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:
1.1. 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.com/en-en/docs/agency-agreement.
The ‘Flowwow Service’ (the ‘Service’) means all pages of the website hosted on the Internet at https://flowwow.com, as well as the Flowwow Mobile Apps for Users and Sellers.
Website means all pages of the website located at https://flowwow.com.
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.com/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:
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Item means an object of purchase and sale (a thing), not withdrawn from the market and not subject to commercial restrictions, which is the subject of a purchase/sale/supply agreement concluded using the Service.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.
Superstore — shall mean a Seller who:
The time zone to be used for the above calculations shall be GMT+3.
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.com/admin/shop/view ‘Your page on Flowwow’. An order will not be considered a Seller’s Own Order if:
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:
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:
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.com/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:
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.
2.1. 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.
3.1. 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:
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:
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:
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:
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:
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.
4.1. 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.com/s/tarif-eu-en.
4.5. Flowwow:
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:
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:
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:
5.1. Flowwow undertakes:
5.2. Flowwow is entitled:
5.3. The Seller undertakes:
5.4. The Seller is entitled:
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:
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.com/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.
6.1. 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:
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:
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.
7.1. 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:
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.
9.1. 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:
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:
9.3. Email addresses of the Parties:
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.
11.1 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:
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.
12.1.1. The Seller shall have the right to submit a complaint regarding reviews and/or ratings given by the User/Recipient if they consider such reviews/ratings to be unfounded within 7 (seven) days from the date of publication of the respective review/rating.
12.1.2. Flowwow shall consider complaints submitted by the Seller, and, if it is established that such complaints are justified:
12.1.3. Complaints submitted by the Seller shall be recognized by Flowwow as justified based on the following grounds:
12.1.4. The provisions of this clause shall not restrict the rights of Flowwow, at its discretion, to exclude/delete/not take into account ratings/reviews of Users/Recipients if Flowwow has reasonable grounds to believe that such ratings/reviews are a result of abusive practices of the Seller, User, Recipient, other third parties, if ratings/reviews contain prohibited information, information that infringes the rights of third parties, or may cause damage to the business reputation of the Service, Flowwow, or other legal entities or natural persons.
FLOWWOW KFT, Reg. No. 01-09-398308, VAT No. HU27796171
Address: 1061 Budapest, Paulay Ede utca 16.
Publication date: 28.05.2024.
Previous version of the document: https://flowwow.com/en/docs/agency-agreement_en-till-27-05-2024/