Terms of Service
1. Who you are agreeing with
The Sugibana Flow website, waitlist and platform are operated by Sugibana MB (“we”, “us”, “our”), a Lithuanian mažoji bendrija (small partnership), company code 308103418, registered office Gelininkų g. 17, Laumėnai, LT-53135 Kauno r., entered in the Register of Legal Entities (VĮ Registrų centras).
We are not incorporated anywhere else, and in particular we have no United States entity and no United States presence. Agreements accepted before this version were made with the founder, Edmundas Adamonis, acting personally while the company was being registered; Sugibana MB has assumed all rights and obligations under them, and accepting this version confirms that transfer.
“You” means the natural person or legal entity using the platform. If you are signing up on behalf of an organisation, you represent that you have authority to bind that organisation, and references to “you” include both you personally and that organisation.
2. What we provide
Sugibana Flow is a multi-tenant inventory and order-ledger platform that synchronises stock between your records and external marketplaces (Amazon first; additional channels become available over time). You provide either your own marketplace credentials or, where supported, use ours via authorised OAuth grants.
Current status. The platform is not yet generally available. Joining the waitlist does not create an account, does not reserve capacity, and does not oblige either of us to enter into a subscription. Clauses 3 to 12 describe the service as it will operate once your account exists; they have no application to you while you are only on the waitlist.
The service is provided as-is and on an evolving basis. We will give reasonable advance notice of materially breaking changes via email or in-app banner.
3. Your account and your data
You are responsible for keeping your sign-in credentials secret and for all activity that occurs under your account. You must use a unique business email and accurate company information.
You own your data. We act as a processor of the inventory, order, customer and operational records you upload or generate through the service. You may export your data at any time in machine-readable form (JSON/CSV) and may close your account at any time — we will return your data within thirty (30) days and delete operational copies within ninety (90) days, subject to legal retention obligations.
Marketplace buyer data is handled to a stricter clock. Where we obtain personal data about your buyers through a marketplace API, that data is deleted on the timetable the marketplace requires of us, which is shorter than the periods above and overrides them.
4. Acceptable use
You agree that you will not, and will not permit any third party to:
- upload content you do not have the right to upload;
- use the service to sell goods or services that are illegal in your or your customers’ jurisdictions;
- circumvent or attempt to circumvent rate limits, multi-tenant isolation, authentication or authorisation controls;
- reverse-engineer, decompile or scrape the service beyond what is expressly permitted by our published APIs;
- use the service to send unsolicited commercial communications.
5. Plans, pricing and free Nano
We intend to offer a forever-free Nano plan and paid plans (Starter / Operator / Pro) billed monthly in advance. The Nano plan does not require a payment method. Paid plans renew automatically each calendar month unless cancelled before the renewal date.
You are never charged without choosing a paid plan. We ask for a payment method only when you select a paid plan, and the price and renewal terms are shown before you confirm. Nano stays free.
We may change prices for future renewal periods on at least thirty (30) days’ prior written notice (email to the address on file). Existing pre-paid periods are honoured at the original price.
Cancellation. You may cancel any paid plan at any time from your billing settings. Cancellation takes effect at the end of the current billing period. We do not pro-rate refunds for partial months except where required by applicable consumer-protection law.
6. Marketplace integrations and third-party services
When you connect a third-party service (e.g. Amazon Selling Partner API, eBay, Shopify, Stripe), you authorise us to read and write data on your behalf within the scopes you have granted. We never re-broker, resell or re-purpose data we read on your behalf for other customers.
Where we offer the option to use our own marketplace developer credentials (e.g. our Amazon SP-API LWA app), we do so as a convenience while you obtain your own developer access. In that case we are the registered developer and are bound directly by the marketplace’s developer and data-protection terms, including its buyer-data retention and incident-notification requirements. The terms of the relevant marketplace developer agreement also apply to you. We may withdraw shared credentials with thirty (30) days’ notice if the marketplace requires it, or immediately if the marketplace alleges abuse.
7. Confidentiality
Each party will keep the other’s non-public information confidential and will use it only to perform under these Terms. This obligation survives termination for three (3) years.
8. Intellectual property
We retain all rights, title and interest in the platform, the source code, the UI, the brand and any documentation. You retain all rights, title and interest in your customer, inventory, order, supplier and SKU data.
You grant us a worldwide, non-exclusive, royalty-free licence to host, process and transmit your data solely as necessary to provide the service to you. This licence terminates when you delete the data or close the account, save for backups we routinely overwrite within ninety (90) days.
9. Warranties and disclaimer
We warrant that we will provide the service with reasonable skill and care. Beyond that and to the maximum extent permitted by law, the service is provided “as is” and “as available”, and we disclaim all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose and non-infringement.
Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, for wilful misconduct or gross negligence, or for any other liability that cannot lawfully be limited under Lithuanian law.
10. Limitation of liability
Subject to the previous paragraph, our aggregate liability arising out of or in connection with these Terms, the service or your use of the service is limited to the greater of (a) the fees you paid us in the twelve (12) months immediately preceding the claim, or (b) one hundred euro (EUR 100). The floor in (b) exists so that the cap remains a genuine limitation rather than a total exclusion for users on a free plan.
Neither party is liable for loss of profit, loss of revenue, loss of business, loss of goodwill, indirect loss, special loss or consequential loss, whether in contract, tort (including negligence) or otherwise.
11. Indemnification
You agree to defend and indemnify us against third-party claims arising from (i) your breach of these Terms, (ii) your violation of applicable law, or (iii) content you upload that infringes third-party rights. We agree to defend and indemnify you against third-party claims that the service, used in accordance with these Terms, infringes a third party’s intellectual property rights. Each party’s liability under this clause is capped at three (3) times the amount in clause 10.
12. Suspension and termination
We may suspend your access immediately if we reasonably believe your account is being used to compromise the platform’s security or multi-tenant isolation. For any other breach, we will give you written notice and at least seven (7) days to cure before suspending. Either party may terminate the agreement for convenience on thirty (30) days’ notice. We will return your data on termination as described in clause 3.
13. Changes to these Terms
We may update these Terms from time to time. For material changes we will notify you by email and via an in-app prompt, and you will be asked to accept the new version before your next sign-in. Non-material changes (clarifications, typo fixes) are published with an updated version string at the top of this page. The completion of Sugibana MB’s registration is a material change and will be handled that way.
14. Governing law and venue
These Terms are governed by the laws of the Republic of Lithuania, without regard to its conflict-of-laws principles, and the competent courts of Vilnius, Lithuania have exclusive jurisdiction. This applies to every customer, wherever located — we have no United States entity and do not litigate in the United States.
If you are a consumer, this choice does not deprive you of the protection of mandatory rules of the law of the country where you are habitually resident, and it does not remove your right to bring proceedings in the courts of that country where applicable law gives you that right.
15. Contact
Notices to us: [email protected]. Notices to you: the email address on your account or waitlist entry. Notices are deemed received the next business day after sending.