Language notice. This is an English translation provided for convenience. These Terms are issued in Spanish and English. In the event of any discrepancy, the Spanish version prevails.
1. Provider identification
GeniTrace is a product of Flowing Code S.A. (hereinafter, “Flowing Code”, “we” or “the Provider”), a corporation organized and existing under the laws of the Argentine Republic, with registered offices at Santiago Derqui 960, city of Santa Fe, Province of Santa Fe, Argentine Republic, Tax ID (CUIT) No. 30-71553998-1, contact email contacto@genitrace.com.
2. Purpose and scope
These Terms of Service (the “Terms”) govern:
(a) access to and use of the website genitrace.com and any associated subdomain, page or content (the “Site”); and
(b) the subscription to and use of the GeniTrace software service, provided as a managed service on a dedicated instance (the “Service”).
In the event of any conflict between these Terms and a commercial proposal, order form, master agreement or particular agreement executed in writing between Flowing Code and a customer, the particular document shall prevail as to the matters expressly governed therein, and these Terms shall govern all other matters.
These Terms are supplemented by the GeniTrace Privacy Policy, the applicable Service Level Agreement (SLA) and the Service Documentation, published at docs.genitrace.com, all of which form an integral part of these Terms and are made available to the Customer prior to acceptance, as required by section 985 of the Argentine Civil and Commercial Code.
3. Definitions
- Customer: the legal entity, business, professional or organization that subscribes to the Service and in whose name the instance is issued.
- Authorized User: the individual enabled by the Customer to access the Service with individual credentials.
- End User: any person who interacts with the Service without being an Authorized User of the Customer, where the Service so permits.
- Customer Data: all content, files, text, images, records, databases and personal data that the Customer, its Authorized Users or its End Users upload to, generate in or transmit through the Service.
- Documentation: the manuals, user guides, release notes and technical specifications for the Service, published by Flowing Code at docs.genitrace.com.
- Instance: the dedicated runtime environment, with its own database and storage, assigned to the Customer.
- Order Form: the document (accepted commercial proposal, purchase order or annex) identifying the subscribed plan, price, term and particular conditions.
- AI Output or Output: any content generated by the artificial intelligence features of the Service.
4. Acceptance of the Terms
Use of the Site constitutes full acceptance of the sections of this document relating to the Site. Subscribing to the Service, creating an account, accepting electronically by means of a checkbox, signing an Order Form or actually using the Service constitutes full and unreserved acceptance of these Terms in their entirety.
Any person accepting these Terms on behalf of a legal entity represents and warrants that they have sufficient authority to bind it. Acceptance is recorded with date, time, user identification and the version of the document accepted, and Flowing Code retains such record as evidence of acceptance, in accordance with Argentine Law No. 25,506 on Digital Signatures and sections 286 and 288 of the Argentine Civil and Commercial Code.
If the Customer does not accept these Terms, it must refrain from using the Site and the Service.
5. Professional nature of the engagement
The Service is intended exclusively for legal entities, companies, organizations and professionals that incorporate it into their commercial, industrial or professional activity. The Customer represents that it subscribes to the Service in the course of its economic activity and not as a consumer or end user within the meaning of section 1 of Argentine Law No. 24,240 on Consumer Protection.
Notwithstanding the foregoing, if a mandatory rule of law determines that a particular relationship falls within the consumer protection regime, the provisions of these Terms that are incompatible with that regime shall not apply to that relationship to the extent of the incompatibility, and all remaining provisions shall remain in full force.
6. Commercial information published on the Site
Prices, plans, features, capacities, timeframes and illustrations published on the Site are informational and for reference only, are subject to change without notice and do not constitute a binding offer within the meaning of section 972 of the Argentine Civil and Commercial Code.
A binding offer is made solely through a written, named commercial proposal with a stated validity period, or through an Order Form. In the event of any discrepancy between the Site and the commercial proposal, the commercial proposal prevails.
Flowing Code does not warrant that the information on the Site is free from typographical errors, omissions or outdated content, and reserves the right to correct it at any time.
