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Terms of Service

Last updated on: January 9th, 2018

Who We Are

Welcome to Flowte! We are an ecommerce and business management platform dedicated to providing the world with “One System for Everything” Through our platform, mobile apps and services, we enable people all over the world to run their lives and businesses more efficiently

Flowte Application Terms of Service

By signing up for the Flowte services or any of the services of TicketLord Limited T/A Flowte. or its affiliates (“Flowte”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The services offered by Flowte under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by Flowte are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.Flowte.com/terms. Flowte reserves the right to update and change the Terms of Service by posting updates and changes to the Flowte website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Flowte’s Acceptable Use Policy (“AUP”) and Privacy Policy before you may become a Flowte user.

Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using Flowte or any Flowte services, you are agreeing to these terms. Be sure to occasionally check back for updates.

 

1. Account Terms

  1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
  2. To access and use the Services, you must register for a Flowte account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Flowte may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
  3. You acknowledge that Flowte will use the email address you provide as the primary method for communication.
  4. You are responsible for keeping your password secure. Flowte cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
  5. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
  6. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Flowte will result in an immediate termination of your services.

WHICH MEANS

You are responsible for your Account and any Materials you upload to the Flowte Service. Remember that with any violation of these terms we will cancel your service.

If we need to reach you, we will send you an email.

2. Account Activation

2.1 Flowte Account

  1. Subject to section 2.1.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorised to use any corresponding account we may provide to the Account Owner in connection with the Service.
  2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.2 Flowte Payments Accounts

  1. Upon completion of sign up for the Service, Flowte will create a Flowte Payments account on your behalf.
  2. You acknowledge that Flowte Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep the payment account active, it is your responsibility to notify us of your intention to deactivate them

2.4 Domain Names

  1. Upon purchasing a domain name through Flowte, domain registration will be preset to automatically renew each year so long as your Flowte Account remains active.

WHICH MEANS

The person signing up for the Flowte Service is responsible for the account and is bound by these Terms of Service. If you sign up on behalf of your employer, your employer owns the account and is also bound by our Terms of Service.

We automatically create accounts for you to accept payments. You are responsible for maintaining these accounts.

Any domain you purchase through us will automatically renew for the duration of the contract

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP and the Privacy Policy before you may become a member of Flowte.

  1. Technical support is only provided to paying Account holders and is only available via email.
  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the Republic of Ireland without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts the Republic of Ireland with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
  3. You acknowledge and agree that Flowte may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Flowte’s website, available at https://www.flowte.com/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Flowte’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
  4. You may not use the Flowte service for any illegal or unauthorised purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Republic of Ireland. You will comply with all applicable laws, rules and regulations in your use of the Service.
  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Flowte.
  6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Flowte or Flowte trademarks and/or variations and misspellings thereof.
  7. Questions about the Terms of Service should be sent to [email protected].
  8. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
  9. You acknowledge and agree that your use of the Service, including information transmitted to or stored by Flowte, is governed by its privacy policy at https://www.Flowte.com/terms
  10. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Flowte’s Terms of Service available in another language, the most current English version of the Terms of Service at https://www.Flowte.com/terms will prevail.

WHICH MEANS

The Flowte service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose.

If a dispute arises the issue will be dealt with in the Republic of Ireland.

Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.

4. Flowte Rights

  1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.
  2. We reserve the right to refuse service to anyone for any reason at any time.
  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Flowte customer, Flowte employee, member, or officer will result in immediate Account termination.
  5. Flowte does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Flowte employees and contractors may also be Flowte customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
  8. Flowte retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Flowte reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

WHICH MEANS

We can modify, cancel or refuse the service at any time.

In the event of an ownership dispute over a Flowte account, we can freeze the account or transfer it to the rightful owner.

5. Limitation of Liability

  1. You expressly understand and agree that Flowte shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
  2. In no event shall Flowte or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Flowte partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
  3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  4. Flowte does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
  5. Flowte does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
  6. Flowte does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

WHICH MEANS

We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.

Service is “as is” so it may have errors or interruptions and we provide no warranties.

6. Waiver and Complete Agreement

The failure of Flowte to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Flowte and govern your use of the Service, superseding any prior agreements between you and Flowte (including, but not limited to, any prior versions of the Terms of Service).

WHICH MEANS

If Flowte chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.

These terms of service make up the agreement that applies to you. This means that any previous agreements between you and Flowte don’t apply if they conflict with these terms.

7. Intellectual Property and Customer Content

  1. We do not claim any intellectual property rights over the Materials you provide to the Flowte service. All Materials you upload remains yours. You can remove your Flowte store at any time by deleting your Account.
  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Flowte to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Flowte can, at any time, review all the Materials submitted to its Service, although Flowte is not obligated to do so.
  3. You retain ownership over all Materials that you upload to a Flowte storefront; however, by making your storefront public, you agree to allow others to view Materials that you post publicly to your store. You are responsible for compliance of the Materials with any applicable laws or regulations.
  4. We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
  5. Flowte shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

WHICH MEANS

Anything you upload remains yours and your responsibility.

8. POS Services

In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the Flowte POS software (“POS Software”), the Flowte POS website, programs, documentation, apps, tools, internet-based services and components, Flowte’s POS hardware (“POS Equipment”) and any updates thereto provided to you by Flowte.

  1. Access to and use of the POS Services requires that you have an active and valid Account.
  2. If your POS Services are enabled with Flowte Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must the same as that used for your Online Services, if applicable.
  3. You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).
  4. You agree to use the POS Services in accordance with all procedures that may be provided by Flowte from time to time.
  5. While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorised access to or use of data transmitted via the POS Services.
  6. POS Equipment can be either purchased or leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement, located at https://www.Flowte.com/terms. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. POS Equipment is subject to our Return Policy.

WHICH MEANS

If you use our POS Services, you must use the same payment processor that you use for the Online Services. You can cancel your POS Services at any time and still keep your Online Services active. We take data security very seriously, but we can’t guarantee that all transmissions using the POS Equipment are 100% secure. All transactions transmitted using the POS Equipment are at your own risk. Remember that the POS equipment is purchased, not leased. Our POS Equipment return policy applies to all POS equipment, except physical gift cards.

WHICH MEANS

You can apply Themes to use for one store at a time. Feel free to modify our Theme, but respect that the designers own their Themes, so don’t infringe on their rights. For Theme-related problems, contact the designer. Note that Themes may disappear over time and are subject to change.

11. Flowte Franchisee’s

  1. Flowte does not employ Franchisee’s and is in no way affiliated with Franchisee’s.
  2. Flowte does not endorse Franchisee’s and takes no responsibility for any work performed by Franchisee’s or failure to fulfill a work order. Links to websites of Franchisee’s, announcements about services or offers, and responses to email inquiries regarding Franchisee’s, are provided solely for informational purposes at the discretion of Flowte and shall not be construed or imply permission, or an affiliation, position regarding any issue in controversy, authentication, appraisal, sponsorship, nor a recommendation or endorsement of any website, product, service, activity, business, Organisation, or person, and any offers, products, services, statements, opinions, content or information on any linked third-party website.
  3. Under no circumstances shall Flowte be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and Flowte Franchisee’s. These limitations shall apply even if Flowte has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.

WHICH MEANS

Franchisee’s are not employees of Flowte and we are not responsible for them.

9. Payment of Fees

  1. You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, Themes, domain names or Third-Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”. All fees are set out in Appendix A
  2. Payment Terms: client shall exclusively use Flowte Payments for the purpose of accepting credit and debit card orders. Client will pay a fee for the use of Flowte Payments as outlined in Appendix A. This fee will be calculated as a percentage of the gross amount of the revenue processed using Flowte with credit or debit cards. Flowte will make a weekly bank transfer to the client. The transfer will include all credit and debit card revenue processed in the preceding seven days. The transfer will be less any deductions and fees arising pursuant to this Agreement including, without limitation, all fees and charges owed by client to Flowte, and any other sums falling due under any other part of of these terms of service. Payments can only be made to a bank account held in the name of the client as stipulated in the Flowte Payments Terms of Use
  3. Flowte Payments: The client will exclusively use Flowte Payments per the rates detailed in Appendix A for all orders processed using Flowte. At the point at which the customer pays for the order, using Flowte’s platform, Flowte will become the legal owner of the item being paid for. Flowte will be responsible for all refunds of orders until the funds for the sale have been transferred to the client. Client acknowledges and agrees that Flowte may, at any time, be entitled to cease providing the Flowte Payments Service for any reason whatsoever. To the extent Flowte ceases to provide these services, client acknowledges and agrees that it will commence use alternative payment services for the purposes of selling goods or services under this agreement.

Exception Charges: The client will enable “Verified by Visa and MasterCard SecureCode” payments within Flowte Payments for all e-commerce transactions. Any order processed without “Verified by Visa and MasterCard SecureCode” enabled will be subject to an exception fee of 1% of the transaction value. All corporate or international (overseas) credit and debit card transactions processed will be subject to an exception charge of 1%. Exception Charges will be billed quarterly in arrears.

