Legal
Effective date: 18 August 2026
These Terms of Use (the "Terms") govern your access to and use of the Flowryd OS platform, websites, applications, and related products and services (collectively, the "Services").
The Services are operated by Towler Advisory Ltd, a company registered in England and Wales (No. 16436666) whose registered office is at 128 City Road, London, England, EC1V 2NX, trading as Flowryd OS ("Flowryd OS", "Company", "we", "us", or "our").
By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.
1.1"Platform" or "Flowryd OS" — the software venue for on-chain market formation operated by the Company, comprising the Deal Room, the Marketplace, the Intelligence layer, and Ryd AI.
1.2"Deal Room" — the module in which a User creates a Deal, invites Parties (by Party ID, who receive an offer through the Platform and join once they accept), and collaborates on terms; the live Deal moving through the Deal Lifecycle. A Deal Room may be private or public; a public Deal is displayed in the Marketplace as a "Deal to Join" only once all Parties to the Deal agree.
1.3"Deal Canvas" — the working view in which a User arranges Seats, App Stacks and Steps before a Deal goes live.
1.4"Marketplace" — the module in which Users discover Deals to join, Blueprints, App Stacks, and Services.
1.5"Intelligence" — the module providing market, network and deal context to a User.
1.6"Ryd AI" — the AI assistant embedded across the Platform.
1.7"Deal" — a transaction structured, negotiated and executed by two or more Parties within a Deal Room.
1.8"Party" — a legal entity that holds a Seat in a Deal.
1.9"User" or "Participant" — a person or entity with access to the Platform. Not every User is a Party to a given Deal.
1.10"Seat" — an open position in a Deal, labelled by the Role it requires. It stays open until a qualifying Party is offered the Seat and confirms acceptance. A single Party may cover more than one Seat or Role in a Deal.
1.11"Role" — what a Seat requires a Party to do (for example Custodian, Registry, Liquidity). One Party may hold more than one Role.
1.12"Step" — a point in a Flow at which something must happen before the Deal can move on.
1.13"Function" — a capability required at a Seat in a Flow (for example Oracle / Pricing, Compliance Check, FX), performed by a Party's App. A single Party may cover more than one Function (for example a custodian that also provides registry).
1.14"Flow" — a Blueprint put to work: an ordered sequence of Steps a Deal moves through.
1.15"Blueprint" — a proforma for how Seats, Roles and sequences form an on-chain workflow, indicating the additional factors to consider as you form a Deal. It is a guide to be tailored to your requirements.
1.16"App" or "Application" — software in the network that performs Functions within a Flow.
1.17"App Stack" — a combination of Apps that perform Functions, reusable across workflows (for example an "Onboarding" stack combining identity, wallet and custodian Apps). App Stacks are available where the underlying parties already have agreements and configurations in place.
1.18"Accelerator" — a proven, ready-to-deploy Flow or Blueprint made available for reuse.
1.19"Service" or "Service Provider" — a specialist provider (for example legal, security, infrastructure, data, research, advisory, media) that a Party may add to a Deal.
1.20"Contribution" — any Blueprint, App Stack, Service, Function, Flow, data or other material a Contributor makes available on the Platform.
1.21"Contributor" — a User who provides a Contribution.
1.22"Background IP" — intellectual property owned or controlled by a party before it uses the Platform, or developed independently outside the Platform.
1.23"Platform IP" — all intellectual property in the Platform, including the orchestration method, the Blueprint library, the Function / Flow / App Stack taxonomy, the Deal Room and Deal Canvas, Ryd AI, and the validator node.
1.24"Deal Lifecycle" — the stages a Deal moves through: Draft, Open, Negotiate, Committed, Locked, Executed.
1.25"Orchestration Fee" — the predefined fee earned by the Company on execution of a Flow.
1.26"Canton Network" — the underlying third-party network on which Parties execute.
1.27"Canton Coin" or "CC" — the native unit of the Canton Network.