7. Subscription to the Service
7.1. The contractual relationship is formed upon written acceptance of the commercial proposal or upon execution of the Order Form by both parties.
7.2. The Service is provided on a dedicated Instance. The Customer does not acquire the software or any right over its source code: it obtains a non-exclusive, non-transferable, non-sublicensable and revocable right of use, limited to the term of the agreement and to the scope of the subscribed plan.
7.3. Unless the Order Form provides otherwise, implementation, data migration, configuration, training and custom development services are quoted and invoiced separately.
7.4. Trials, demonstration or sandbox environments and preview or “beta” versions are provided without any warranty and without any committed service level, may be modified or discontinued at any time, and must not be used with production data or with real personal data.
8. Description of the Service
GeniTrace is a quality management solution oriented to the ISO 9001 standard, made up of:
(a) Process map across its three categories: strategic, operational and support.
(b) Document management with lifecycle, approval workflows, version control and change traceability.
(c) Risk management, with identification, assessment and follow-up of treatment.
(d) Indicators and measurements of process performance.
(e) Internal audits, with programs, findings, non-conformities, corrective actions and root cause analysis.
(f) Management review, with inputs pre-populated from system information.
(g) Supporting records: equipment calibration, supplier evaluation and personnel competency evaluation.
(h) Compliance matrix, presenting the compliance status of clauses 4 to 10 of ISO 9001:2015 through an automatic calculation based on uploaded evidence, open non-conformities, audit findings and information currency.
(i) Artificial intelligence features that generate pre-audit assessments, coherence reviews, root cause analyses and documentation drafts, always subject to human acceptance before being incorporated into the system.
The specific scope — number of standards, users, AI usage quotas and included features — is that determined by the Order Form.
Nature of the Service — essential warning. GeniTrace is a document management and tracking tool. Flowing Code is not a certification body, an accreditation body, an auditor or a quality consultant. The Service:
- does not certify the Customer’s management system or its conformity with any standard;
- does not guarantee the obtaining, maintenance or renewal of any certification, nor the outcome of any certification, surveillance, customer or authority audit;
- does not replace the professional judgment of the quality manager, the internal auditor or the certification body;
- does not officially interpret ISO 9001 or any other standard: binding interpretation rests with the standard-issuing body and the certification body involved.
The status shown by the compliance matrix is an internal management indicator calculated from the information uploaded by the Customer, and does not constitute a declaration of conformity or an assessment of regulatory compliance. The completeness, accuracy and currency of the evidence uploaded are the Customer’s exclusive responsibility.
Third-party trademarks. “ISO” and the names of the standards are trademarks of their respective owners. Flowing Code is not affiliated with, sponsored by or endorsed by the International Organization for Standardization or by any certification body. The Service does not include the text of the standards, which the Customer must obtain through official channels.
Flowing Code provides the Service with the diligence, care and professional skill reasonably expected of a provider in its field, and reserves the right to evolve, modify and improve the Service, its features and its architecture, provided that this does not materially degrade the core subscribed features during the current term. Modifications that remove a core feature will be notified sixty (60) days in advance and will entitle the Customer to terminate the affected portion of the agreement without penalty.
9. Accounts, Authorized Users and credentials
9.1. The Customer appoints an administrator responsible for managing users, profiles and permissions within its Instance.
9.2. Credentials are personal and non-transferable. The Customer is responsible for safeguarding them, for the permission configuration it applies and for all activity carried out under credentials issued in its name, unless it demonstrates that the unauthorized access originated in a failure attributable solely to Flowing Code.
9.3. The Customer undertakes to notify Flowing Code, without undue delay, of any unauthorized use, loss or compromise of credentials of which it becomes aware.
9.4. The Customer is responsible for compliance with these Terms by its Authorized Users and End Users, and is liable for their acts and omissions as if they were its own.
9.5. Where the subscribed plan is sized by number of users, licenses, records or any other unit of measurement, the Customer undertakes not to exceed the subscribed limits. Flowing Code may verify actual usage and invoice any excess at the then-current price list.