  1. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Flowte will charge applicable Fees to the credit card account that you authorize (“Authorised Card”), and Flowte will continue to charge the Authorised Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
  2. Subscription Fees are paid in advance (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Flowte’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Users fees are due on receipt. Subscription fees can also be collected from the clients payout schedule.
  3. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
  4. If you are a resident of the Republic of Ireland, you are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Flowte’s products and services. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorised Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
  5. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Flowte’s products and services, including without limitation, your subscription to or purchase of Flowte’s Online Services, POS Services, POS Equipment, apps, Themes and domains (“Taxable Offerings”). Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorised Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
  6. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in Canada or the U.S., you must advise us immediately by email to [email protected].
  7. Flowte does not provide refunds.

WHICH MEANS

For live payment gateways, a valid credit card is required. You will be billed for your Subscription Fees every 7 or 30 days and fees are due on receip. Any Transaction Fees or Additional Fees will be charged to your credit card. If you’re exempt from Canadian or U.S. taxes, let us know by giving us your original exemption certificate and we’ll stop adding taxes to your bill. No refunds.

10. Cancellation and Termination

Upon termination of clients Services by Flowte for any reason:

    1. Flowte will cease providing you with the services and you will no longer be able to access your Account;
    2. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
    3. Any outstanding balance owed to Flowte for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
    4. Your store website will be taken offline.
  1. If you purchased a domain name through Flowte, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to your domain with the domain provider.
  2. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
  3. We reserve the right to modify or terminate the Flowte Service or your Account for any reason, without notice at any time.
  4. Fraud: Without limiting any other remedies, Flowte may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

WHICH MEANS

If we cancel your account, domains purchased through Flowte will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.

We may change or cancel your account at any time. Any fraud and we will suspend or cancel your account.

11. Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon 30 days’ notice from Flowte. Such notice may be provided at any time by posting the changes to the Flowte Site (Flowte.com) or the administration menu of your Flowte store via an announcement.
  2. Flowte reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
  3. Flowte shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

WHICH MEANS

We may change or discontinue the service at any time, without liability.

12. Third Party Services

  1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Flowte’s partners or other third parties.
  2. Flowte may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Flowte App Store. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable third-party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Flowte’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them.
  3. We do not provide any warranties with respect to Third Party Services. You acknowledge that Flowte has no control over Third Party Services, and shall not be responsible or liable to anyone for such Third-Party Services. The availability of Third Party Services on Flowte’s websites, including the Flowte App Store, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Flowte. Flowte does not guarantee the availability of Third Party Services and you acknowledge that Flowte may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Flowte is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. Flowte strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates, you should charge to your customers.
  4. If you install or enable a Third-Party Service for use with the Services, you grant us permission to allow the applicable Third-Party Provider to access your data and to take any other actions as required for the interoperation of the Third-Party Service with the Services, and any exchange of data or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Flowte is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.
  5. Google Maps is a Third-Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.
  6. Under no circumstances shall Flowte be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider, including any Expert. These limitations shall apply even if Flowte has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
  7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Flowte partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.

WHICH MEANS

We are not responsible for third party services so use them at your own risk. If you use any third-party services on the Flowte platform, you permit us to send your data to those services. If you use them you agree that we do not provide a warranty, so get advice beforehand.

17. Intellectual Property and Takedown Procedure

Flowte supports the protection of intellectual property and asks Flowte merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send an infringement notice to Flowte’s by emailing [email protected] Upon receiving an infringement notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

WHICH MEANS

Flowte respects intellectual property rights and you should too. If we receive an infringement notice, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification.

If you believe one of our merchants is infringing your intellectual property rights, you can send Flowte an infringement notice. We will expeditiously disable access or remove the content and notify the merchant. Be advised that we may post any notices we receive.

Flowte Acceptable Use Policy

 

Flowte is an Ecommerce and business management platform. While we believe in providing service to organisations of all disciplines there are some activities that are incompatible with Flowte’s mission to provide “One System for Everything”. This Acceptable Use Policy (“AUP”) describes activities that are prohibited in connection with your use of the Services.

For the purposes of this AUP, “Materials” means any photos, images, videos, graphics, written content, audio files, code, information, data or other content uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account.

The following activities are prohibited:

  1. Child Exploitation: You may not offer goods or services, or post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
  2. Harassment, Bullying, Defamation and Threats: You may not offer goods or services, or post or upload Materials, that harass, bully, defame or threaten a specific individual.
  3. Hateful Content: You may not offer goods or services, or post or upload Materials, that condone or promote violence against people based on race, ethnicity, colour, national origin, religion, age, gender, sexual orientation, disability, medical condition or veteran status.
  4. Illegal Activities: You may not offer goods or services, or post or upload Materials, that contravene or that facilitate or promote activities that contravene, the laws of the jurisdictions in which you operate or do business.
  5. Intellectual Property: You may not offer goods or services, or post or upload Materials, that infringe on the copyright or trademarks of others.
  6. Malicious and Deceptive Practices: You may not use the Services to transmit malware or host phishing pages. You may not perform activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of Flowte or others, including Flowte’s third party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
  7. Personal and Confidential Information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorised to provide such consent.
  8. Self-Harm: You may not offer goods or services, or post or upload Materials, that promote self-harm.
  9. Spam: You may not use the Services to transmit unsolicited commercial electronic messages.
  10. Terrorist Organisations: You may not offer goods or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist Organisation.

We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Services if you engage in activities that violate the letter or spirit of this AUP, including activities outside of your use of the Services.

Flowte has the right, but not the obligation, to monitor or investigate any Materials and your use of the Services at any time for compliance with this AUP and the Flowte Terms of Service, or any other agreement between you and Flowte governing your use of the Services (collectively, the “Terms”). Our determination of whether a violation of this AUP has occurred will be final and binding, and any action taken with respect to enforcing this AUP, including taking no action at all, will be at our sole discretion.

Flowte may modify this AUP at any time by posting a revised version at https://www.Flowte.com/terms. By continuing to use the Services or access your Account after a revised version of the AUP has been posted, you agree to comply with the latest version of the AUP. In the event of a conflict between the AUP and the Terms, this AUP will take precedence, but only to the extent required to resolve such conflict. Capitalized terms used but not defined in this AUP shall have the meanings set forth in the Terms.

If you feel that a user of the Services has violated this AUP, please contact us at [email protected]

Privacy Policy

  1. Introduction

Welcome to Flowte!

As part of our mission to provide the world with “One System for Everything”, TicketLord Limited T/A Flowte and its affiliates, including Flowte Holdings Limited, Flowte Limited and Flowte Inc. (USA), (collectively, “Flowte”) collect and process a lot of information. This Privacy Policy is intended to help you better understand how we collect, use and store your personal information — whether you are a merchant or end user that uses Flowte’s products, applications or services (together, the “Services”), a customer that shops at a store using our technology, a participant in Flowte’s “Partners” program, or whether you’re simply visiting this website. By using any of Flowte’s Services, or by dealing with a merchant using Flowte’s Services, you are agreeing to the terms of this Privacy Policy and, as applicable, the Flowte Terms of Service.

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. If we make material changes to this Privacy Policy, we will give you notice of such changes by posting the revised policy on this Website, and where appropriate, by other means. By continuing to use this Website or the Support Service after these changes are posted, you agree to the revised policy.

  1. Information from merchants

Privacy matters! If you are a merchant, you agree to post a privacy policy on your storefront that complies with the laws applicable to your business. You also agree to obtain consent from your customers for the use and access of their Personal Information by Flowte and other third parties. In addition, if you are collecting any sensitive Personal Information from your customers (including information relating to medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or sexuality), you agree to obtain affirmative, express consent from your customers for the use and access of sensitive Personal Information by Flowte and other third parties. To help you get started on creating your own privacy policy, check out our policy generator.

What information do we collect from merchants and why?

We collect your name, company name, address, email address, phone number(s) and credit card details.

We need this information to provide you with our Services; for example, to confirm your identity, contact you, and invoice you.

We collect data about the Flowte-hosted webpages that you visit. We also collect data about how and when you access your account, including information about the device and browser you use, your network connection and your IP address.

We need this information to give you access to and improve our Services.

Upon completing the sign-up process for the Services, and depending on your location, we may create a Flowte Payments account on your behalf. If you activate a Flowte Payments account, we collect your business address, business type, business ID number, date of birth (if you are an individual business owner), bank account information and government-issued identification information, such as your Social Security Number or your Social Insurance Number.

We need this information to create a Flowte Payments account for you, to provide you with Flowte Payments services, including fraud and risk monitoring, and to comply with applicable legal and regulatory requirements.

We collect Personal Information about your customers that you share with us or that customers provide while shopping or during checkout.

We use this information to provide you with our Services and so that you can process orders and better serve your customers.

We will also use Personal Information in other cases where you have given us your express permission.

When do we collect this information?

