Public Offer

This document is an offer of FLOWWOW KFT (Reg. No. 01-09-398308; VAT No. HU27796171; Address: 1061 Budapest, Paulay Ede utca 16) to conclude an Agreement for the provision of services on the terms set out below:

1. Terms

1.1. For the purpose of this Public Offer for the provision of services by the Flowwow service:

Public offer for the provision of services by the Flowwow service (the ‘Offer’) means this document available on the Internet at: https://flowwow.co.uk/en-en/docs/agency-agreement.

The ‘Flowwow Service’ (the ‘Service’) means all pages of the website hosted on the Internet at https://flowwow.co.uk, as well as the Flowwow Mobile Apps for Users and Sellers.

Website means all pages of the website located at https://flowwow.co.uk.

Flowwow Mobile Applications for Sellers (the ‘Mobile Applications’) means software (for mobile devices) on the Android and iOS platforms available for Sellers to download at: https://flowwow.co.uk/s/aa.

User means a legally capable individual using the Service to purchase Items/order Delivery of Items.

Recipient means a third party indicated by the User as the recipient of the Items if the recipient of the Items is not the User; in case of Self-pickup, a third party with whom the User has shared the Order pick-up security code and who receives the Goods by means of Self-pickup.

Personal Area means the Seller’s personal area on the Service associated with the Seller’s account in which the Seller can manage personal settings, view Order History, etc. In addition, in the Personal Area, the Seller can read information daily about:

completed Orders;
the amount of funds received from Users;
the amount of remuneration to the Service;
the amount to be transferred to the Seller.

A personal account is created for the Seller after the signup with the Service.

Item means an object of purchase and sale (a thing), not withdrawn from the market and not subject to commercial restrictions, which is the subject of a purchase/sale/supply agreement concluded using the Service. The subject of sale and purchase may be food or non-food Items about which information is posted on the Service.

Seller means a legal entity or sole trader listing their Items for sale using the Service.

Supershop means a Seller which:

using the features of the Service, confirms the availability of Items for at least five (5) days in a row;
has an average rating from the thirty (30) most recent reviews of not less than four and eight tenths (4.8) points. If there are fewer than thirty (30) reviews, the average score is estimated based on the available reviews;
has had less than 10% out of the last thirty (30) Orders cancelled more than three (3) minutes after payment was made for them (the total number of cancellations by Users/Recipients and the Seller is taken into account);

Order means the performance by the User of actions aimed at concluding an agreement for the sale/supply of Items and an agreement for the Delivery of Items by placing an order directly through the Service.

Seller’s Own Order — An order placed by a User using a direct link to the Seller’s Materials posted by the Seller on third-party services on the Internet. The Seller must use a direct link to the Materials obtained on the Service: https://flowwow.co.uk/admin/shop/view ‘Your page on Flowwow’. An order will not be considered a Seller’s Own Order if:

the order was placed in the Mobile Application;
after clicking on the direct link to the Seller’s Materials, the User, before placing an Order with the Seller, viewed the Materials of other Sellers on the Service.

When fulfilling a Seller’s Own order, the cost of Flowwow Services is equal to Flowwow’s remuneration for accepting funds from Users (Internet card processing) specified in clause 4.4. of the Offer.

Seller Gift Certificate (‘Seller Certificate’) means a tangible medium issued by a Seller containing an alphanumeric code confirming advance payment and giving a User/Recipient the right to purchase goods and/or services sold by the Seller in an amount equivalent to the nominal value of the Seller Certificate during the validity period of the Seller Certificate. The validity period of the Seller Certificate and the conditions for its use shall be indicated in the Service and may additionally be indicated on the Seller Certificate. Unless otherwise stated in the Terms/the Service:

by selling and accepting a Seller Certificate, the Seller enters into a direct contractual relationship with the User/Recipient;
in selling a Seller Certificate, the Seller shall be guided by the provisions of the Offer governing the sale of Items and/or services sold through the Service;
a Seller Certificate cannot be used to pay for Items and/or services sold by the Seller through the Service.

Delivery means a service for the delivery of Items ordered by the User through the Service. A delivery contract is deemed to be concluded between the Seller and the User when the User places an Order on the Service.

Self-pickup shall mean independent collection of an Order at a Seller's shop (without Delivery).

Support Service means a service that the Seller can contact for technical support to resolve a problem or for additional information on a matter of interest. The Support Service can be contacted:

via Chat;
by email at hu@flowwow.es

Chat means a tool implemented in the Service for exchanging messages with the Support Service and Users, available in the Mobile Applications and on the Website pages.

Agreement means a paid agreement between the Seller and Flowwow that is concluded through acceptance of the Offer.

Materials mean informational materials provided by the Seller about Items, the Seller, and delivery terms that meet the requirements specified in this Offer.

Moderation means the process of verification by Flowwow of the information the Seller has provided.

Flowwow Terms of Use means the document posted on the Internet at https://flowwow.co.uk/en-en/docs/terms-of-use .

Promotional Materials means merchandise and printed or electronic products that have a tangible form and contain means of individualization of KFT FLOWWOW, used as advertising handouts in advertising campaigns.