10. Acceptable use and prohibited conduct
The Customer undertakes to use the Service in accordance with the law, the Documentation and good faith. The following is expressly prohibited:
(a) using the Service for unlawful purposes or for purposes other than those contemplated in the Documentation;
(b) uploading, storing or transmitting content that infringes intellectual or industrial property rights, personality rights, trade secrets or any third-party right;
(c) uploading, storing or transmitting malicious code, viruses, trojans, ransomware or any routine intended to damage, intercept or misappropriate systems or data;
(d) attempting to access without authorization another customer’s Instance, Flowing Code’s infrastructure or third-party data, as well as performing penetration testing, vulnerability scanning or security exercises without Flowing Code’s prior written authorization;
(e) reverse engineering, decompiling, disassembling or attempting to obtain the source code of the Service, except to the extent expressly permitted by a mandatory rule of law and upon prior notice to Flowing Code;
(f) reselling, sublicensing, assigning, leasing, lending or making the Service available to third parties outside the Customer’s organization, or operating it for the benefit of third parties (service bureau), except with written authorization;
(g) circumventing or attempting to circumvent technical limits, usage quotas, access controls, security measures or billing mechanisms;
(h) using the Service in a manner that degrades performance, availability or integrity of the Service for other customers or for shared infrastructure;
(i) uploading personal data without a valid lawful basis, without consent where required, or without providing data subjects with the prior information required by applicable law;
(j) uploading sensitive data (racial or ethnic origin, political opinions, religious, philosophical or moral beliefs, trade union membership, information concerning health or sexual life, genetic or biometric data) or data relating to minors, unless expressly provided for in the Order Form and subject to agreed additional security measures;
(k) using the Service to send unsolicited communications in breach of data protection or advertising regulations;
(l) altering, deleting or manipulating audit logs, approval trails, document versions or system timestamps, or using the Service to construct evidence that does not reflect actual facts;
(m) presenting to an auditor, a customer or an authority an AI Output that has not been reviewed and approved by a person as if it were evidence, approved documentation or a conclusion of the management system;
(n) invoking the use of GeniTrace as an endorsement, certification or accreditation of conformity granted by Flowing Code;
(o) configuring record retention periods shorter than those required by the applicable standard, the certification body or the Customer’s sector regulations;
Flowing Code does not systematically monitor Customer Data and assumes no obligation to do so. However, it may suspend access, in whole or in part and without any right to compensation, where it obtains reliable knowledge of a use that breaches this section, that compromises the security of the Service or that the law requires it to interrupt, notifying the Customer as promptly as possible and restoring access once the cause has been remedied.
11. Customer Data and content
11.1. Ownership. Customer Data is and remains the exclusive property of the Customer. Flowing Code acquires no ownership right over it.
11.2. Limited license. The Customer grants Flowing Code a worldwide, non-exclusive, limited and revocable license to host, copy, transmit, process and display Customer Data solely to the extent necessary to provide, maintain, back up, secure and support the Service, and to comply with the Customer’s instructions. This license terminates with the agreement, without prejudice to the deletion periods set out in section 18.
11.3. Customer responsibility for content. The Customer represents and warrants that it holds all rights, licenses, consents and lawful bases necessary in relation to Customer Data, and that its processing through the Service does not breach any rule of law or third-party rights.
11.4. Aggregated and anonymized data. Flowing Code may generate and use aggregated statistics and anonymized data derived from the operation of the Service (volumes, response times, usage patterns, performance metrics) for operational, security, diagnostic and product improvement purposes, provided that such data does not allow the identification, directly or indirectly, of the Customer, its Users or any individual, and is not disclosed in a manner attributable to a particular customer.
12. Artificial intelligence features
12.1. Identification. Service features that use artificial intelligence are identified as such in the application or in the Documentation.
12.2. Nature of AI Outputs. AI Outputs are automatically generated proposals based on the available context. They may contain errors, omissions, inaccuracies or incorrect statements. Flowing Code does not warrant their accuracy, completeness, currency, relevance, originality or non-infringement of third-party rights.