1.28"Network Rewards" — rewards generated by genuine on-chain activity on the Canton Network; distinct from Platform fees and not the basis of Platform revenue.
2.1Flowryd OS is a neutral orchestration platform for multiparty transactions. It coordinates the Parties to a Deal across the Steps of that Deal — who acts, in what order, who shares in the proceeds, and who may see what.
2.2Flowryd OS is never a counterparty, never a venue, and never a custodian. It holds no assets, issues nothing, and settles none of the underlying transactions. Minting, payment, registration and lifecycle remain with the regulated Parties in their own systems.
2.3A Deal moves through the Deal Lifecycle: Draft, Open, Negotiate, Committed, Locked, Executed. The Company's role ends at Committed. From Locked onward, each regulated Party commits and executes its own leg, on its own rail, through its own Application (for example on the Canton Network).
2.4For the avoidance of doubt, the Company never settles, never holds, and never moves assets or cash.
2.5Flowryd OS is not, and does not act as, a settlement agent, custodian, exchange, trading venue, broker-dealer, transfer agent, money services business, ledger or platform operator, or a regulated person.
2.6The Canton Network is the ledger on which transactions are recorded and settled. Any locking, transfer, minting or release of value occurs through on-chain settlement mechanisms on the Canton Network, to which the Company is not a party.
2.7Where a Flow involves regulated activity — including the issuance, custody, transfer-agency or settlement of assets — that activity is carried out by the relevant Parties in the Deal, and not by the Company.
2.8Nothing in the Services, and no use of the Services, constitutes financial, legal, tax, accounting, investment or regulatory advice, or a solicitation, offer or recommendation in respect of any asset or transaction. You are responsible for obtaining your own advice.
3.1You represent that you are at least the age of majority in your jurisdiction and are legally capable of entering into a binding contract.
3.2If you use the Services on behalf of an entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.
3.3You represent that your access to and use of the Services is not prohibited under any applicable law, sanctions regime or regulation.
4.1You are responsible for maintaining the confidentiality of your credentials and for all activity conducted under your account.
4.2You are solely responsible for the security and control of any wallet, key or account you use in connection with the Services. The Company does not custody, recover or control User wallets or keys.
4.3You must notify us promptly of any unauthorised use of your account.
5.1You must not use the Services for any unlawful, fraudulent, harmful or abusive purpose.
5.2You must not interfere with or disrupt the integrity, security or performance of the Services, attempt to gain unauthorised access to any part of them, or reverse-engineer, decompile or extract the Platform IP or any part of it except to the extent this restriction cannot lawfully be excluded.
5.3You must not use the Services in breach of any applicable sanctions, anti-money-laundering, or export-control law.
6.1Use of the Services may be subject to fees, including the Orchestration Fee earned on execution and any Marketplace fees, as notified through the Services or in a separate agreement.
6.2Where the Marketplace uses an escrow mechanism, amounts are locked and released through on-chain settlement on the Canton Network. The Company coordinates but does not take custody of or control any locked amount.
6.3Network Rewards arise from genuine on-chain activity on the Canton Network and are distinct from Platform fees. They are not the basis of Platform revenue, and nothing in these Terms entitles you to any Network Rewards except as expressly agreed in writing.
6.4Fees are exclusive of any applicable taxes, for which you are responsible.
7.1The Marketplace is a venue. Where you transact with another User or Service Provider through the Marketplace, that contract is between you and them. The Company is not a party to it, makes no representation about any User, Service Provider, Service, listing or asset, and gives no warranty that any Deal or transaction will complete.
7.2Each Service Provider warrants to, and indemnifies, the Party it serves in respect of the Services it supplies, on the terms of the applicable Marketplace or listing terms, which may include a requirement to maintain professional indemnity cover as a condition of listing.
7.3Each User indemnifies the Company in respect of that User's own acts, omissions and transactions conducted through the Marketplace.
7.4You transact through the Marketplace at your own risk and are responsible for your own due diligence.
8.1Nothing in these Terms or in your use of the Services creates a partnership, joint venture, agency, employment, fiduciary or similar relationship between you and the Company, and neither party may bind the other or hold itself out as able to do so.