Invalid Order means an Order:

payment for which is disputed as fraudulent by the issuing bank, another bank, or the cardholder through the payment system, provided that the Seller has not provided Flowwow with information/documents confirming the execution of the Order or the information/documents provided have not been recognized by the issuing bank, another bank, the cardholder, or the payment system as sufficient;
in respect of which there are reasonable grounds to believe that it is the result of illegal actions on the part of the Seller.

1.2. Terms that are not defined in clause 1.1 of the Offer may be used in the Offer. In this case, the given term shall be construed in accordance with the text of the Offer. In the absence of an unambiguous interpretation of the term in the text of the Offer, one should be guided by the interpretation of the term defined by the legislation of Hungary or in the Service or generally used on the Internet.

2. Subject of the Agreement

2.1. The agreement is mixed and includes elements of a fee-for-service agreement and elements of an agency agreement (hereinafter referred to as the Services) under Chapter XLI (Ptk. 6:293-6:301 §) of the Civil Code.

2.2. Flowwow services include:

2.2.1. placement of the Seller’s Materials on the Service;

2.2.2. providing functionality that allows one to place an Order directly on the Service;

2.2.3. promotion of the Seller’s Items;

2.2.4. execution of an order to accept non-cash funds from Users in its own name but for the account of the Seller/transfer funds returned by the Seller to Users. The Parties acknowledge that this Service is not a payment service and Flowwow is not a payment service provider.

2.3. Flowwow may provide the Seller with additional services not specified in clause 2.2 of the Offer. Conditions for the provision of other additional services shall be negotiated by the Parties separately.

3. Terms of Service

3.1. Flowwow shall start providing Services after the conclusion of the Agreement. An agreement is concluded when a Seller accepts the Offer under the conditions outlined herein. The Offer is considered accepted by the Seller after successful signup with the Service. Flowwow shall assign a number and date to the Agreement.

3.2. By accepting the terms of the Offer, the Seller also accepts the terms of:

the Privacy Policy posted on the Internet at https://flowwow.co.uk/en-en/docs/personal-data;
the Cookie Policy posted on the Internet at https://flowwow.co.uk/en-en/docs/cookies;
the Flowwow Loyalty programmes posted on the Internet at https://flowwow.co.uk/en-en/docs/loyalty;
the Terms of the Flowwow Loyalty Programme posted on the Internet at https://flowwow.co.uk/en-en/docs/loyalty-terms;
the Flowwow Terms of Use, posted on the Internet at https://flowwow.co.uk/en-en/docs/terms-of-use.

3.3. To sign up with the Service, the Seller shall specify the following information and is also responsible for the correctness and relevance of the data provided:

corporate name (name);
location (address), including:
- the address indicated in the state register of companies;
- the actual address or addresses at which the Seller carries out business activities (the address of an flat cannot be indicated as the specified address);
- the mailing address for the exchange of correspondence;
hours of operation (working hours of the Seller);
state registration number of the record on the creation of a legal entity or the last name, first name, and state registration number of the record on the state registration of an individual as a sole trader;
taxpayer identification number;
store description (logo, store photo, and short description);
cost and time of Delivery of Items, as well as the Delivery rates for one (1) kilometre;
bank details for settlements;
the taxation system and VAT rate used by the Seller, if applicable;
contact information (phone, links to social networks, website);
contact details of the employees responsible for the execution of the Agreement;
other values specified by Flowwow as required.

3.4. When signing up with the Service, the Seller is obliged to provide accurate information. Flowwow is not responsible for the content and accuracy of the information provided by the Seller. The Seller has no right to make any claims against Flowwow and/or demand compensation for any losses in connection with the Seller providing inaccurate information.

3.5. Flowwow does not edit information about the Seller. However, the Support Service has the right to verify the correctness of the data provided, including by requesting the relevant documents.

3.6. Within ten (10) days from the moment the Seller completes all the actions necessary to sign up with the Service, the Support Service shall moderate the information provided by the Seller. Flowwow shall send a notification to the Seller in the Chat after Moderation about the successful signup with the Service or denial of signup. In case the signup is denied, the Support Service may indicate to the Seller the need to take additional actions, after which Flowwow will re-moderate.

3.7. The actions provided for in Section 3 of the Offer shall not be recognized as a proper acceptance of the Offer if performed by a person:

in respect of which there is no information about state registration in the state register of companies;
who provided data specified in the profile of another Seller;
who provided incorrect/incomplete information provided for in the Offer;
with whom an Agreement was previously terminated at the initiative of Flowwow;
in other cases.

Flowwow has the right to deny signup to such person.

3.8. After signing up with the Service, the Seller is obliged to prepare and independently upload Materials containing:

an Item's photo (must be clear and display the general appearance of the Item and may not contain watermarks. Flowwow recommends using a resolution of 1200×1200 pixels);
the Item’s name;
the price of the Item, the VAT rate (if applicable) and the discount on it (if any), information on the conditions for the purchase of the Item;
information on the main consumer properties of the Item/the conditions for provision of services;
information about the place of manufacture of the Item;
information on the price and terms of delivery of the Item;
information about the service life, expiration date, and warranty period established for the Item (if applicable);
other information about the Item provided for by the current legislation of the Seller’s registration country or specified by Flowwow as mandatory.

