Purchase and Delivery Terms

Introduction

Flowshop Systems AB is a Swedish company with corporate registration number 559472-1937. The terms of this agreement govern the contractual relationship between Flowshop Systems AB (hereinafter referred to as Flowshop) and the ordering party (hereinafter referred to as the Customer) regarding the rental of an e-commerce solution based on Flowshop's e-commerce platform.

Flowshop is a web service and e-commerce solution that enables users to start and operate an online store.

With Flowshop, you rent a complete online store solution and make recurring periodic payments (subscription fees) to keep your online store active and operational.

1. General provisions concerning the Agreement

1.1 These general terms and conditions (the “Terms”) apply to Flowshop's e-commerce solutions and associated services (the “Services”). The Terms also apply to any additional services unless Flowshop has provided separate terms for such services. The Terms constitute the agreement entered into between the Customer and Flowshop.

‍1.2 Flowshop does not offer the Services or any additional services to customers who are consumers.

1.3 By placing a written or electronic order, the Customer acquires the right to use Flowshop's Services. A written order means a signed quotation or agreement. An electronic order means an order placed through Flowshop's websites or by email, where the Customer has actively indicated or confirmed acceptance of all terms or email correspondence.

1.4 The Customer hereby accepts electronic communication as a means of entering into and terminating legally binding agreements, placing orders, or creating other registrations.

The Customer also accepts the electronic delivery of notices, rules, and transaction records for future invoicing.

1.5 The Customer thereby waives all rights under any laws requiring a non-electronic original signature and also accepts that agreements made through email correspondence are valid.

2. The Customer's obligations, etc.

Upon full payment in accordance with the terms below, the Customer is entitled to receive and use from Flowshop the Service covered by the subscription. By ordering the Service, the Customer accepts the Terms specified herein as well as the terms in the appendix concerning data processing and undertakes to comply with the general terms and conditions governing Flowshop's Services.

In addition to the other provisions of the Terms, the Customer undertakes to:

2.1 Upload to and update the Service with all information necessary to conduct e-commerce through the Service, such as product descriptions, images, and prices. Flowshop is solely the provider of the Service and is not responsible for any information used in the Service

2.2 Administer the Service independently with the aid of the instructions provided by Flowshop from time to time

2.3 Comply with applicable Swedish and foreign laws and refrain from using the Service to conduct any illegal or unethical activities or to send or otherwise distribute viruses, spam, or similar malicious software

2.4 Be solely responsible for securing access to its account. Flowshop is not liable for any damage caused by authorized or unauthorized persons.

3. Flowshop's obligations, etc.

3.1 Flowshop provides the Service over the Internet and may, subject to payment of the applicable fees, handle installation of the Service on Flowshop's web hosting service.

3.2 Flowshop monitors the operation and security of the Service to ensure that satisfactory performance is maintained.

3.3 Flowshop may from time to time provide standard terms or other sample legal texts that the Customer may choose to use in its e-commerce operations. Flowshop is not responsible for updating such sample texts to comply with new applicable legislation, case law, guidelines, or similar requirements and is not liable for any damage, loss, or similar consequences that may arise if the Customer uses the texts

4. Limitations of Flowshop's obligations

4.1 Troubleshooting relating to the Customer's own communications equipment.

4.2 Service interruptions occurring during scheduled maintenance periods. To the extent possible, scheduled maintenance shall be performed on Saturdays or Sundays between 00:00 and 10:00. In the event of extensive measures, Flowshop shall notify the Customer before taking action

4.3 In the event of an erroneous fault report, act, or omission attributable to the Customer, the Customer may incur costs for any expenses incurred by Flowshop due to measures already initiated.

4.4 Flowshop provides no compensation for system errors, whether minor or major, or for downtime, unavailable Services, loss of data, damage to third-party property, or similar events.

4.5 The Customer uses the automatic exchange-rate update function at its own risk and under its own responsibility, as the exchange rates are supplied by a third party and Flowshop has no control over them or their accuracy in all respects. Nor shall Flowshop in any way be held liable for direct or indirect losses or consequential damages, including, but not limited to, loss of production and income, loss of data, damage to another party's property, third-party claims, etc.

5. Force majeure

Flowshop shall furthermore be exempt from liability for damages and other penalties if the performance of a particular obligation is prevented or materially impeded by circumstances beyond its control. Such exonerating circumstances shall include, but not be limited to, labor disputes, lightning strikes, fires, pandemics, government regulations or other public regulations, failures in external Internet connections, or general shortages of transportation, goods, or energy. If performance of the Agreement is materially prevented for a period exceeding three months due to any circumstance specified above, the Customer is entitled to terminate the Agreement with immediate effect in respect of the affected Service

6. Prices and payment

6.1 General provisions
Flowshop's pricing consists of a fixed monthly fee and, for certain subscriptions, a transaction fee based on sales volume. All subscriptions include full functionality but may differ in price depending on the support level and transaction fee. All prices are stated exclusive of VAT.