12.3. Mandatory human review. The Customer is solely responsible for reviewing, validating and verifying every AI Output before using it, distributing it or making any decision based on it. The Customer determines whether an AI Output is appropriate for its intended use.
12.4. Not professional advice. AI Outputs do not constitute legal, accounting, tax, financial, medical, occupational health and safety, human resources or any other professional advice, and do not replace the judgment of a qualified professional.
12.5. Automated decisions. The Customer undertakes not to use AI features as the sole basis for decisions producing legal effects on individuals or significantly affecting them — in particular in matters of employment, credit, insurance, health, education or access to services — without meaningful human intervention, in accordance with section 20 of Law No. 25,326 and equivalent rules in the data subject’s country.
12.6. Ownership of AI Outputs. As between the parties, AI Outputs generated from Customer Data are deemed Customer Data and belong to the Customer. The Customer acknowledges that identical or similar outputs may be generated for other customers from similar inputs, and that the scope of copyright protection for content generated by automated systems is uncertain in various jurisdictions.
12.7. No training. Flowing Code does not use Customer Data or AI Outputs to train, fine-tune or improve artificial intelligence models, whether its own or third parties’, and engages its model providers on terms that exclude such use.
12.8. Model providers. Processing is carried out through language model providers engaged as sub-processors, under the conditions described in the Privacy Policy. Flowing Code may replace them in accordance with the notification procedure set out therein.
12.9. Usage quotas. The subscribed plan may include a usage quota for AI features. Excess usage will be invoiced at the then-current price list or may be technically limited, as set out in the Order Form.
12.10. Specific limit. Flowing Code’s liability arising from AI Outputs is subject to the limits in section 23 and in no case extends to the decisions the Customer makes based on them.
12.11. Operating rule: AI proposes, people decide. Every AI Output of the Service is presented as a pending proposal and is not incorporated into the management system until an authorized person expressly accepts it. Acceptance is recorded with user identification, date and time.
12.12. Value of proposals. Pre-audit assessments, coherence reviews, root cause analyses and document drafts generated automatically do not constitute audits, opinions or objective evidence within the meaning of the applicable standard, and may not be presented as such to a certification body, a customer or an authority. Objective evidence is that which the Customer produces, reviews and approves.
12.13. Responsibility for the management system. The adequacy, implementation, effectiveness and maintenance of the Customer’s quality management system are its exclusive responsibility, regardless of its use of artificial intelligence features.
13. Third-party services and integrations
13.1. The Service may integrate with third-party products, platforms or services. Use of such integrations is additionally governed by the terms and privacy policies of the relevant third parties, which the Customer must review and accept on its own account.
13.2. Flowing Code does not control and is not responsible for the availability, operation, changes, suspension, discontinuation, commercial conditions or privacy practices of third-party services, nor for any damage arising from them.
13.3. The interruption, modification or discontinuation of a third-party interface or service does not constitute a breach by Flowing Code. Flowing Code will use commercially reasonable efforts to restore the affected functionality or to offer an equivalent alternative.
13.5. Certification bodies and external auditors. The Customer may grant read access to external auditors or to representatives of a certification body. Such access is granted under the Customer’s exclusive responsibility, which defines its scope and duration. Flowing Code has no contractual relationship with such third parties and is not liable for their use of the information they access.
13.4. The Site may contain links to third-party sites and content. Flowing Code assumes no responsibility for them.
14. Availability, maintenance and service levels
14.1. Flowing Code will seek to keep the Service continuously available, in accordance with the availability level committed in the SLA applicable to the subscribed plan. The Site is not subject to any availability commitment.
14.2. Flowing Code may perform scheduled maintenance, which will be notified no less than forty-eight (48) hours in advance and carried out, where possible, in low-impact windows.
14.3. Flowing Code may perform emergency maintenance without prior notice where necessary to preserve security, data integrity or continuity of the Service, notifying the Customer as soon as possible.