3.9. The Materials become available on the Service within 30 minutes after they are uploaded by the Seller. Flowwow has the right to send the Materials for revision to the Seller at any time by removing them from the Service, including in the case of:

provision of low-quality photos;
insufficient description of the Item;
indication in the description of links to third-party resources (including any contact information, links to social networks, etc.);
creation of several Items with the same photo;
setting prices for the Goods in excess of the prices listed by the Seller on their own online resources (website, social media) as well as on other online resources (goods/services data aggregators, advertising platforms, etc.);
presence of alcohol and tobacco products in the Materials;
inconsistency of the Materials with the current legislation of the Seller’s country of registration.

3.10. Where the Materials are placed on the Service shall be determined by Flowwow independently, taking into account the technological and other features of the Service as well as the ratings given to the Seller, reviews about the Seller, etc.

4. Cost of Services and Payment Procedure

4.1. The cost of Flowwow Services shall be calculated as follows:

4.1.1. The cost of the Services provided for in clauses 2.2.1.-2.2.3. of the Offer shall be calculated from the cost of the Items specified in an Order. When calculating the cost of Services provided for in clauses 2.2.1.-2.2.3. of the Offer, Flowwow does not take discounts provided for the Item or the cost of Delivery of the Items into account;

4.1.2. The cost of the Services (agency fee) provided for in clause 2.2.4. of the Offer shall be calculated based on the Order’s cost, taking into account the discount provided for the Item and Delivery of the Item.

4.2. The Seller shall independently set the cost of the Services (including agency fees) of Flowwow based on the minimum amounts specified in clause 4.4 of the Offer. When the Seller increases the cost of Flowwow Services, the Seller receives additional benefits in promoting Items on the Service (conditions are provided upon an additional request to the Support Service). The cost of Flowwow Services is reflected in the Personal Area and in each Order accepted by the Seller.

4.3. Flowwow’s remuneration shall be charged only for completed Orders.

4.4. The minimum cost of the Flowwow Services provided to the Seller is indicated in the annex to the Offer, posted at the link: https://flowwow.co.uk/s/tarif-eu-en.

4.5. Flowwow:

does not charge a fee for the Services if a User cancels an Order or the User/Recipient refuses the Item;
charges a fee for the Services in the event of a partial or full cash refund by the Seller to a User based on a claim received from the User.

4.6. A User shall make a payment for an Order to the current account of Flowwow, which, acting in its own name but for the account of the Seller under Chapter XLI (Ptk. 6:293-6:301 §) of the Civil Code of Hungary, shall, on behalf of the latter:

accept non-cash funds from Users;
transfer funds returned by the Seller to Users;
For settlements with individuals, Flowwow is not a payment service provider under Chapter XLI (Ptk. 6:293-6:301 §) of the Hungarian Civil Code.

4.7. Payment for Flowwow Services (including agency fees) shall be made by deducting the corresponding amount from the funds received by Flowwow from Users and to be transferred to the Seller. If the funds received by Flowwow are insufficient to pay for the Flowwow Services and/or to pay forfeits and/or any other payments, the Seller is obliged to pay the outstanding amount of funds within five (5) business days from the date of receipt of the relevant request from Flowwow. At the same time, Flowwow has the right to unilaterally offset any counter monetary claims based on relevant notifications sent to the Seller.

4.8. Information about the amount of funds to be transferred to the Seller (less amounts returned to Users, the cost of Flowwow Services, penalties, and Flowwow’s remuneration under the Terms of the Flowwow loyalty programme) is displayed in the Seller’s Personal Area. The Register for Payment is generated by Flowwow every Thursday (funds due to the Seller for the period from Saturday to Friday preceding the week of generation of the Register for Payment). Flowwow shall transfer the funds to the Seller no later than ten (10) days from the date of generation of the Register for Payment.

4.9. The Reporting Period is a calendar month. Under § 58 of the VAT Act (CXXVII), the due date is the last day of the Reporting Period. Within seven (7) business days from the end of the Reporting Period, Flowwow shall prepare the following documents (hereinafter, the Reporting Documents) and submit them to the Seller:

a Certificate of the Services Rendered and Payment Orders Executed;
a unilateral Report on the execution of an order to accept funds from Users in its own name but for the account of the Seller;
a Certificate of the services rendered under the loyalty programme.

Electronic images of the Reporting Documents shall be sent to the Seller by the email specified in the Agreement.

4.10. Within five (5) business days from the date of receipt of the Reporting Documents, the Seller has the right to send Flowwow reasoned objections to the data specified in the Reporting Documents. If no reasoned objections are received from the Seller within the specified time period, the Flowwow Services shall be considered accepted by the Seller in full, and the Seller shall lose the right to raise any objections in the future.

4.11. The Service and the Seller acknowledge that, when issuing certificates on services rendered, tax invoices and reports, the name of the reference detail ‘Contractor’ is equal to the name ‘Agent’ or ‘Service’ and the name of the reference detail ‘Customer’ is equivalent to the name ‘Seller’ or ‘Principal’.