We collect Personal Information when you sign up for our Services, when you access our Services or otherwise provide us with the information.

  1. Information from our merchants’ customers

What information do we collect and why?

We collect our merchants’ customers’ name, email, shipping and billing address, payment details, company name, phone number, IP address and device data.

We need this information to provide merchants with our Services, including supporting and processing orders, authentication, and processing payments. We also use this information to improve our Services.

When do we collect this information?

Information is collected when a merchant’s customer uses or accesses our Services, such as when a customer visits a merchant’s site, places an order or signs up for an account on a merchant’s site.

  1. Information from Partners

Partners are individuals or businesses that have agreed to the terms of the Flowte Partner Program to work with Flowte to promote the Services by (a) referring clients to Flowte; (b) developing Flowte store themes for merchant use; or (c) developing apps using the Flowte Application Interface (API) for merchant use.

What information do we collect from Partners and why?

We collect your name, company name, website, twitter or other social media handles, phone number(s), address, business type, email address, and GST/HST number.

We use this information to work with you, confirm your identity, contact you, and pay you.

We collect data about the Flowte-hosted webpages that you visit and how and when you access your account, including information about the device and browser you use, your network connection and your IP address.

We use this information to give you access to and improve our Services.

We collect Personal Information about your customers that you share with us or that they provide to us directly.

We use this information to work with you and to provide our Services to your customers.

We will also use Personal Information in other cases where you have given us express permission.

When do we collect this information?

We collect this information when you sign up for a Partner Account, when you sign up one of your customers for our Services, or when your customers sign up themselves. We also collect any additional information that you might provide to us.

  1. Information from Flowte website visitors and support users

What information do we collect and why?

From Flowte website visitors, we collect information about the device and browser you use, your network connection and your IP address. We also collect Personal Information submitted by you via any messaging feature available from any of our websites (“Messaging Feature”).

We may also receive Personal Information when you purchase tickets or make other requests to Flowte via any of our websites.

From telephone support users, we collect your phone number and call audio.

From chat support users, we collect your name, email address, information about the device and browser you use, your network connection, your IP address and chat transcript.

From forum users, we collect your name, email address and website URL.

We use this information to provide and enhance our Services (including servicing your account, if applicable), and answer any questions you may have.

When do we collect this information?

We collect this information when you visit Flowte-hosted webpages, use Services offered on our websites or engage with us either by email, web form, instant message, phone, or post content on or through our websites (including forums, blogs and via any Messaging Feature). We also collect any additional information that you might provide to us.

  1. Information from cookies and similar tracking technology

What is a cookie? A cookie is a small amount of data, which may include a unique identifier. Cookies are sent to your browser from a website and stored on your device. We assign a different cookie to each device that accesses our website.

Why does Flowte use cookies and similar tracking technology?

We use cookies to recognise your device and provide you with a personalized experience.

We also use cookies to serve targeted ads from Google, Facebook, Bing, and other third-party vendors.

Our third-party advertisers use cookies to track your prior visits to our websites and elsewhere on the Internet in order to serve you targeted ads. For more information about targeted or behavioural advertising, please visit https://www.networkadvertising.org/understanding-online-advertising.

Opting out: You can opt out of targeted ads served via specific third-party vendors by visiting the Digital Advertising Alliance’s Opt-Out page.

We may also use web beacons, tracking technology and other automated tracking methods on our websites, in communications with you, and in our products and services, to measure performance and engagement.

Please note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser.

Learn more

  1. When and why do we share Personal Information with third parties?

Flowte works with third parties to help provide you with our Services and we may share Personal Information with them to support these efforts. In certain limited circumstances, we may also be required to share information with third parties to conform to legal requirements or to respond to lawful requests by public authorities, including to meet national security or law enforcement requirements. We may also receive Personal Information from our partners and third parties.

Personal Information may be shared with third parties to prevent, investigate, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service or any other agreement related to the Services, or as otherwise required by law.

Personal Information may be shared with third party vendors to help us conduct marketing and/or advertising campaigns.

Personal Information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganisation, or other similar transaction or proceeding. If this happens, we will post a notice on our home page.

Flowte is responsible for all onward transfers of Personal Information to third parties in accordance with the EU-U.S. Privacy Shield Principles, the U.S.-Swiss Safe Harbor Framework, and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA).

Flowte will always ask for your consent before sharing your Personal Information with third parties for purposes other than those described in this Section 7.

Learn more about third parties

  1. What do we do with your Personal Information when you terminate your relationship with us?

We will continue to store archived copies of your Personal Information for legitimate business purposes and to comply with the law.

We will continue to store anonymous or anonymized information, such as website visits, without identifiers, in order to improve our Services.

  1. What we don’t do with your Personal Information

We do not and will never share, disclose, sell, rent, or otherwise provide Personal Information to other companies (other than to specific Flowte merchants you may be interacting with) for the marketing of their own products or services.

If you are a merchant using Flowte’s Services, we do not use the Personal Information we collect from you or your customers to independently contact or market to your customers. However, Flowte may contact or market to your customers if we obtain their information from another source, such as from the customers themselves.

  1. How do we keep your Personal Information secure?

We follow industry standards on information security management to safeguard sensitive information, such as financial information, intellectual property, employee details and any other Personal Information entrusted to us. Our information security systems apply to people, processes and information technology systems on a risk management basis.

We perform annual audits to ensure our handling of your credit card information aligns with industry guidelines. We are certified as a PCI DSS Level 1 compliant service provider, which is the highest level of compliance available, and our platform is audited annually by a third-party qualified security assessor.

No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee the absolute security of your Personal Information.

  1. Residents of the European Economic Area (“EEA”)

Flowte works with merchants and users around the world, including in the EEA. If you are located in the EEA, your personal information is processed by Flowte’s Irish affiliate, TicketLord Limited T/A Flowte. Please note that as part of our service, we may transfer your personal information to other regions, including to Canada and the United States. In order to ensure that your information is protected when transferred out of the EEA, Flowte relies on the EU-U.S. Privacy Shield (described in more detail below), as well as inter-company agreements between our various affiliates that may process your information on behalf of Flowte International Ltd.

Additionally, if you are located in the EEA, you have certain rights under European law with respect to your personal data, including the right to request access to, correct, amend, delete, or limit the use of your personal data. In order to exercise these rights, please reach out to us using the contact information below.

  1. How do we protect your information across borders?

While TicketLord Limited T/A Flowte is an Irish company, we provide services to customers and our technology processes data from users around the world. Accordingly, Flowte may transmit your personal information outside of the country, state, or province in which you are located.

Flowte complies with the EU-U.S. Privacy Shield Framework, regarding the collection, use, and retention of Personal Information from data subjects in the European Economic Area (“EEA”), and with the Swiss-U.S. Privacy Shield Framework regarding the collection, use and retention of Personal Information from data subjects in Switzerland. In this regard, we have certified that we adhere to the Privacy Shield Principles of notice, choice, accountability for onward transfers, security, data integrity and purpose limitation, access, recourse, enforcement and liability.

If you are located in the EEA or in Switzerland, and believe that your Personal Information has been used in a manner that is not consistent with the relevant privacy policies listed above, please contact us using the information below. If your complaint or dispute remains unresolved, you may also contact the International Centre for Dispute Resolution®, the international division of the American Arbitration Association® (ICDR/AAA). This Organisation provides independent dispute resolution services, at no charge to you. ICDR/AAA can be contacted at http://go.adr.org/privacyshield.html.

If, after attempting to resolve a dispute through ICDR/AAA, you feel that your concerns about the use of your Personal Information have not been resolved, you may seek resolution of the issue through binding arbitration. For more information about the binding arbitration process, please visit http://www.privacyshield.gov.

By participating in the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework, Flowte’s participating U.S. entities are subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. For more information about the EU-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield, please visit https://www.privacyshield.gov.

  1. Control and access to your Personal Information

You retain all rights to your Personal Information and can access it anytime. In addition, Flowte takes reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Information. You can update many types of Personal Information, such as payment or contact information, directly within your account settings. If you are unable to change your Personal Information within your account settings, please contact us to make the required changes. It’s important to remember that if you delete or limit the use of your Personal Information, the Services may not function properly.

If you have any questions about your Personal Information or this policy, or if you would like to make a complaint about how Flowte processes your personal data, please contact Flowte by email at [email protected], or by using the contact details below:

 

TicketLord Limited T/A Flowte.
308 Q House, Furze Road, Sandyford Business Estate, Dublin 18, Ireland

 

Flowte Cookie Policy

 

Flowte does not use cookies for any purpose other than the ones listed in this policy. By using our website, you agree that cookies may be placed on your computer or internet-enabled device.

What are cookies?

A cookie is a small amount of information that’s downloaded to your computer or device when you visit certain websites. We use a number of different cookies on the Flowte website, including necessary, functional, performance and targeting cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the site or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor. We use this information to improve the browsing experience for all of our users.

What cookies do we use and why?