14.4. The following do not count as unavailability: scheduled maintenance; emergency maintenance; force majeure events; connectivity, power, equipment or software failures outside Flowing Code’s control; third-party provider failures; use of the Service in breach of these Terms or the Documentation; and test, demonstration or preview environments.
14.5. Where the SLA provides for service credits, such credits constitute the Customer’s sole and exclusive remedy for failure to meet the committed availability level. If the committed level is not met for three (3) consecutive months, the Customer may terminate the agreement without penalty, with a pro-rata refund of prepaid, unearned amounts.
15. Support
Flowing Code will provide technical support within the scope, channels, language, hours and response times defined in the subscribed plan and in the Documentation. Support covers incidents, defects and questions regarding use of the Service; it does not cover development of new features, custom configuration, data loading, extended training or support for third-party products, which are quoted separately.
16. Prices, invoicing and payment
16.1. Prices are those set out in the Order Form and expressed in the currency stated therein. Unless otherwise stated, they do not include taxes, duties, contributions or withholdings, which shall be borne by the Customer in accordance with applicable law.
16.2. Invoicing is in advance, with the periodicity stated in the Order Form. Payment is due within thirty (30) calendar days from the invoice date, unless otherwise agreed.
16.3. Default occurs automatically upon expiry of the payment period, without need for prior demand, and accrues the interest set out in the Order Form or, failing that, the lending rate of Banco de la Nación Argentina for thirty (30) day discount transactions.
16.4. Where default exceeds thirty (30) calendar days, Flowing Code may, upon reliable notice granting a ten (10) calendar day cure period, suspend access to the Service until payment is regularized. Suspension for non-payment does not release the Customer from accrued obligations and does not give rise to service credits or compensation.
16.5. Except where required by law, amounts paid are non-refundable, including in the event of early termination by the Customer without cause attributable to Flowing Code, or non-use of the Service.
16.6. Flowing Code may update prices for each renewal period, giving no less than sixty (60) days notice prior to expiry of the current period. If the Customer does not accept the update, it may terminate the agreement effective upon expiry of the current period, without penalty.
17. Term, renewal, suspension and termination
17.1. Term. The agreement has the term set out in the Order Form and, unless otherwise agreed, renews automatically for equal periods, unless either party gives notice of non-renewal no less than thirty (30) calendar days prior to expiry.
17.2. Termination for breach. Either party may terminate the agreement automatically upon material breach by the other, upon reliable notice to cure within fifteen (15) calendar days, unless the breach is incurable.
17.3. Immediate termination. Flowing Code may terminate the agreement with immediate effect in the event of: use of the Service for unlawful purposes; breach of section 10 that compromises the security, legality or integrity of the Service; infringement of Flowing Code’s intellectual property rights; insolvency proceedings, bankruptcy, cessation of payments or liquidation of the Customer; or where required by a competent authority or a mandatory rule of law.
17.4. Effects. Termination extinguishes the right to use the Service and obliges the Customer to pay all amounts accrued up to the effective termination date. Sections 11, 12, 18, 19, 20, 21, 23, 24, 30 and 31 survive termination by their nature.
18. Return and deletion of Customer Data
18.1. Retrieval window. For thirty (30) calendar days following the effective termination date, the Customer may self-serve export Customer Data in a structured, commonly used, machine-readable format (for example, CSV, JSON or PDF, depending on the record type). At the Customer’s request and subject to a quotation, Flowing Code may provide export assistance as an additional professional service.
18.2. Deletion. Upon expiry of the retrieval window, Flowing Code will delete Customer Data from production environments within the following thirty (30) calendar days, and from backup copies within the normal backup rotation cycle, which does not exceed a further ninety (90) calendar days.
18.3. Certification. Upon the Customer’s written request, Flowing Code will issue a deletion certificate.
18.4. Legal exception. Flowing Code may retain data whose retention is required by a mandatory rule of law (for example, accounting and tax records), in which case it will keep it blocked, with restricted access and without further processing, until expiry of the legal retention period.
18.5. Suspension for non-payment. Flowing Code will not carry out deletion while a suspension for non-payment is in effect and within the cure period set out in section 16.4.