4.12. When calculating the cost of Flowwow Services, the amount of remuneration shall be rounded to the nearest integer:

if the Nth + 1 digit < 5, then the Nth digit is preserved, and the Nth + 1 and all subsequent digits are set to zero;
if the Nth + 1 digit ≥ 5, then the Nth digit is increased by one, and the Nth + 1 and all subsequent digits are set to zero.

5. Rights and Obligations of the Parties

5.1. Flowwow undertakes:

to provide the Seller with Services and fulfil other obligations stipulated by the Offer;
to advise the Seller on the operation of Flowwow.

5.2. Flowwow is entitled:

to temporarily suspend the provision of the Services for technical, technological, or other reasons that impede the provision of the Services and the performance of other obligations for the time necessary to eliminate such reasons;
suspend the provision of the Services / block the Seller’s operations with the Service or block the Self-pickup feature for the Seller in the event of infringement of the rules of Self-pickup, including cases where the User/Recipient was prompted to cancel their Order and purchase the Goods directly from the Seller, bypassing the Service;
to carry out any actions (control measures) to verify the compliance of the content of the submitted Materials with the requirements of the Offer, as well as to verify the proper and conscientious fulfilment by the Seller of its obligations, including receiving (requesting) information from the Sellers:
- about Items for sale and sold Items;
- about completed Orders, including documents confirming the execution of the Order. Flowwow may request the specified information/documents both on its own initiative and at the request of banks/payment systems/other financial organisations/law enforcement/judicial authorities for the investigation and prevention of fraudulent transactions, as well as in other cases stipulated by the current legislation and/or the rules of payment systems;
if Invalid Orders are detected, to block the Seller’s operation on the Service, and also, under 6:298§ of the Hungarian Civil Code, to receive compensation for material losses of Flowwow from the Seller. For the purpose of applying this provision, the Parties have estimated the amount of property losses in advance as equal to the aggregate of funds paid by Flowwow in connection with the detection of an Invalid Order, namely: the value of the Invalid Order and fines, penalties, or duties imposed by the issuing bank, another bank, another financial organisation, or the payment system, as well as law enforcement or judicial authorities. To confirm the occurrence of circumstances that the Parties link to the Seller’s obligation to reimburse Flowwow’s material losses, a report from the payment system will be sufficient evidence. The Seller must compensate for material losses within five (5) business days from the date of receipt of the relevant request from Flowwow. Flowwow has the right to receive compensation for material losses provided for in this clause of the Offer from the funds due to the Seller under clause 4.7. of the Offer;
to make changes to the Offer and other documents specified in clause 3.2 of the Offer. If Flowwow changes the Offer and/or the documents specified in clause 3.2 of the Offer, such changes shall come into force from the moment the amended text of the Offer and/or the documents specified in clause 3.2 of the Offer is posted on the Internet at the addresses specified in clauses 1.1 and 3.2 of the Offer, unless a different date for the entry into force of the amendments is additionally specified upon such posting. The Seller agrees and acknowledges that making changes to the Offer and/or to the documents specified in clause 3.2 of the Offer entails the introduction of these changes to the Agreement, and these changes to the Agreement shall enter into force simultaneously with the changes to the Offer and/or the documents specified in clause 3.2 of the Offer. If Flowwow makes changes that the Seller disagrees with, the Seller is obliged to stop using the Service;
to publicly refer to the corporate name of the Seller (as well as its logo or trademarks) to indicate it as one of its Sellers without paying the Seller any sums of money;
to carry out marketing and other activities to promote the Service, including those related to providing additional promotional terms, upon placement of an Order. Flowwow independently determines the necessary terms for such activities. Flowwow shall carry out the activities specified in this clause at its own expense. As part of these activities, Flowwow has the right to transfer Promotional Materials to Sellers for subsequent transfer to Users at the time of order execution. The date of transfer of the Promotional Materials shall be the date of dispatch of the Promotional Materials to the Seller. An Acceptance Certificate in the form drafted and approved by Flowwow shall formalise the transfer of the Promotional Materials to Sellers. If it is impossible to issue an Acceptance Certificate at the time of transfer of the Promotional Materials to the Seller:
- the electronic image of the Acceptance Certificate shall be sent to the Seller by the email specified in the Agreement within seven (7) business days from the date of transfer of the Promotional Materials;
- the original of the Acceptance Certificate shall be sent to the Seller together with the originals of the documents and on the conditions specified in clause 4.9 of the Offer. Within five (5) business days from the date of receipt of the Acceptance Certificate, the Seller must sign the Certificate and return one copy to Flowwow or provide a reasoned refusal to sign it. If the Seller does not send either a signed Act or a reasoned refusal to sign it within the specified period, the Promotional Materials shall be deemed accepted by the Seller, and the Acceptance Certificate shall be deemed signed.