Some cookies are necessary to allow you to browse our website, use its features, and access secure areas. The use of these cookies is essential for the website to work, and we do not use these cookies to collect personal information about you. For example, we use user-input cookies for the duration of a session to keep track of a user’s input when filling in forms that span several pages.

We also use functional cookies to remember choices you’ve made or information you’ve provided, such as your username, language, or the region you are in. This allows us to tailor your website experience specifically to your preferences. For example, authentication cookies are functional cookies that are used for the duration of a session (or persistent, if you agree to the “remember me” function) to allow users to authenticate themselves on subsequent visits or to gain access to authorised content across pages. The functional cookies we use include:

  • User-centric security cookies to detect authentication abuses for a limited persistent duration, like repeated failed login attempts. These cookies are set for the specific task of increasing the security of the service.
  • Multimedia content player session cookies (flash cookies) are used for the duration of a session to store technical data needed to play back video or audio content (e.g. image quality, network link speed, and buffering parameters).
  • Load balancing session cookies are used for the duration of the session to identify the same server in the pool in order for the load balancer to redirect user requests appropriately.
  • User interface customisation persistent cookies are used to store a user’s preference regarding a service across web pages.

Flowte is dedicated to user experience and we use many tools to help us improve our website. To this end, we use performance cookies to collect information about how you use our website and how often. These cookies only gather information for statistical purposes and do not gather any information that can personally identify you. However, because these cookies are not strictly necessary for the use of our website, we require your consent to use them. The performance cookies we use include:

  • First party analytics cookies – We use these cookies to estimate the number of unique visitors, to improve our website and to detect the most searched for words in search engines that lead to a webpage. These cookies are not used to target you with online marketing. We use these cookies to learn how our website is performing and make relevant improvements to improve your browsing experience.
  • We also use Google Analytics and other third-party analytics providers to help measure how users interact with our website content. These cookies “remember” what our users have done on previous pages and how they’ve interacted with the website. For more information on Google Analytics, visit Google’s information page. For instructions on how opt out of Google Analytics, see below.

Targeting cookies are used on our website to tailor marketing to you and your interests and provide you with a more personalized service in the future. These cookies remember that you visited our website and we may share this information with third-parties, such as advertisers. Although these cookies can track your visits to our website and other sites, they typically cannot personally identify you. Without these cookies, the advertisements that you see may be less relevant and interesting to you. We do not use third-party advertising cookies.

Finally, Social plug-in tracking cookies are used by many social networks that have “social plug-in modules”. We integrate these modules into our platform to provide services than can be considered as “explicitly requested” by our users. Your consent, however, is required because some third-party social plug-in tracking cookies are used for things like behavioural advertising, analytics, and/or market research.

How long will cookies remain on my computer or mobile device?

The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 90 days and two years from the date they are downloaded to your device. See the section below on how to control cookies for more information on removing them before they expire.

Social Buttons

Social Buttons for third-party social media sites are used to enable our users to share or bookmark web pages. We cannot prevent these sites from collecting information about you. To understand how third-party social media sites use information about your activities on our website and the internet, please read their respective Terms of Use and Privacy Policies.

How to control cookies?

You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible.

Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage or filter cookies can be found in your browser’s help file or through such sites as: www.allaboutcookies.org.

You can opt out of customized ads by visiting:

To opt-out of Google Analytics:

If you use our website without opting out, it means that you understand and agree to data collection for the purpose of marketing ads to you.

 

Flowte Payments Terms of Service

 

The Terms and Conditions described here constitute a legal agreement (“Agreement”) among the sole proprietor or business listed as the “Merchant” in the Flowte Payments service registration page, (the “Merchant” on the registration page, sometimes referred to as “you,” “your”, “user”), TicketLord Limited T/A Flowte (“Flowte”), Stripe, Inc. (“Stripe”), Elavon Merchant Services (“EMS”) and Bank of Ireland Bank (“Bank of Ireland”, collectively with Flowte, Stripe and EMS referred to as “we”, “our” or “us”).

 

The Flowte Payments Service (the “Service”)

  1. Our Role
    The Flowte Payments service (“Flowte Payments” or the “Service”) is a payment service that helps you accept and process credit card, debit card and other types of card payments (collectively “cards”) from your customers in exchange for your products and services for internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). At your election, Flowte may also provide you with card reader equipment and software (the “POS Equipment”) to enable you to accept in- person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”) as well as manually entered transactions (“Keyed Transactions”). Stripe and EMS provides the payment services to you on behalf of Flowte. Neither Flowte, Stripe or EMS is a bank or a money services business (“MSB”) nor do they offer banking or MSB services as defined by the United States Department of Treasury. In addition, we do not assume any liability for the products or services purchased using our Service. Flowte reserves the right to replace EMS or Stripe with alternative providers at its sole discretion.
  2. Our Software
    Stripe, EMS and Flowte provide the payment software to enable you to use the Service. We reserve the right to require you to install or update any and all software updates to continue using the Service. The foregoing offering is separate and distinct from the Flowte e-commerce and other services that are provided by TicketLord Limited T/A Flowte. under separate terms and conditions, which are independent of this Agreement (such services being a “Flowte Account” and such agreement being the “Flowte Merchant Agreement”).

Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Visa Europe Ltd, Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”) and MasterCard International Incorporated (“MasterCard”), Discover, American Express or other applicable card network (collectively, the “Payment Networks”) payment rules.

 

  1. POS Equipment
    If you choose, Flowte will provide you the POS Equipment that will permit you to accept CP Transactions and Keyed Transactions. Flowte POS software may be downloaded directly from the Flowte website.

When using Flowte POS hardware or software, you agree to the Flowte POS Terms of Agreement which is incorporated into this Agreement by reference. Payment Fees for the POS Infrastructure are set forth in the Flowte Payments Fee Schedule.

  1. Authorisation for Handling of Funds
    By accepting this Agreement, you authorise Bank of Ireland to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Payment Networks. You further authorise Stripe and EMS, on behalf of Flowte, to instruct Bank of Ireland in the manner of how your card transaction settlement funds should be disbursed to you (such as by a credit transaction or sending you a paper check payable to you) and the timing of such disbursements. You also authorise Bank of Ireland to hold settlement funds in a deposit account at Bank of Ireland pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account at Bank of Ireland pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest or grant any security interest or lien in the settlement funds or the deposit account at Bank of Ireland. From time to time, we may make available to you information in the Service Account regarding anticipated settlement amounts that we have received on your behalf from the Payment Networks and are being held by us pending settlement. The settlement information reflected in the Service Account is for reporting and informational purposes only, and does not create any ownership or other rights in settlement funds, which are provisional credits only, until such funds are credited to your designated bank settlement account. Your authorisations set forth herein will remain in full force and effect until your Service Account is closed or terminated.
  2. Payment Methods
    The Flowte Payments card processing service supports any U.S.-issued card and most non-U.S. issued cards with a Payment Network logo, including credit and debit cards. Flowte will only process card transactions that have been authorised by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase your products and services, and Flowte does not guarantee or assume any liability for transactions authorised and completed which may later be reversed or charged back (See Chargebacks section below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Flowte may add or remove one or more types of cards as a supported payment card any time without prior notice to you.
  3. Customer Service
    Stripe, EMS and Flowte will provide you with customer service to resolve any issues relating to your Service Account, your card payment processing and use of our software, and the distribution of funds to your designated bank settlement account. You and you solely, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.
  4. Taxes and Reporting
    It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities (including, e.g., 1099 forms) regarding transactions that we process and merchants to which we provide card payment services.

Pursuant to the Internal Revenue Code, merchant acquiring entities and third-party settlement organisations are required to file an information return with the IRS for each calendar year, reporting all payment card transactions and third-party network transactions with merchants occurring in that calendar year as required by law.

  1. Security
    Flowte, Stripe and EMS maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.
  2. Data Security
    You are fully responsible for the security of data on your website or otherwise in your possession. You agree to comply with all applicable local and international laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Data”) on your website. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”), as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI-compliant service providers in connection with the storage, or transmission of Card Data, defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.
  3. Audit Right
    If we believe that a security breach or compromise of data has occurred, Flowte may require you to have a third-party auditor that is approved by Flowte conduct a security audit of your systems and facilities and issue a report to be provided to Flowte, financial banks, and the Payment Networks.
  4. Privacy
    Your privacy and the protection of your data are very important to us. Flowte works with Stripe and EMS to provide the Flowte Payments service, and Flowte, Stripe and EMS may collect or receive certain personal data about you and your customers. For more information about Flowte’s privacy practices, you should review https://www.Flowte.com/privacy. For more information about Stripe’s privacy practices, you should review https://stripe.com/us/privacy. For more information about EMS’s privacy practices, you should review https://www.elavon.ie/privacy-pledge.html Reviewing these policies will help you understand how we collect, use and safeguard the information you provide to us.
  5. Privacy of Others
    You represent to us that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to us, or allow Flowte, Stripe or EMS to collect, use, retain and disclose any Cardholder Data that you provide to us or authorise us to collect, including information that we may collect directly from your end users via cookies or other means, and that we will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we are processing credit card transactions for you and obtaining Data from such customers. We will provide some or all of the Service from systems located within the United States or countries outside of the United States. As such, it is your obligation to disclose to your customers that Cardholder Data may be transferred, processed and stored outside of the United States and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.