19. Intellectual property
19.1. The GeniTrace software, its source and object code, architecture, databases, interfaces, design, Documentation, and the texts, images, logos, trademarks and other distinctive signs and content of the Site and the Service are the exclusive property of Flowing Code or are used with due authorization from their owners, and are protected by Argentine Law No. 11,723 on Intellectual Property, Law No. 22,362 on Trademarks, Law No. 24,766 on Confidentiality, and applicable international treaties.
19.2. These Terms do not transfer any intellectual property right to the Customer. All rights not expressly granted are reserved to Flowing Code.
19.3. Brief quotation of Site content with attribution of source is permitted. Reproduction, distribution, public communication, transformation or systematic extraction of content for commercial purposes without written authorization is prohibited.
19.4. Feedback. If the Customer or its Users submit comments, ideas or improvement suggestions, Flowing Code may use and implement them freely, without restriction and without any consideration, without creating any right, expectation or claim in favor of the submitting party.
20. Confidentiality
20.1. Each party undertakes to keep confidential all confidential information of the other to which it gains access in connection with the relationship, to use it solely for performance of the agreement and not to disclose it to third parties without written authorization, applying the same degree of care it applies to its own confidential information and in no case less than reasonable care.
20.2. Information is not confidential where it: is or becomes publicly available through no fault of the receiving party; was already lawfully in the receiving party’s possession without any duty of confidentiality; was independently developed by the receiving party; or was lawfully received from a third party without any duty of confidentiality.
20.3. Disclosure required by a competent authority or by a mandatory rule of law does not constitute a breach, provided that the required party, to the extent permitted by law, gives prior notice to the other so that it may exercise its defenses, and limits disclosure to the minimum required.
20.4. The confidentiality obligation survives for five (5) years from termination of the agreement and, as regards trade secrets and source code, indefinitely for so long as they retain that character.
20.5. Commercial references. Flowing Code may name the Customer as a reference and use its name and logo on its website and marketing materials only with the Customer’s prior written authorization, revocable at any time.
21. Personal data protection
21.1. The processing of personal data is governed by the GeniTrace Privacy Policy, which forms an integral part of these Terms, and by the data processing annex contained therein.
21.2. With respect to personal data contained in Customer Data, the Customer acts as data controller and Flowing Code as data processor, acting solely on the Customer’s documented instructions.
21.3. The Customer is responsible for having a valid lawful basis, for informing data subjects and for obtaining any required consents, as well as for handling data subject requests, with Flowing Code’s reasonable assistance.
21.4. Flowing Code applies technical and organizational security measures consistent with the state of the art and with the Recommended Security Measures approved by AAIP Resolution No. 47/2018, as described in the Privacy Policy.
22. Limited warranty and disclaimer
22.1. Affirmative warranty. Flowing Code warrants that, during the term of the agreement: (a) the Service will operate in substantial conformity with the applicable Documentation; (b) it will not knowingly incorporate malicious code; and (c) it will be provided with the care and professional skill reasonably expected of a provider in its field.
22.2. Exclusive warranty remedy. In the event of a breach of the warranty in section 22.1, the Customer must notify it in writing and in detail within thirty (30) calendar days of detection. Flowing Code will, at its option, correct the defect, provide a reasonable workaround or, if neither is feasible within a reasonable period, terminate the affected portion of the agreement and refund the pro-rata portion of prepaid, unearned amounts. This is the Customer’s sole and exclusive remedy for breach of warranty.
22.3. Disclaimer. Except for the express warranty in section 22.1 and to the maximum extent permitted by applicable law, the Service and the Site are provided “as is” and “as available”. Flowing Code does not warrant that the Service will meet the Customer’s specific needs or expectations, that its operation will be uninterrupted, timely, secure or error-free, that defects will be corrected within any given period, that the results obtained will be accurate, complete or reliable, or that the Service will in itself ensure the Customer’s regulatory compliance or the obtaining of any certification, authorization or outcome.