5.3. The Seller undertakes:

within Ninety (90) minutes from the receipt of an Order, to accept or reject the Order.
- If the Order is received during the Seller’s working hours, the period starts when the Order is received. The course of the period shall be interrupted and the remainder shall be postponed to the next business day of the Seller if, at the time of receipt of the Order, less than forty-five (45) minutes remain until the end of the Seller’s business day;
- If the Order is received outside the Seller’s working hours, the period starts from the beginning of the first working day of the Seller following the day of receipt of the Order;
Independently, in accordance with the legislation of the Seller’s country of tax residence, to issue Tax Invoices and other required documents to the User as part of each order;
to keep copies of documents and other information related to sold Items and completed Orders for one (1) year from the date of sale/fulfilment and, upon request from Flowwow, submit documents/information no later than one (1) business day from the date such request is received;
The Seller is fully responsible for organising the Delivery of Items and for the Delivery of the Items unless otherwise provided by the current legislation of the Seller’s country of registration. The Seller has the right to entrust the Delivery of Items to the User to a third party while remaining responsible for its actions. A Seller is obliged to inform the User through the Service about the Delivery cost and the party to which the Delivery of an Item has been entrusted if the Seller engages a third party for the Item’s Delivery. The Seller is obliged to ensure that a third party engaged for the Delivery of Items fulfils the following obligations:
- not to communicate with the User/Recipient on matters not related to the execution of the Order;
- to transfer information to the User/Recipient, as well as documents for the Item, provided for by the current legislation of the Seller’s country of registration;
- under no circumstances to demand funds from the User/Recipient;
- to keep the contacts communicated to the User/Recipient in working order;
- to communicate politely with the User/Recipient;
- to have a neat appearance;
- to speak properly;
- not to disclose information about the User to the Recipient;
- to treat the Items with care;
- to ensure compliance with the sanitary rules for the transportation of the Items and adherence to a certain temperature regime for the Delivery of the Items, to ensure the cleanliness and integrity of both the packaging and the Items, and to prevent such placement of the Items where one Item can damage another;
to execute Orders personally, except as provided for in the Offer;
provide Flowwow with Materials and information in accordance with the requirements of the Offer;
when preparing, creating, and changing the Materials, to comply with all Flowwow’s requirements for the Materials and placement conditions stipulated by the Offer, as well as all applicable norms and requirements of the current legislation of Seller’s country of registration;
to be responsible for compliance with safety standards, storage conditions, preparation, and packaging of food products if such Items are sold on the Service;
to provide information in the Materials on the ingredients of food products under the legislation of the Seller’s country, including but not limited to information on substances that cause allergies and/or intolerances and storage conditions; Flowwow’s responsibility is limited to the obligation to display the information specified by the Seller in the Materials on the Service;
to provide Materials whose content corresponds to the current offerings of the Seller;
set prices for the Goods with the Service in an amount not exceeding the prices listed by the Seller on their own online resources (website, social media) as well as on other online resources (goods/services data aggregators, advertising platforms, etc.);
within two (2) calendar days from the date of receipt of the relevant request, to provide duly certified copies of documents confirming the information provided to Flowwow, including that contained in the Materials;
not to dispute the fact that additional information materials from Flowwow may accompany the display of the Materials it has provided;
not to distribute any advertising materials (its own or those of third parties) with an Item without prior written consent from Flowwow;
not to distribute, publish, or otherwise provide incorrect information about the Service (including information containing profanity, representing Flowwow in a negative light, or otherwise running counter to ethical and moral principles and norms and the principles of good faith and integrity, but not limited to such information);
not to use the Flowwow brand traffic for advertising its store in contextual advertising;
to ensure the security of the personal data of Users/User representatives;
if the information specified in clause 3.3 of the Offer changes, to inform Flowwow about this within one (1) business day from the date of such changes;
to respond promptly (i.e., within thirty (30) minutes from the receipt of the request, if the request was received during the Seller’s business hours, or within thirty (30) minutes from the start of the first working day following the day of receipt of the request, if the request was received outside the Seller’s business hours) to requests from Users and the Support Service;
to process the personal data of Users/Recipients following the requirements of GDPR, without the possibility of transferring the User’s/Recipient’s data to third parties, except in cases expressly established by GDPR;
maintain the confidentiality of data provided by the User, including the User’s preferences/comments related to their Order, greeting card texts, the contents of chat conversations with the User. The Seller shall have no right to distribute the above data, transfer it to third parties, or use it in any other way except for fulfilling Orders. The Seller shall prevent the illegal dissemination of information related to the private life of the User/Recipient. The Seller shall not discredit the honour, dignity, or business reputation of third parties;
to ensure employees comply with the Agreement;
specify whether Self-pickup is available for the Goods, maintain up-to-date the information about Self-pickup availability and the business hours of the Seller's shop;
hand over the Goods by means of Self-pickup within the time period selected by the User at the time of Order placement. Orders must be ready for pickup from the beginning of the time period specified at the time of Order placement.
when selling/executing a Seller Certificate:
- to convey the complete conditions for the purchase and use of the Seller Certificate to the User/Recipient;
- to sell goods and/or provide services upon presentation by the User/Recipient of a Seller Certificate;
- not to demand additional payment for goods and/or services from a User/Recipient unless otherwise provided by the terms of the Seller Certificate;
- independently and at its own expense, settle all claims related to the sale and use by a Recipient/User of a Seller Certificate, including one submitted by a Recipient/User of Flowwow.
when placing Materials associated with age-restricted Goods, specify this in respective product cards (by selecting the ‘18+ Item’ attribute using the Service features). Flowwow shall have the right to modify the specified attribute in product cards if Flowwow deems that the Seller has incorrectly determined the age restrictions of the Goods;
comply with the regulations governing the sale of age-restricted Goods provided for by applicable law;
when fulfilling Orders including age-restricted Goods, at the time of handing over the Goods to the User / the Recipient, verify the age of the User / the Recipient by requesting them to produce a valid identification document. The Seller shall be solely responsible for verifying the age of the User / the Recipient in accordance with the requirements of applicable law.