If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service.

You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by the buyer customer.

  1. Restricted Use
    You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to Cardholders,(ii) submit any card transaction for processing that does not arise from your sale of goods or service to a buyer customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorisations or fraudulent card transaction, or (v) use your Service Account or the Service in a manner that Visa, MasterCard, American Express, Discover or any other Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network rules.

You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

  1. Suspicion of Unauthorised or Illegal Use
    We reserve the right to not authorise or settle any transaction you submit which we believe is in violation of this Agreement, any other Flowte, Stripe or EMS agreement, or exposes you, other Flowte Payments users, our processors or Flowte, Stripe or EMS to harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorisation to share information with law enforcement about you, your transactions, or your Service Account if we reasonably suspect that your Service Account has been used for an unauthorised, illegal, or criminal purpose.
  2. Payment Network Rules
    The Payment Networks have established guidelines, bylaws, rules, and regulations (“Payment Network Rules”). You are required to comply with all Payment Network Rules that are applicable to merchants. You can review portions of the Payment Network rules at Visa and MasterCard. The Payment Networks reserve the right to amend the Payment Network Rules. Stripe or EMS, acting on behalf of Flowte, reserves the right to amend the Agreement at any time with notice to you as necessary to comply with Network Rules or otherwise address changes in the Service.
  3. Disclosures and Notices
    You agree that Flowte can provide disclosures and notices, including tax forms such as the IRS form 1099-K, regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your Service Account, or mailing them to the address listed in your Service Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
  4. Automatic Reminders
    We may use automated telephone dialling, text messaging systems and email to provide messages to you about your Service Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number which you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications, even if information is communicated to an unintended recipient. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number you have previously provided to us.

18 Trademark Usage Guidelines

 

These guidelines explain how you must use and visually present our brand assets at all times. Your use of our brand assets indicates your acceptance of these guidelines, and you understand that your use of our brand assets in violation of these guidelines will result in automatic termination of your license and/or permission to use our brand assets.

  • Use of our brand assets must be expressly authorised in writing.
  • Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
  • Our brand assets are our exclusive property. All goodwill that results from your use of our brand assets will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of our brand assets. Where used on a web page, our brand assets, as well as the mention of our name, should include embedded hyperlinks to our homepage: www.flowte.com.
  • Our brand assets must be used in a respectful manner. Our brand assets may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. In other words, please do not associate our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.

 

B. Getting a Service Account

  1. Registration
    The Service is only made available to persons that operate a business selling goods and services, and the Service is not made available to persons to accept card payments for personal, family or household purposes. To use Flowte Payments for your business, you will first have to register for a Flowte Payments service account (“Service Account”). When you register for a Service Account, we will collect basic information including your name, company name, location, email address, tax identification number and phone number.

You may choose to register as an individual (sole proprietor) or as a company or other business Organisation. If you register as a company or business, you must also provide information about an owner or principal of the business and you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business you represent. You understand that by registering for a Service Account, you are also registering for a Stripe or EMS Account, and that you are simultaneously providing your information to Flowte Payments for the purpose of opening a Service Account, and to Stripe or EMS for the purpose of establishing your Stripe or EMS Account.

  1. Company Descriptions and Site URL
    As part of your registration, you must provide the name under which you do business (which may be the business’s legal name or a “doing business name”) (e.g. MyStore Online Widgets), and a billing descriptor. These two fields and your site URL (eg. www.mystore.com) may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business. You agree to indemnify us from any costs from disputes due to your failure to do so.
  2. Verification and Underwriting
    To verify your identity, we will require additional information including your business EIN or Tax ID, social security number, and date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, reseller authorisation or distributor information, a driver’s license or other government issued identification, or a business license. We may ask you for financial statements. We may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Service Account. You authorise us to retrieve additional information about you from third parties and other identification services. Flowte may use your information to apply for card merchant acquiring accounts on your behalf with certain Payment Networks (such as American Express).

After we have collected and verified all your information, Flowte will review your account and determine if you are eligible to use the Service. Flowte may also share your information with our payment processors (such as Bank of Ireland, EMS & Stripe), each of which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the Service.

Investment & credit services

Securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; lending instruments

Money and legal services

Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay

fees owed to the firm for services provided by the firm (e.g., firms cannot use Flowte Payments to hold client funds, collection or settlement amounts, disputed funds, etc.)

Virtual currency or stored value

Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value, quasi-cash or

credits maintained, accepted and issued by anyone other than the seller

By accepting the terms of this Agreement, you are providing us with authorisation to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Service Account.

You agree that Flowte is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Service Account with the payment processor, including Bank of Ireland. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Flowte’s risk management process.

  1. Service Account – US only
    By registering for a Service Account, you are confirming to be either a legal resident of the United States, a United States citizen or a business entity authorised to conduct business by the state in which you operate. The Service and your Service Account may only be used in the fifty states of the United States of America and the District of Columbia. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII).

By accepting this Agreement, you confirm that you will satisfy these requirements.

  1. Prohibited Businesses
    The following categories of businesses and business practices are prohibited from using the Flowte Payments Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through network rules or the requirements of our financial services providers. The types of businesses listed in the right column are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us.

Financial and professional services

IP Infringement, regulated or illegal products and services

Intellectual property or proprietary rights infringement

Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder; any product or service that infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Flowte intellectual property without express consent from Flowte; use of the Flowte name or logo including use of Flowte trade or service marks inconsistent with the Flowte Trademark Usage Guidelines, or in a manner that otherwise harms Flowte or the Flowte brand; any action that implies an untrue endorsement by or affiliation with Flowte

Counterfeit or unauthorised goods

Unauthorised sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported

Gambling

Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

Regulated products and services

Marijuana dispensaries and related businesses; alcohol or alcoholic beverages; sale of tobacco, e-cigarettes, or accessories including e-juice or e-liquid; online pharmacies or pharmacy referral services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis

Adult content and services

Pornography and other obscene materials (including literature, imagery and other media). Sites offering any sexually-related products or services such as prostitution, massage parlours, dating-services, companion/escort services; international match-making and mail-order brides; pay-per view, adult live chat or call features; child pornography, fetish gear and services including S&M paraphernalia; hard-core sexually oriented products and services; sex shows, sex clubs, topless bars, strip shows, and other adult entertainment; widgets that allow you to access pornography or pornographic ads

Unfair, predatory, or deceptive practices

Get rich quick schemes

Investment opportunities or other services that promise high rewards

Mug shot publication or pay-to-remove sites

Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm

No-value-added services

Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorisation or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

Products or services that are otherwise prohibited by our financial partners

Aggregation

Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds. *except by written exception

Drug paraphernalia

Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

Event Tickets

Event or festival tickets, event ticket resellers, including theme park ticket reseller*except by written exception

Government Services

Embassies, foreign consulates or other foreign governments. *except by written exception

High risk businesses

Human hair, fake hair, or hair-extensions; age verification services; bankruptcy lawyers; computer technical support; psychic services; extended warranties; travel reservation services and clubs; airlines; cruises; timeshares; chain-letters; essay mills; flea markets; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; shipping or forwarding brokers; door-to-door sales; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

Multi-level marketing

Pyramid schemes, network marketing, and referral marketing programs

Pseudo pharmaceuticals

Pharmaceuticals and other products that make health claims

Social media activity

Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity

Substances designed to mimic illegal drugs

Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)

Video game or virtual world credits

Sale of in-game currency unless the merchant is the operator of the virtual world

Use of Flowte Payments in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service

Use of Flowte Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment of upsell or cross-sell product or service; offering substantial rebates or incentives to the cardholder subsequent to the original purchase



C. Processing Card Transactions and Receiving Your Funds

  1. Processing Card Transactions
    You agree that you will honour all eligible cards presented for payment by your customers for your goods and services in accordance with the Payment Network rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorisation from the Payment Network(s) for each card transaction, as required under the Payment Network rules, and will not submit a card transaction for settlement where there is a negative authorisation or the card is otherwise expired. You acknowledge that the existence of an affirmative authorisation from us or the Payment Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim at a later date.

You will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Payment Network rules and applicable law.

You will display all Payment Network marks in accordance with the rules and procedures of the Payment Networks, and will use such marks only to indicate that you accept their cards for payment.

  1. Payouts and Transaction History
    We will pay out funds settling from the Payment Networks to your designated bank settlement account in the amounts actually received (less our Fees as defined below) for card transactions submitted to our Service. The payouts will be made to the bank account (“Bank Account”) you provide for your Service Account. The Bank Account must be in the name of the business located at a bank in the same country and jurisdiction as the business entity. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Payment Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule as defined below.

Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects) and Chargebacks, Reversals or Claims in accordance with this Agreement and the Card Network payment rules, whether or not a transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorise us to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse provisional credit for any transaction.

After each payout of card settlement funds to your Bank Account, we will update information in your Service Account to reflect settlement. Information regarding your card transactions processed and settled with the Services (“Transaction History”) will be available to you when you login to our website using your Service Account. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Service Account, your Transaction History and your use of the Service.

  1. Payout Schedule
    Payout schedule refers to the time it takes for us to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your bank account information has been reviewed, Stripe or EMS, on behalf of Flowte, will initiate transfer of settlement funds (net Fees, chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule, the terms of which will be assessed on an ongoing basis by Flowte risk department. The settlement funds should normally be credited to your Bank Account within 2-3 days of us initiating the payout. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account.

Stripe or EMS, on behalf of Flowte and/or Bank of Ireland reserves the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or if required by law or court order.

  1. Reconciliations and Errors
    Your Transaction History will be available to you when you login to our website using your Service Account. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.

If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Service Account as appropriate. Flowte will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

  1. Refunds and Returns
    By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the Service to the Cardholder’s card in accordance with the terms of this Agreement and Payment Network Rules. Payment Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund.

Full refunds must be for the exact transaction amount of the original transaction including tax, handling charges, and other charges. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Refunds processed though the Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund.

For processed refunds, we, will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account (as defined below). If these funds are not sufficient, you authorise us, to initiate a debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Cardholder’s card. In the event we cannot access your Bank Account by means of a debit entry, you agree to pay all funds owed to us upon demand. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.

  1. Chargebacks
    A Chargeback (defined below) is typically caused when a customer disputes a charge that appears on their bill. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, (ii) unauthorised or improperly authorised transactions, or (iii) transactions that do not comply with Payment Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Network, our processor or acquiring bank, or the Cardholder’s card issuing financial institution.

When a Chargeback is issued, you are immediately liable to Flowte for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Payment Networks or our payment processors). You agree that we may recover these amounts by means of a debit entry of your Bank Account associated with your Service Account, debiting your Reserve Account, or setting off any amounts owed to you by us. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.

Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.

  1. Contesting your Chargebacks
    You or Flowte may elect to contest Chargebacks assessed to your account. Flowte may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks.

You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with the Cardholder, the Cardholder’s financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.

If the Cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favour, we may recover the Chargeback amount and any associated fees from you as described in this Agreement.

We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.

  1. Excessive Chargebacks
    At any point, Flowte, Stripe, EMS or Bank of Ireland, the Payment Networks, or our payment processor(s) may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Service Account and the Service. The Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
  2. Flowte Fees
    You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule incorporated into this Agreement.

POS Equipment Fees. If you choose to purchase POS Equipment *from Flowte, you agree to pay the fees assessed by Flowte to *you for providing the POS Equipment. These fees are set forth in this Agreement by reference.

We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to you.

You acknowledge that you are also responsible for any penalties or fines imposed on us or directly on you by any Payment Network or financial institution as a result of your activities.

  1. Our Collection Rights
    To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the bank account or credit card registered in your Service Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.

In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees and other third parties charges.

You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Flowte by you. Such communication may be made by Flowte or by anyone on its behalf, including but not limited to a third-party collection agent.

  1. Reserves
    Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement (a “Reserve Account”). We, in our discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.

We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for card transactions submitted to the Service, or, or (ii) amounts available in your Bank Account by means of ACH debit to that Bank Account, or (iv) other sources of funds associated with your Service Account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account.

You agree that you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account, that you have no right to direct that account, that you have no legal interest in those funds or that account and that you may not assign any interest in those funds or that account.

  1. Security Interest
    You grant us a lien and security interest in the Reserve Account, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.

D. Termination and Other General Legal Terms

  1. Term
    The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by Flowte, Stripe, EMS or Bank of Ireland.
  2. Termination
    You may terminate this Agreement by submitting a formal written request sixty or more in advance of your renewal. In absence of such a request your contract will automatically renew per the existing terms and for a new term of the same duration as the preceding contract. We may terminate this Agreement and close your Service Account at any time for any reason effective upon providing you notice in accordance with Section A16 above. We may suspend your Service Account and your access to the Service and any funds in your Service Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your Service Account, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement, (iii) upon request of an Organisation or a card issuer. Termination of your Service Account does not terminate your separate account with Stripe, EMS or the Flowte Merchant Agreement.
  3. Effects of Termination
    Upon termination and closing of your Service Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody will be paid out to you subject to the terms of your payout schedule.

Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings.

Termination of this Agreement will not necessarily terminate your Flowte Merchant Agreement, unless Flowte informs you otherwise.

Upon termination you agree: (i) to immediately cease your use of the Service (ii) to discontinue use of any Flowte, Stripe or EMS trademarks and to immediately remove any Flowte, Stripe or EMS references and logos from your Site (iii) that the license granted under this Agreement shall end, (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.

  1. Your License
    We grant you a personal, limited, non-exclusive, revocable, non- transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds you so receive. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by us. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when we make these updates available.
  2. Ownership
    The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Flowte, Stripe, EMS Bank of Ireland and any third party designated by Flowte, Stripe, EMS or Bank of Ireland for any and all such liability. “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer customer files directly with Flowte. “Reversal” means Flowte reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) Flowte, Stripe, EMS or Bank of Ireland; (ii) the processors, suppliers or licensors of Flowte, Stripe, EMS or Bank of Ireland; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorisation to send the payment (for example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement or any other Flowte, Stripe or EMS agreement, or (e) we decided a Claim against you.

We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to us.

Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Flowte, Stripe, EMS or Bank of Ireland and their respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (iii) your, or your employee’s or agent’s, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Payment Network or Issuer).

If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.

  1. Representation and Warranties
    You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
  2. No Warranties
    THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) FLOWTE, STRIPE, EMS OR BANK OF IRELAND; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF FLOWTE, STRIPE, EMS OR BANK OF IRELAND; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR ARE AUTHORISED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER FLOWTE, STRIPE, EMS NOR BANK OF IRELAND WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

  1. Limitation of Liability and Damages
    IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION 8 ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION 8 ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORISED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WITHOUT LIMITING THE FOREGOING PROVISIONS OF THS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO FLOWTE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF FLOWTE, STRIPE, EMS OR BANK OF IRELAND HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from its facilities in the Republic of Ireland. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Republic of Ireland, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the European Union, or are a foreign person or entity blocked or denied by the European Union. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the Republic of Ireland

  1. Disputes; Choice of Law; Jurisdiction and Venue
    You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section 10.

This Agreement is governed by the laws of the Republic of Ireland (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate court located in the Republic of Ireland. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. You and we each represent to the other that this waiver is knowingly, willingly and voluntarily given. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

  1. Right to Amend
    We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
  2. Assignment
    This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
  3. Change of Business
    You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
  4. Parties
    This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
  5. Third Party Services and Links to Other Web Sites
    You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Flowte website may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.
  6. Force Majeure
    No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D6, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
  7. Entire Agreement; Remedies
    These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you, Flowte, Stripe, EMS and Bank of Ireland with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Flowte, Stripe or EMS agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Flowte, Stripe, EMS, Bank of Ireland and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.

  1. Survival
    In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, this Agreement survives and remains in effect in accordance with their terms upon the termination of this Agreement
  2. Organisation Disclosure
    The Bank of Ireland mailing address is Bank of Ireland Bank, College Green, Dublin 2, Republic of Ireland. Bank of Ireland discloses that: (a) it is the only entity approved to extend acceptance of Organisation products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating you on pertinent Payment Network rules with which you must comply, but this information may be provided to you by Flowte, Stripe or EMS; (d) it is responsible for and must provide settlement funds to you; and (e) it is responsible for all funds held in reserve that are derived from settlement.
  3. Merchant Responsibilities
    You must: (a) ensure compliance with cardholder data security and storage requirements; (b) maintain fraud and chargebacks below Payment Network thresholds; (c) review and understand the terms of this Agreement; (d) comply with all Payment Network rules; and (e) retain a copy of this Agreement.

You may download “Visa Regulations” from Visa’s website. You may download “MasterCard Rules” from MasterCard’s website.

The responsibilities listed above do not supersede the terms of this Agreement and are provided to ensure that you understand some important obligations of each party. EMS is the ultimate authority should you have any problems.

 

Return Policy

 

At Flowte, we do everything we can to ensure you are happy with your purchase, but we know that sometimes a product is just not right. We’ve made our return policy as easy as possible. For our full refund policy see the customer agreement below.

Requirements

Within 30 Days – You must return your product within 30 days of the product being shipped. Returns must be shipped back to our warehouse within 7 days of receiving your return label.

Include original packaging and product in new condition – Any returned product(s) must be returned in all of their original packaging, and in like-new condition. Flowte may reject the returned product if there is damage to the product and/or product packaging.