22.4. Flowing Code does not provide legal, accounting, tax, financial, medical, occupational health and safety or any other professional advice. The Service is a management tool: decisions and regulatory compliance are the Customer’s exclusive responsibility.
23. Limitation of liability
23.1. Exclusion of indirect damages. To the maximum extent permitted by applicable law, neither party shall be liable to the other for indirect, consequential, special, incidental or punitive damages, nor for loss of profits, revenue, anticipated savings, business opportunities, goodwill or reputation, nor for business interruption, nor for loss or corruption of data, even if advised of their possibility.
23.2. Liability cap. Flowing Code’s total aggregate liability on any ground arising out of or relating to these Terms, the Site or the Service, whatever the basis of the claim, shall not exceed the amount actually paid by the Customer to Flowing Code for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.
23.3. Enhanced cap. For claims arising from breach of confidentiality obligations or unauthorized disclosure of personal data attributable to Flowing Code, the cap in section 23.2 is increased to two (2) times that amount.
23.4. Exceptions to the cap. The limitations in sections 23.1 to 23.3 do not apply to: (a) willful misconduct and gross negligence; (b) damage to life, health or physical integrity; (c) the Customer’s payment obligations; (d) the indemnity obligations in section 24; (e) the Customer’s infringement of Flowing Code’s intellectual property rights; and (f) any case in which the limitation is invalid under section 1743 of the Argentine Civil and Commercial Code or any other mandatory rule of law.
23.5. End User claims. Flowing Code has no contractual relationship with the Customer’s End Users. Any claim from them shall be handled by the Customer, without prejudice to Flowing Code’s reasonable cooperation.
23.6. Claim period. Without prejudice to statutory limitation periods, any action arising from these Terms must be brought within two (2) years from the date on which the claimant became or could have become aware of the triggering event.
23.7. The parties acknowledge that the limitations in this section are an essential element of the economic balance of the agreement and that, without them, the agreed prices would be substantially different.
24. Indemnification
24.1. Flowing Code indemnity. Flowing Code will indemnify the Customer against third-party claims alleging that the Service, when used in accordance with these Terms and the Documentation, infringes intellectual or industrial property rights in force in the Argentine Republic, bearing defense costs and awards or settlements approved by Flowing Code. Upon such a claim, Flowing Code may, at its option: obtain the right to continue using the Service; modify it so that it does not infringe; or terminate the affected portion of the agreement and refund the pro-rata portion of prepaid, unearned amounts.
This indemnity does not cover claims arising from: modifications made by the Customer or by third parties; combination of the Service with products, data or services not supplied by Flowing Code; use of the Service in breach of these Terms or the Documentation; use of outdated versions where a corrected version was available; or materials, content or instructions supplied by the Customer.
24.2. Customer indemnity. The Customer will indemnify Flowing Code, its affiliates, directors, shareholders, employees and contractors against any claim, demand, penalty, fine, cost or expense (including reasonable attorneys’ fees) arising from: (a) Customer Data and content that it or its Users upload or transmit; (b) use of the Service in breach of these Terms, the Documentation or applicable law; (c) the absence of a lawful basis, consent or prior information to data subjects in respect of personal data processed through the Service; (d) decisions the Customer makes based on information or AI Outputs from the Service; and (e) claims by its Authorized Users, End Users or employees relating to the Service.
24.3. Procedure. The party receiving a claim covered by this section must notify the other in writing and without undue delay, grant it reasonable control of the defense and provide reasonable cooperation at the indemnifying party’s cost. No settlement imposing obligations or admissions on the indemnified party may be entered into without its written consent.
25. Force majeure
Neither party shall be liable for failure or delay in performing its obligations — other than payment obligations — where caused by fortuitous event or force majeure within the meaning of sections 1730 et seq. of the Argentine Civil and Commercial Code, including, by way of example: natural disasters; pandemics and health emergencies; war, acts of terrorism and civil unrest; acts of authority, regulatory changes and restrictions on imports, access to foreign currency or services; strikes and labor disputes not involving its own personnel; prolonged power or telecommunications outages; serious failures of infrastructure or connectivity providers; and large-scale cyberattacks outside the affected party’s reasonable control.