5.4. The Seller is entitled:

to use the services of the Support Service and submit requests regarding the operation of the Service.

5.5. Each Party retains all rights to trademarks and/or other intellectual property items (including logos, designs, and drawings) that may be used under the Agreement. The conclusion of the Agreement cannot be interpreted as granting the Seller any licenses and/or rights of use concerning Flowwow’s intellectual property items.

5.6. By posting Materials on the Service, the Seller simultaneously grants Flowwow a transferable simplenon-exclusive license to use the relevant Materials in the activities of Flowwow and/or other Sellers, including for the purpose of advertising the Item and/or Service and/or the Seller and/or other Sellers worldwide without payment of any remuneration or the need to obtain any additional consents and/or permissions. The license shall be granted for the entire period of validity of the exclusive rights to the Materials in the following scope:

reproduction of the Materials;
distribution of the Materials in any way;
public display of the Materials, including public performances of works that include the Materials;
making the Materials available to the general public;
broadcasting on the air or by cable;
reworking of the Materials;
inclusion of the Materials in a composite work or other complex object.

5.7. The Seller shall have the right to use Flowwow’s trademarks and logos for the purpose of providing information that the Seller’s shop is available with the Service. Links embedded in the Flowwow logo / trademark must lead to the Seller’s shop page with the Service.

When using trademarks and logos, the Seller shall be guided by the rules available at: https://info.flowwow.co.uk/en/brandbook, in particular, use only the logos and trademarks specified in the rules.

Flowwow shall have the right, at any time, to prohibit the use of trademarks and logos, demand the removal of trademarks and logos from the resources on which they were published by the Seller. The Seller shall comply with such Flowwow’s request within 2 (two) days of receipt.

The use of Flowwow’s trademarks and logos in accordance with this clause shall not cause damage to the business reputation of Flowwow or be accompanied with false or offensive information regarding Flowwow or the Service.

The Seller shall cease using Flowwow’s trademarks and logos in the event of termination / expiration of the Agreement for any reason.

6. Responsibility

6.1. The Seller is responsible for executing the Agreement/Agreements concluded between a User and the Seller using the Service and for observing other rights of the Users unless otherwise expressly provided by the current legislation of the Seller’s country. Concerning individuals, Flowwow’s liability is limited to the liability provided by Chapter XLI (Ptk. 6:293-6:301 §) of the Hungarian Civil Code for owners of aggregators.

6.2. Flowwow provides Sellers with the function of information support for consideration of User claims. This does not imply that Flowwow has the authority to satisfy Users’ claims, including those related to the inadequate quality of Items and/or Services for the Delivery of Items. When providing such a function, Flowwow acts as an arbitrator.

6.3. Within three (3) days from the moment the Seller fulfils an Order, the User has the opportunity to settle any claim with the Seller through the Service. After the specified period, the User will settle all claims directly with the Seller without the involvement of Flowwow unless otherwise provided by the current legislation of the Seller’s country.

6.4. Acting as an arbitrator, Flowwow has the right to request information and documents necessary to decide on a claim from the Seller. Information and documents must be provided within one (1) business day of the Seller from the date of receipt of the relevant request. The Seller’s failure to provide the requested information and/or documents may be grounds for deciding on the claim in favour of the User.

6.5. If:

the Seller cancels an Order on grounds not related to the actions of the User/Recipient, as well as if the Order was not accepted/was rejected by the Seller within the period specified in clause 5.3. of the Offer, the Seller, at the request of Flowwow, undertakes to pay Flowwow a fine in the following amount:
- The order is in ‘New’ status — the amount of the fine shall be 100% of the cost of the Flowwow Services specified in clause 4.1.1. of the Offer for each cancellation. The Service shall have the right to void such Order without prior agreement with the Seller;
- The order is in ‘Accepted’ status (‘Photo before delivery’ or ‘Courier left’ or ‘Ready’ in case of Self-pickup) — the amount of the fine shall be 150% of the cost of the Flowwow Services specified in clause 4.1.1. of the Offer for each cancellation.
- in the event of a failure by the Seller to accept an Order within the period specified in clause 5.3. of the Public Offer / in the event of an Order cancellation by the Seller (automatic cancellation), the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of 150% of the Flowwow service fee specified in clause 4.1.1. of the Public Offer for each case of automatic Order cancellation. In addition, in relation to such an Order, the Service software shall assign a rating of 1 in the ‘Ratings and reviews’ section and post an info message saying that an automatic cancellation occurred

If the Seller has cancelled only one (1) Order in the current reporting period, Flowwow shall have the right not to apply penalties to the Seller.