If a product is deemed unfit for return, Flowte will notify the customer that the return has been rejected and no refund will be issued to the customer. The customer can choose one of the following options.

  1. The product will be shipped back to the customer and will incur additional shipping costs

or

  1. The product will be recycled.

If you do not select one of the above options within 14 days of Flowte informing you that your return has been rejected, the product will be recycled.

Free Return Shipping – We are not responsible for risk of loss or damage for returning a product during shipment. International shipments must purchase return postage to process a return.

Due to the nature of physical gift cards we are unable to offer any returns/refunds on gift card orders once they have been printed.

Instructions

As long as your return adheres to the requirements described above, follow these steps to return your product:

  1. Please request your return in writing to Flowte’s head office in Dublin, Ireland.
  2. After reviewing your return request, we will email you a return label. Print out the return label and securely attach it to a suitable shipping carton.
  3. Drop the package off at the shipping carrier’s closest location.

We will receive and review the products you’ve returned. If the returned products have met all of our return policy requirements, we will process the refund and send you a confirmation email. We are only able to credit the original credit card used to make the purchase. Please allow up to 5 business days for this process.

If you have any questions or concerns about making a return, feel free to contact our Flowte support team at [email protected]

POS Equipment Agreement

These terms apply to the purchase of Flowte POS hardware products. By placing an order for POS hardware, you accept and agree to the terms of this agreement.

Availability

Every effort is made to maintain sufficient stock of all the products we offer. Potential inventory shortages at our distributor may impact our ability to fulfill an order. We reserve the right to cancel an order if we are, for any reason, unable to fulfill the order requirements. If we are unable to fulfill an order, we will notify you by email.

Shipping

Inventory shortages or other fulfilment issues may cause delays. Your order is shipped using a carrier that we have selected. Once you have completed your purchase on our online store, we will provide you with an estimated delivery date. Every effort is made to facilitate delivery of your order on time, and by the estimated delivery date. After your order is processed and fulfilled, we will send you an email containing the order tracking number. Once your order is fulfilled and placed in the hands of our selected shipping carrier, we cannot guarantee any delivery date indicated by the carrier.

Returns and Refunds

At Flowte, we do everything we can to ensure you are happy with your purchase, but we know that sometimes a product is just not right. You may return your hardware kit within 30 days of shipment to you, as long as it is in new condition and has the original packaging. No returns are accepted over 30 days. We only accept returns of the hardware we sell directly to you. Gift cards are not eligible for return. Priority shipping charges selected at checkout are non-refundable. If we suspect you’re abusing the return policy (for example by returning products on multiple occasions or on a seasonal basis), we reserve the right to refuse your return.

End-users and resellers

Our hardware packages are designed with love and care specifically for Flowte merchants. We reserve the right to refuse selling and shipping any product to you if we have reason to believe you are not a Flowte customer. Likewise, customer support is only available to the original hardware purchaser.

Warranties

We sell a combination of our own and third-party hardware to create a modern point-of-sale. The point of sale hardware comes with a 90-day warranty. This warranty covers defects in manufacturing discovered while using the product as recommended by the manufacturer. The warranty does not cover damage caused by misuse, abuse, unauthorised modification, improper storage conditions, lightning, or natural disasters. All third-party products resold by us are covered by their original manufacturers’ warranties. Please check with the manufacturer for further information.

Limitation of Liability

Flowte does not accept liability for the purchase, use or return of POS hardware or other products beyond the remedies set forth herein, including but not limited to any liability for product not being available for use, lost profits, loss of business or for lost or corrupted data or software, or the provision of services and support. Flowte will not be liable for any consequential, special, indirect or punitive damages, even if advised of the possibility of such damages or for any claim by any third party. You agree that for any liability related to the purchase of product, Flowte is not liable or responsible for any amount of damages above the amount invoiced for the applicable product. Some jurisdictions may not enforce all of these limitations, and only the limitations that are lawfully applied to you in your jurisdiction will apply.

 

Flowte API Terms of Use

  1. Flowte. 

    Welcome to Flowte! We are an ecommerce and business management platform dedicated to providing the world with “One System for Everything” Through our platform, mobile apps and services, we enable people all over the world to run their lives and businesses more efficiently

2. Our API Terms of Use.

2.1 Application. 

The following policy (our “API Terms of Use”) sets forth the terms and conditions for using the Flowte APIs and Content available from the Flowte APIs in connection with Your Applications. By using the Flowte APIs, you agree to these API Terms of Use without modification and enter into a binding contract with Flowte, which will be applicable when and if you use the Flowte APIs. 

2.2 Incorporation by Reference. 

These API Terms of Use and the rights and obligations contained in these API Terms of Use are in addition to and are incorporated into the Terms of Service Agreement For All Flowte Users (“Terms of Service”), by reference. Nothing in these API Terms of Use shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service. 

2.3 Modifications. 

Flowte reserves the right to modify or replace any terms or conditions of these API Terms of Use in accordance all other Terms of Service.

3. Basic Rules Governing Use of The Flowte APIs

3.1 Ownership. 

The Site Content transmitted in connection with the Flowte APIs belongs to Flowte, its customers and/or is licenced to Flowte by third parties. Please keep this in mind as you plan Your Application. Don’t do anything that would undermine the Site Content. 

3.2 Storage. 

As a general matter, you may store Site Content relating to future events, but you may not store any Site Content relating to events that have occurred in the past. The only exception to storing Site Content relating to past events is if a User has given you explicit permission to use and store Site Content relating to that User’s past events. This means that without explicit User permission you cannot store venue data, ticket data or other Site Content related to that User’s past events or any other past events. 

3.3 Must Have Information. 

If you display or make available any Site Content regarding an event listing through Your Application, Your Application must display the event title and display a direct link to the Flowte webpage associated with that event on the Services. The link may not include a “nofollow” attribute and must be crawlable by search engines. 

3.4 Branding. 

You must use your own name, company name, logos, trademarks or app names in connection with Your Applications and not the company name, logos, trademarks or app names of Flowte. You have no right or licence to use the Flowte Trademarks (as defined in the Terms of Service) in connection with Your Applications or otherwise without Flowte’s prior written consent. In any event, Your Applications must be built in a way that makes clear to Users that they are not owned, developed or controlled by Flowte. If you have questions about this, please email us at [email protected] 

3.5 Responsibility. 

You are solely responsible for Your Application and any use of Your Application by Users. Among other things, this means that you are responsible for maintaining your own user agreement and privacy policy for users of Your Application and complying with those policies. Your user agreement must permit you and the users of Your Application to comply with the Terms of Service, including without limitation, these API Terms of Use and Flowte’s Privacy Policy. Your privacy policy must be at least as protective of Personal Data as Flowte’s Privacy Policy. In general, we expect you to be thoughtful and considerate and not abuse our Users’ data.

4. Licence and Restrictions.

4.1 Licence. 

Subject to the terms and conditions hereof, Flowte grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with Section 4.2 below), limited right to access and use the Flowte APIs to develop, test and support Your Application and to distribute or allow access to your integration of the Flowte APIs within Your Application to end users of Your Application, in each case, (a) in compliance with the Terms of Service, including without limitation, these API Terms of Use, and (b) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations. You have no right to distribute or allow access to the stand-alone Flowte APIs. All rights not expressly granted to you are reserved by Flowte. 

4.2 Termination of Licence. 

You may terminate the licence and your access to and use of the Flowte APIs by discontinuing use of all of the Flowte APIs and closing your API developer account. Flowte may terminate your access to and use of the Flowte APIs at any time, with or without notice, (a) for your violation or breach of the Terms of Service, including without limitation, these API Terms of Use; (b) for your misuse or abuse of the Flowte APIs; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Flowte to legal liability. 

4.3 Rate Limit. 

There is a rate limit and a restriction to the data fields displayed per application or service utilising the Flowte APIs and you agree that you shall comply with that rate limit and restriction to the data fields at all times. The rate limit is 10 calls per hour on each OAuth token. These rate limits and restrictions are subject to change from time to time at Flowte’s discretion, effective immediately upon posting. Your use of any methods intended to subvert rate limiting or data field restriction is a violation of these API Terms of Use. If you need more calls or a higher limit, simply email us at [email protected] and provide an explanation and we will determine whether to increase your rate limit. 

4.4 Restrictions. 

Notwithstanding the licence granted under Section 4.1, you hereby agree that you shall not: 

(a) use the Flowte APIs to support Your Application if any Content in Your Application would violate any of Flowte’s Terms of Service

(b) use the Flowte APIs in any manner or for any purpose that violates any law or regulation (including without limitation any laws or regulations regarding the sale or resale of tickets, whether in regard to licensure requirements, maximums or limits on ticket prices, or otherwise) or any right of any person (including but not limited to intellectual property rights, rights of privacy, or rights of personality), or in any manner inconsistent with the Terms of Service, including without limitation, the Privacy Policy and these API Terms of Use; 

(c) use the Flowte APIs to operate any mission critical application where human life or property may be at stake; 

(d) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Flowte APIs (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); 

(e) rent, lease, resell, distribute, use the Flowte APIs or Site Content on a stand-alone basis or for timesharing, service bureau or other commercial purposes for direct commercial or monetary gain (as opposed to indirect commercial or monetary gain associated with supporting Your Application); 

(f) remove or alter any proprietary notices or labels on or in the Flowte APIs or Site Content; 

(g) engage in any activity that interferes with or disrupts the Services; 

(h) use the Flowte APIs in a manner that fails to comply or is inconsistent with any part of the Flowte API documentation


(i) use the Flowte APIs in, or to develop, a product or service that competes with products or services offered by Flowte. 