The affected party shall notify the other without undue delay and shall take reasonable steps to mitigate the effects. If the event continues for more than sixty (60) calendar days, either party may terminate the agreement without liability, with a pro-rata refund of prepaid, unearned amounts.
26. Regulatory compliance and sanctions
The Customer represents that neither it, nor its controlling entities, nor its representatives are included in international sanctions, terrorism or anti-money laundering and counter-terrorist financing lists, and undertakes not to use the Service in breach of such regimes or of applicable export control regulations. Subsequent inclusion in such lists entitles Flowing Code to suspend or terminate the agreement with immediate effect.
27. Amendments to these Terms
27.1. Flowing Code may amend these Terms to reflect changes in the Service, in its operation or in applicable law.
27.2. Material amendments affecting the Customer’s rights or obligations will be notified by email to the registered address and by notice on the Site, no less than thirty (30) calendar days prior to their effective date.
27.3. If the Customer does not accept a material amendment, it may terminate the agreement without penalty by giving notice before the effective date, with a pro-rata refund of prepaid, unearned amounts. Use of the Service after the effective date constitutes acceptance of the new version.
27.4. Flowing Code will keep prior versions of these Terms available, indicating their period of effect.
28. Assignment
The Customer may not assign the agreement or the rights and obligations arising from it without Flowing Code’s prior written consent, which shall not be unreasonably withheld. Flowing Code may assign the agreement to a parent, subsidiary or affiliated company, or in the context of a corporate reorganization, merger or transfer of business, upon notice to the Customer and guaranteeing continuity of the agreed conditions.
29. Notices
Notices relating to the Service shall be given by email to the addresses designated by the parties in the Order Form and shall be deemed received on the business day following dispatch, absent evidence of a delivery error. Notices of termination, formal demand or claim shall also be given by reliable means to the designated domicile. The parties undertake to keep their contact details up to date.
30. Governing law and jurisdiction
30.1. These Terms, the Site and the Service are governed by the laws of the Argentine Republic, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
30.2. For any dispute arising from these Terms, the parties submit to the exclusive jurisdiction of the Ordinary Courts of the city of Santa Fe, Province of Santa Fe, Argentine Republic, expressly waiving any other forum or jurisdiction that might apply, in accordance with section 2605 of the Argentine Civil and Commercial Code.
30.3. The foregoing is without prejudice to: (a) mandatory rules of the Customer’s or the data subject’s domicile that confer jurisdiction on other courts and do not permit choice of forum, in particular in matters of personal data protection and consumer protection; and (b) either party’s right to seek interim relief before the competent court of the place of enforcement.
30.4. The parties shall seek to resolve any dispute in good faith through direct negotiation for a period of thirty (30) calendar days before initiating legal proceedings, unless urgent measures are required.
31. General provisions
31.1. Entire agreement. These Terms, together with the Privacy Policy, the SLA, the Documentation and the Order Form, constitute the entire agreement between the parties as to their subject matter and supersede any prior agreement, proposal or communication on the same matter.
31.2. Severability. The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions, which shall remain in full force. The affected provision shall be construed or supplemented in the manner that most closely approximates the parties’ original intent within what is legally permissible.
31.3. No waiver. Tolerance or failure to exercise a right does not constitute a waiver of it and does not prevent its subsequent exercise.
31.4. Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between them or in respect of their personnel.
31.5. No third-party beneficiaries. These Terms create no rights in favor of third parties.
31.6. Language. These Terms are issued in Spanish and English. In the event of any discrepancy, the Spanish version prevails.
31.7. Headings. Section headings are for reference only and do not affect interpretation.
32. Contact
Flowing Code S.A. Santiago Derqui 960, Santa Fe (S3000), Province of Santa Fe, Argentine Republic Email: contacto@genitrace.com Site: genitrace.com Documentation: docs.genitrace.com
Document version 1.0, effective as of September 20, 2026. Prior versions and their periods of effect are available upon request.