In the event of:

violation by the Seller of the delivery time of the Item;
a failure by the Seller to meet the handover period for the Goods in case of Self-pickup;
substitution of the Item/the composition of the Item (unless the User initiated the substitution);
delivery of defective Items/Items in a lesser quantity than was provided for in the Order, the Seller, at the request of Flowwow, undertakes to pay Flowwow a fine in an amount not exceeding the cost of the Order. Flowwow shall determine the amount of the fine independently.

If the Seller uses search engine queries containing the Flowwow brand name in paid search to promote its shop, the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of five hundred thousand (500,000) HUF for each confirmed case, as well as compensate Flowwow for the damages caused.

If the Seller uses Users’ personal data for the purpose of distributing marketing materials, the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of one hundred thousand (100,000) HUF for each confirmed case, as well as compensate Flowwow for the damages caused.

If the seller discloses to third parties Order details, Order-related data provided by the User (in addition to personal data), including the User’s preferences/comments related to their Order, greeting card texts, the contents of chat conversations with the User, the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of 500,000 (five hundred thousand) HUF for each confirmed case, as well as compensate Flowwow for the damages caused. In the event of disclosure of the User's personal data, the penalty mentioned above in this clause 6.5 shall apply;

In the event of infringement of the rules of Self-pickup, including cases where the User/Recipient was prompted to cancel their Order and purchase the Goods directly from the Seller, bypassing the Service, the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of the Order value for each confirmed case, as well as compensate Flowwow for the damages caused.

If the Seller breaches of other terms and conditions of the Public Offer not explicitly specified in Section 6, the Seller shall, at the request of Flowwow, pay a penalty to Flowwow in the amount of 500,000 (five hundred thousand) HUF for each confirmed case, as well as compensate Flowwow for the damages caused.

Flowwow has the right to withhold the amount of fines provided for in this clause of the Offer from funds due to the Seller in accordance with clause 4.7. of the Offer.

6.6. The Seller is responsible for the information provided to Flowwow on the VAT rate for Items and/or Delivery and for the veracity of the specified information. The Seller is also fully responsible for promptly updating data on the Service if the Seller was exempted from paying VAT but subsequently switched to paying VAT. If the Seller’s failure to provide information or provision of false information about the VAT rate was the basis for disputes or any claims against Flowwow, including legal liability on Flowwow’s part, the Seller undertakes to resolve the disputes and settle such claims on its own and at its own expense or reimburse Flowwow for losses incurred (including legal costs and the amount of fines imposed). Flowwow has the right to reimburse the losses incurred by withholding them from funds due to the Seller in accordance with clause 4.7. of the Offer. Flowwow is not responsible for incorrect and/or untimely provision of VAT rate information by the Seller.

6.7. If, due to a technical failure in the operation of the Service resulting in incorrect display of an Order, a User, in accordance with Section IV of the Flowwow Terms of Use, has filed a claim and/or cancelled the Order and/or refused the Item, the Seller shall have the right to demand reimbursement of the costs incurred from Flowwow. The amount of reimbursement shall be determined by Flowwow independently and may not in any case exceed the cost of the Order placed and paid for by the User.

7. Warranties

7.1. During the Agreement term, Flowwow will make every effort to correct any failures or errors should they occur. At the same time, Flowwow does not guarantee that there will be no errors or failures in the placement of Materials and the provision of the services provided for in clause 2.2 of the Offer, including concerning the operation of the software.

7.2. Except for the guarantees expressly stated in the Offer text, Flowwow does not provide any other express or implied guarantees under the Agreement and expressly disclaims any guarantees or conditions concerning non-violation of rights and the compliance of the Services with the specific purposes of the Seller.

7.3. The Seller warrants and confirms the following:

it is a duly registered and legally operating legal entity/sole trader;
the Seller has indicated reliable data, including the personal data of its representatives, during signup and the Seller has obtained the consent of its representatives to provide their personal data to Flowwow;
the Seller: a) has fully read the terms of the Offer; b) fully understands the subject of the Offer; c) fully understands the meaning and consequences of its actions concerning the conclusion and execution of the Agreement;
the posted Materials do not violate and do not entail the violation of any rights of third parties or the current legislation of the Seller’s country;
the Items about which information is contained in the Materials provided by the Seller were legally placed on the market in the territory of the Seller’s country;
the Seller is a bona fide taxpayer, is registered for tax purposes and complies with the requirements of the tax legislation of its country of tax residence, and is also an independent payer of taxes and fees in accordance with the legislation of its country of tax residence;
the Seller complies with the legislation of its country governing the procedure for hiring foreign labour;
the Seller has all the required powers, approvals, and permits from the competent management bodies of the Seller to conclude the Agreement, and signing and executing the Agreement does not constitute a violation of the Seller’s Articles of Association (if applicable).

8. Dispute Resolution

8.1. The current legislation of Hungary governs the Agreement, its conclusion, and its execution. All issues not settled by the Offer or not fully settled shall be settled in accordance with the substantive law of Hungary.

8.2. The parties will strive to resolve disputes, disagreements, and/or claims that have arisen by means of negotiations. The Parties must have a claim procedure for resolving disputes, disagreements, and/or claims. The term for consideration of a claim is ten (10) days from the date of its receipt. Compliance with the requirements for sending legally important messages outlined in Section 9 of the Offer when submitting a claim is necessary for observing the claim procedure for resolving disputes. A claim is deemed to have been delivered in the event of unfair obstruction or evasion of receipt of a mailing or letter or blocking of receipt of electronic messages from the sending Party.