4.5 Security. 

(a) Overview. 

Flowte takes the security and privacy of its Users seriously. Therefore, we have adopted certain minimum requirements that Your Applications must meet from a security and privacy perspective that are described in greater detail below. 

(b) Securing User Consent. 

You shall secure, and are solely responsible for securing, clear, express consent from each Flowte user whose Content you access via the Flowte APIs that grants you permission, to the extent applicable, (i) to access such user’s Flowte account(s), (ii) to retrieve, store and use Content from such account(s), and (iii) to write information to such account(s). Your notice seeking such consent shall be specific as to each purpose for which you will access, retrieve, store, use and write each type of Content. You will strictly comply with the scope of express consent granted you at all times with respect to Content obtained from such account(s). 

(c) Contact and Cooperation. 

You must be reasonably available for security questions or concerns. You can change this name or contact by signing up for a new application key, and providing the correct contact information and using the new application key in lieu of your existing key. If we cannot contact you or we believe that the circumstances require immediate action on our part, we may suspend your access to the Flowte APIs during the period of a security issue. 

(d) Virus Precautions. 

You agree that Your Application and any related documents and other materials that you provide to Flowte will first be checked by you with Internet industry standard up-to-date antivirus and anti-worm software prior to being introduced to the Flowte Services and that you will not knowingly introduce any virus, worm or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services. 

(e) Industry Standards. 

You warrant that your networks, operating system and software of web server(s), routers, databases, and computer systems (collectively, the “Systems”) are properly configured to securely operate Your Application and store Content. Your Application must use reasonable security measures to protect the private information of your users. You must not architect or select Systems in a manner to avoid the foregoing obligations. 

(f) Reporting. 

You must promptly report any security deficiencies in or intrusions to the Systems that impact or compromise our Site, Site Content, Services, or Flowte APIs to Flowte in writing via email to [email protected] In the event of any such security deficiency or intrusion, you will collaborate with us to make any statements (i.e. press, blogs, bulletin boards, etc.) regarding such instance. 

(i) Security Reviews. 

Flowte will have the right, at its own expense, to inspect and review documentation related to Your Application, Your Systems and your compliance with this Section 4.6. Any such review will be conducted during regular business hours in such a manner as not to interfere with normal business activities. You will (at your own expense) promptly correct any security flaws determined to exist by Flowte based on such inspection and review. You will then promptly certify to Flowte in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. If a review reveals a material breach of any of these security provisions, you will reimburse Flowte for the reasonable costs of the review.

5. Ownership and Relationship of Partners.

5.1 Site Content. 

As between you and Flowte, Flowte owns all rights, title, and interest (including without limitation all intellectual property rights) in and to the (i) Flowte APIs, and all executables of the APIs; (ii) the Site Content; and (iii) the Services (collectively, the “Flowte Materials”). Except for the express licences granted in these API Terms of Use, Flowte does not grant you any right, title or interest in the Flowte Materials. You agree to take such actions as Flowte may reasonably request to effect, perfect or confirm Flowte’s rights to the Flowte Materials. Any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Flowte by you (collectively “Feedback”); and all improvements, updates, modifications or enhancements, whether made, created or developed by Flowte or otherwise relating to Feedback (collectively, “Revisions”) are subject to our  Terms of Service

5.2. Your Content and Your Application. 

You represent and warrant to Flowte that the use by Flowte and its Users of your company, organisation, or product name and/or logo (“Your Content”) and Your Application will not violate the rights of any third party (e.g., any intellectual property or other proprietary right), or any applicable law. You hereby grant to Flowte a paid-up, royalty-free, nonexclusive, worldwide, irrevocable, sublicensable right and licence, under all of your intellectual property rights, to copy, use, perform, and display Your Application and its content for purposes of marketing, demonstrating, and making Your Application available to Users. You may not issue any public announcement regarding your use of the Flowte APIs that suggests partnership with Flowte without Flowte’s prior review and written approval, at Flowte’s discretion. Following the termination of the licence granted to you in Section 4 and upon written request from you, Flowte shall use reasonable efforts, as determined in its discretion, to remove all references and links to Your Application from the Services.

6. Disclaimer.

Content that you obtain from the Services through Your Application is largely Content provided by third parties (e.g., Flowte Organisers). As such, Flowte makes no representation or warranty as to the accuracy, authenticity, completeness or legality of Content obtained from the Flowte APIs, all of which you use at your own risk. All such Content obtained from the Flowte APIs and the Flowte APIs themselves is subject to our Disclaimer of Warranties contained in the Terms of Service.

7. No Exclusivity.

You acknowledge and agree that these API Terms of Use and the licence and other rights granted herein do not create an exclusive relationship between you and Flowte. Flowte may, or may engage or permit others to, develop applications that are the same or similar to Your Application for any purpose, including without limitation any commercial purpose.

8. Support.

Flowte reserves the right to change, suspend, or discontinue any aspect of the Flowte APIs at any time, including the availability of any Flowte APIs.

9. Fees and Payments.

Flowte reserves the right to charge fees for future use of or access to the Flowte Materials in Flowte’s discretion. If Flowte decides to charge for any Flowte Materials, you do not have any obligation to continue to use such Flowte Materials.

10. Confidentiality.

“Flowte Confidential Information” means all non-public Flowte information relating to the Flowte APIs, and any other information designated in writing by Flowte as “Confidential” or an equivalent designation. Without granting any right or licence, Flowte agrees that Flowte Confidential Information does not include information that (i) is or becomes (through no improper action or inaction by you) generally available to the public, or (ii) was in your possession or known by you without restriction prior to receipt from Flowte, or (iii) was rightfully disclosed to you by a third party without restriction, or (iv) was independently developed by you without use of any Flowte Confidential Information. In addition, you shall not disclose Flowte Confidential Information to any third party without Flowte’s prior written consent, except in instances that you reasonably determine that you are required by a Legal Requirement, provided you use reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allow Flowte to participate in the proceeding (to the extent permitted by the Legal Requirement). For purposes of this Agreement, “Legal Requirement” means any law, rule, regulation, order, subpoena, interrogatory, discovery request, or other legal requirement of a governmental authority. You shall not disclose your developer passwords or other credentials to any third party, and you shall not use Flowte Confidential Information except for the express purpose for which it was disclosed.

 

 

Appendix A | Fee Schedule & Contract Term



This Agreement is between the organisation defined on the client’s order form (hereinafter referred to as “COMPANY”), and TicketLord Limited T/A Flowte with its principal place of business in Dublin, Ireland (hereinafter referred to as “FLOWTE”). In consideration of the rights and obligations herein set forth, the parties do hereby agree as follows:



1 Annual Sales Item Volume / Annual Minimum: As defined on order sheet



2 Per Item Fee:  As defined on order sheet



3 Flowte Payments Rate: As defined on order sheet



4 Currency: All Fees outlined in this appendix are in client’s base currency per order sheet

 

5 Term of Agreement: This agreement shall commence and renew on the dates defined in the order sheet. Should client log in to Flowte within sixty days of its renewal date the contract will be automatically renewed for an additional term of the same duration and subject to the same terms.

 

6 Confidentiality: All aspects of this contract are strictly confidential to both parties.



7 Terms of Service: All aspects of this contract are subject to Flowte’s terms of service

 

8 Additional Services and Professional Services: Pricing for these offerings are defined in the client’s order sheet or amendment sheet. Any modification to the additional services required will result in an extension in the contract term




9 Payment Terms



9.1 All fees defined in this Appendix are due per the terms of service



9.2 For clients using the pre-pay model, should the number of items processed using Flowte exceed the pre-pay “annual sales item volume” in any twelve-month period within the contract term the client will have the option to prepay for additional items. Should the volume of items fall below the “annual sales item volume” the shortfall will be considered to have expired and under no circumstances will these items be carried forward into any future year or a refund be issued to the client. For clients using the post pay model, should a shortfall arise in items processed as compared with the defined “annual sales item volume” the client must pay the difference between the number of items processed and the “annual sales item volume” defined above multiplied by the per item fee.



9.3 Use of Flowte Payments is also subject to Flowte Payments Terms of service.



9.4 Flowte reserve the right to be the exclusive provider of ticket sales and e-commerce software to the client. Use of Flowte Payments is also provided on an exclusive basis.

 

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Hugh O’Morain, CEO