8.2Any discussion of investment, equity, board participation, joint venture or acquisition is entirely separate from these Terms and creates no rights or obligations unless and until recorded in a separate signed agreement.
9.1The Platform IP is pre-existing intellectual property owned by Towler Advisory Ltd. These Terms assign no part of it and create no co-ownership of it.
9.2We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose during your permitted use. No other rights are granted.
9.3No ownership, equity or other proprietary interest in the Company, the Services, the Platform IP, or any module, Flow, Blueprint or App Stack arises out of these Terms, out of your use of the Services, out of the payment of any fee, or out of your participation, contribution, collaboration or joint working, or out of the incorporation of any feedback or suggestion into the Services.
9.4"Flowryd", "Flowryd OS" and "Ryd AI", and the associated logos and marks, are trademarks of Towler Advisory Ltd. You may not use them without our prior written consent.
9.5Client Materials. Your data, content, brand, and any assets you bring to the Services remain yours. You grant us a non-exclusive licence to use them solely to provide the Services.
10.1A Contributor is a customer of the Platform, not a co-owner of the Platform IP. Making a Contribution confers no ownership of the Platform, the Platform IP, or any part of the Services.
10.2You grant the Company a non-exclusive, worldwide licence to host, use, display and make available your Contribution on the Platform for the purpose of operating and providing the Services. This is a licence only; no intellectual property in your Contribution is assigned.
10.3You retain your Background IP. You represent that you have the rights necessary to make your Contribution available and to grant the licence in clause 10.2.
11.1Where a Flow in which you participate is published as a Blueprint, any revenue share is a defined clip agreed in a separate writing.
11.2A clip is a revenue entitlement only. It grants no ownership of the Blueprint, the Platform IP, or any part of the Services.
12.1The Services rely on and may link to or integrate with third-party services, including the Canton Network. We do not control and are not responsible for third-party content, availability, policies, practices, or the performance or security of any third-party network or protocol.
12.2Your use of any third-party service is subject to that third party's own terms.
13.1THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13.2We do not warrant that the Services will be uninterrupted, error-free, or secure, or that any Deal, transaction, settlement or on-chain action will complete.
13.3You acknowledge that digital assets and distributed-ledger transactions carry inherent risks, including price volatility, network failure and the irreversibility of on-chain actions, and that you bear those risks.
14.1Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
14.2Subject to clause 14.1, we are not liable for any indirect or consequential loss, or for any loss of profit, revenue, data, goodwill or opportunity.
14.3Subject to clause 14.1, our total aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the total fees you paid to us in the 12 months before the event giving rise to the claim; and (b) £1,000.
15.1You agree to indemnify, defend and hold harmless the Company and its affiliates, officers, employees and agents from any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or related to your use of the Services, your transactions through the Marketplace, or your breach of these Terms or of any applicable law.
16.1We may suspend or terminate your access to the Services at any time, including where we reasonably believe you have breached these Terms or applicable law, or where required to protect the Services or other Users.
16.2On termination, your right to use the Services ends immediately. Clauses that by their nature should survive (including 2, 8, 9, 10, 11, 13, 14 and 15) survive termination.
17.1We may update these Terms from time to time. We will post the updated Terms with a revised effective date. Your continued use of the Services after an update constitutes acceptance of the revised Terms.
18.1These Terms, and any dispute or claim arising out of or in connection with them, are governed by the law of England and Wales.
18.2The parties submit to the exclusive jurisdiction of the courts of England and Wales.
19.1Entire agreement. These Terms are the entire agreement between you and us on their subject matter and supersede any prior discussions.
19.2Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights and obligations to an affiliate or in connection with a reorganisation or transfer of the business.
19.3Severability. If any provision is held unenforceable, the remaining provisions continue in full force.
19.4No waiver. A failure to enforce any provision is not a waiver of it.
19.5Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.
19.6Notices. Notices to us may be sent to info@flowryd.xyz.