8.3. Disputes, disagreements, and/or claims that are not settled in the complaint procedure are subject to consideration in court at the location of Flowwow in accordance with the current legislation of Hungary.

9. Information Exchange and Legally Significant Messages

9.1. Unless otherwise stated in other provisions of the Offer, all statements, notifications, notices, demands, or other legally significant messages required or sent in connection with the Agreement may be sent by registered mail, courier service, electronic messages addressed to the Party at its contact details or email address, or chat. Any legally significant messages are considered transmitted:

on the day of Delivery — if sent by mail or courier service;
on the day of sending — if sent by email or Chat.

9.2. Legally significant messages sent by email or in Chat have full legal force and may be used as evidence in court if the following conditions are met:

they must contain, as an attachment, a copy of a duly executed document executed on paper and reflecting the relevant legally significant message signed by an authorised person, and
if sent by email, they must be sent to the email address of the Receiving Party specified in cl. 9.3;
a printout of a report on the sending of an email message and/or a screenshot of the Chat screen shall be deemed by the Parties to be admissible written evidence that a legally important message was sent and received by the Party.

9.3. Email addresses of the Parties:

for Flowwow: hu@flowwow.es ;
for the Seller: the email address specified when registering on the Service.

10. Mobile Application and Website

10.1. The Seller is responsible for its own actions in connection with the use of Mobile Applications and/or the Website.

10.2. Flowwow, at its sole discretion, has the right at any time to change the design of the Mobile Applications and/or the Website and its content and functionality, change or supplement the scripts or software used, etc.

10.3. Flowwow ensures the functioning and operability of the Mobile Applications and the Website and undertakes to promptly restore their operability in the event of technical failures and interruptions. Flowwow is not responsible for temporary disruptions and interruptions in the operation of the Mobile Applications and/or the Website or loss of information caused thereby. Flowwow is not responsible for any damage to the Seller’s computer/mobile devices or any other equipment or software caused by or associated with the use of the Mobile Applications and/or the Website.

10.4. Flowwow shall not be liable to the Seller for the inability to use the Mobile Applications and/or the Website for any reasons beyond Flowwow’s control.

10.5. The Seller has the right to demand compensation for losses only if it is proven that Flowwow committed a direct wrongful act (omission) with direct intent to cause damage to the Seller.

10.6. Except for the cases specified in the Offer, Flowwow shall under no circumstances be liable to the Seller or any third parties for any indirect, accidental, or unintentional damage, including lost profits or data or damage to honour, dignity, or business reputation associated with the use of the Mobile Applications and/or the Website.

11. Conclusion and Termination of the Contract

11.1 The Agreement shall enter into force from the moment the Seller accepts the Offer and shall be valid until the Agreement is terminated.

11.2. The Agreement may be terminated at any time by the Parties’ agreement.

11.3. The Agreement may be terminated by Flowwow immediately with written notification to the Seller if the Seller violates the terms of the Agreement in the following cases:

repeated violation of the Delivery time;
a repeated failure to meet the handover period for the Goods in case of Self-pickup;
repeated violation of the requirements for the quality of Items;
repeated substitution of Items;
use of someone else’s Materials;
sending of spam to Users;
rude communication with Users and/or Flowwow;
ignoring Orders;
repeated cancellation of Orders without justified reasons;
setting prices for the Goods with the Service in excess of the prices listed by the Seller on their own online resources (website, social media) as well as on other online resources (goods/services data aggregators, advertising platforms, etc.);
submission of inferior Materials and refusal to correct Flowwow’s comments;
provision of false information about the Seller and/or the Items for sale;
entrusting the execution of the Order to third parties, except for the cases provided for in the Offer;
provision of incorrect details;
repeated violation of Flowwow’s requirements for the delivery of Items;
debts owed to Flowwow;
the Seller is in the process of liquidation or bankruptcy;
other violations of the terms of the Offer.

11.4. The Seller or Flowwow may terminate the Agreement with no reason given (with no obligation to explain) unilaterally and out of court by sending a written notice to the other party no later than seven (7) days before the date of termination of the Agreement. In this case, neither party has the right to claim any compensation from the other party.

11.5. The obligations of the Parties under the Agreement which by their nature must remain in force (including but not limited to obligations regarding confidentiality, settlements, and use of information) shall remain in effect after the expiration of the Agreement.

11.6. Termination of the Agreement for any reason shall not release the Parties from liability for violations of the terms of the Agreement arising during its validity period.

11.7. Due to the technical features of the Service’s operation, data about the Seller and the orders executed thereby are not deleted from the Service after the termination of the Agreement. Only the personal data of the Seller’s employees and other persons whose personal data was provided by the Seller are subject to deletion.

12. Flowwow’s Details

FLOWWOW KFT, Reg. No. 01-09-398308, VAT No. HU27796171
Address: 1061 Budapest, Paulay Ede utca 16.

Publication date: 09.04.2024.

Previous version of the document: https://flowwow.co.uk/en/docs/agency-agreement-till-08-04-2024/