Service becomes the subject of an infringement claim, MicroFlow may, at its option: (i) obtain the right for the Customer to continue using the Service; (ii) modify the Service so that it is no longer infringing; or (iii) terminate the subscription and refund any pre-paid fees for the unused portion of the Subscription Term.
11. Limitation of Liability
11.1 Excluded Losses
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with these Terms or the Service, regardless of whether such damages were foreseeable or whether the party was advised of the possibility of such damages.
11.2 Liability Cap
Subject to Section 11.3 and Section 11.4, each party’s total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid or payable by the Customer to MicroFlow in the twelve (12) months immediately preceding the event giving rise to the claim.
11.3 Carve-outs
The limitation of liability in Section 11.2 does not apply to:
- the Customer’s obligation to pay fees due under these Terms and the applicable Order Form;
- either party’s breach of its confidentiality obligations under Section 7;
- either party’s indemnification obligations under Section 10; or
- liability arising from either party’s wilful misconduct or fraud.
11.4 Unrestricted Liability
Nothing in these Terms excludes or limits either party’s liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be excluded or limited by applicable law.
11.5 Data Loss
Neither party shall be liable for loss of data to the extent that such loss was caused by the other party’s failure to maintain adequate backups or to comply with its obligations under these Terms.
12. Termination
12.1 Termination for Convenience
Either party may terminate the subscription at the end of the current Subscription Term by giving the other party at least sixty (60) days’ written notice before the end of that term.
12.2 Termination for Material Breach
Either party may terminate these Terms immediately by giving written notice to the other party if the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice specifying the breach and requiring its remedy.
12.3 Termination for Insolvency
Either party may terminate these Terms immediately by giving written notice if the other party becomes insolvent, enters administration, makes a voluntary arrangement with its creditors, has a receiver or administrator appointed over its assets, goes into liquidation, or ceases to carry on business.
12.4 Early Termination by Customer
If the Customer terminates the subscription before the end of the minimum Subscription Term (other than for MicroFlow’s material breach under Section 12.2), the Customer remains liable for all fees due for the remainder of the minimum Subscription Term. MicroFlow may invoice for such fees immediately upon termination.
12.5 Consequences of Termination
Upon termination or expiry of the subscription:
- the Customer’s right to access and use the Service ceases immediately;
- MicroFlow will make the Customer’s Content available for export for a period of thirty (30) days following the effective date of termination, after which MicroFlow may delete such Content without further liability;
- each party shall promptly return or destroy the other party’s Confidential Information upon request; and
- all rights and obligations that accrued before the termination date remain unaffected, including the Customer’s obligation to pay all fees due for the period up to and including the effective date of termination (or the end of the minimum Subscription Term, if applicable under Section 12.4).
12.6 Survival
The following sections survive termination or expiry of these Terms: Section 2 (Definitions), Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 8 (Data Protection), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 14 (Governing Law), and this Section 12.6.
13. Force Majeure
13.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the affected party’s reasonable control, including but not limited to natural disasters, pandemic, war, terrorism, civil unrest, government action, internet or telecommunications failure, or power outage (a “Force Majeure Event”).
13.2 The affected party must notify the other party in writing within fourteen (14) days of becoming aware of a Force Majeure Event, specifying the nature of the event and its expected duration.
13.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected subscription by giving thirty (30) days’ written notice. In such case, the Customer will be entitled to a pro rata refund of any pre-paid fees for the unused portion of the Subscription Term.
14. Governing Law and Disputes
14.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
14.2 Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except where applicable local law requires otherwise for the protection of the Customer.
14.3 Before commencing any court proceedings (other than applications for injunctive or other interim relief), the parties agree to attempt in good faith to resolve the dispute through direct negotiation between senior representatives of each party for a period of not less than thirty (30) days.
15. Assignment
15.1 The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms without MicroFlow’s prior written consent, which shall not be unreasonably withheld.
15.2 MicroFlow may assign these Terms in whole or in part to any affiliate, or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without the Customer’s consent. MicroFlow will notify the Customer of any such assignment within thirty (30) days.
16. Changes to Terms
16.1 MicroFlow may update these Terms from time to time. MicroFlow will notify the Customer of material changes by email or through the Service at least thirty (30) days before the changes take effect.
16.2 If the Customer objects to a material change, the Customer may terminate the subscription on the date the change takes effect by giving written notice to MicroFlow before that date, without incurring any penalty or early termination fee. If the Customer continues to use the Service after the effective date of the change, the Customer is deemed to have accepted the updated Terms.
17. Notices
17.1 All formal notices under these Terms must be in writing and sent by email to the addresses specified in the Order Form, or to the following default addresses:
- To MicroFlow: info@microflowenablement.com
- To the Customer: the email address associated with the Customer’s account or as specified in the Order Form.
17.2 Notices required to be given to a party’s registered office (including legal proceedings) must be sent by first-class post or recorded delivery to the registered office address as recorded at Companies House (for UK companies) or the principal business address (for non-UK entities).
17.3 Notices sent by email are deemed received twenty-four (24) hours after sending, provided the sender does not receive a delivery failure notification. Notices sent by post are deemed received two (2) business days after posting (for UK addresses) or five (5) business days after posting (for international addresses).
18. General Provisions
18.1 Severability
If any provision of these Terms is found by a court or other competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
18.2 Waiver
No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of that right or any other right or remedy.
18.3 Third-Party Rights
These Terms do not confer any rights on any person or party other than the parties to these Terms and their permitted successors and assigns. The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms.
18.4 Entire Agreement
These Terms, together with the applicable Order Form, the Data Processing Agreement (where applicable), and any documents expressly incorporated by reference, constitute the entire agreement between the parties in relation to the Service. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not set out in these documents.
19. Contact
For questions about these Terms, contact MicroFlow at:
Email: info@microflowenablement.com
MicroFlow Enablement Ltd
Registered in England and Wales
— End of Terms and Conditions —