6.2 The Customer shall pay Flowshop for the Service covered by the Agreement and is only entitled to use the Service covered by the Agreement. A customary credit check may be performed. Payment terms are 20 days for customers who have been approved for credit.

6.3 Monthly fees and payment
The monthly fee is invoiced in advance and is binding for the current invoicing period.
In the event of non-payment, Flowshop is entitled to charge statutory default interest and reminder fees and to restrict or terminate the Service.

6.4 Transaction fees and payment
The transaction fee is calculated as a percentage of sales excluding VAT and is invoiced in arrears. Payment is made monthly. The Customer pays the transaction fee applicable to the selected subscription. In the event of non-payment, Flowshop is entitled to charge statutory default interest and reminder fees and to restrict or terminate the Service.

6.5 Changing subscriptions
It is the Customer's responsibility to select and change pricing plans based on the company's needs. Flowshop provides the option to change pricing plans in order to optimize costs and functionality.

• A change of pricing plan takes effect at the beginning of the next month.
• If the Customer wishes to change pricing plans, notice must be given no later than ten (10) business days before the end of the month for the change to take effect on the first day of the following month.
• The transaction fee for the current month is based on the pricing plan that was active at the beginning of the month.
• It is the Customer's responsibility to select and change pricing plans based on the company's needs.

6.6 Fixed term
The Customer may choose to enter into the Agreement for a fixed term of 12 months and receive a lower fixed monthly subscription cost. For fixed-term Agreements, the following provisions apply to changes of pricing plan and termination:

Upgrade to a higher pricing plan

• The Customer may upgrade to a higher pricing plan at any time during the fixed term (e.g. from Startup to Flow).
• The new pricing plan applies from the beginning of the following month.
• The new price level is based on the fixed-term price for the selected pricing plan.
• The fixed term is not extended; the original fixed-term period remains unchanged.

Downgrade to a lower pricing plan

• The Customer may not downgrade to a lower pricing plan during an ongoing fixed term.
• A downgrade may only take place upon expiry of the original fixed-term period or when transitioning to a new fixed-term period.

Switching to a monthly Agreement

• The Customer may switch from a 12-month Agreement to a monthly Agreement upon expiry of the fixed-term period.
• Switching from a fixed-term Agreement to a monthly Agreement during an ongoing fixed term is not permitted.

Termination of the Agreement during the fixed term

• If the Customer chooses to terminate the Agreement during the fixed term, the remaining monthly fees up to the Agreement's end date will be charged in a final invoice.
  

6.7 Termination and refunds
Flowshop does not provide refunds upon termination, upgrade, or downgrade of the Service.
One month corresponds to 30 days and one year to 365 days.

6.8 Price adjustments
Flowshop is entitled to adjust prices annually and in the event of changes to regulations, taxes, fees, or similar circumstances beyond Flowshop's control.
Any price adjustment will take effect 30 days after Flowshop has notified the Customer.

In addition to the price adjustments described above, Flowshop is also entitled to adjust all prices annually. If Flowshop has not made any price adjustments during a calendar year, Flowshop may adjust the prices in the following year as if the price adjustments had been made in the preceding year.

7. Consulting hours

Any agreed expansion of the online store's functionality will be charged separately. Such work will be invoiced on an ongoing basis as it is completed, usually at the end of each month

8. Agreement term

8.1 All subscriptions are fixed-term Agreements and run for either 1 or 12 months, depending on the Customer's preferences and order.

8.2 As payment is made in advance, the subscriptions are not subject to any notice period or minimum commitment period.

8.3 All subscriptions are automatically renewed when the Agreement period ends unless the Customer has chosen to terminate the subscription by notifying Flowshop of its request to terminate the Service.

9. Early termination

9.1 Flowshop is entitled to terminate this Agreement with immediate effect if the Customer commits a breach of contract through neglect or negligence.

9.2 The Customer undertakes not to gain unauthorized access to computer resources owned by Flowshop or by suppliers or customers engaged by Flowshop.

9.3 The Customer warrants that it will not use Flowshop's Services for obscene, criminal, immoral, or defamatory activities or otherwise act in a manner that may be considered contrary to generally accepted standards of ethics and morality.

9.4 Should the Customer breach the rules set out herein, Flowshop is entitled to terminate this Agreement with immediate effect and close the Customer's account. Flowshop reserves the right, at its sole discretion, to assess and make decisions under the above rules.

10. Amendments to the Terms

10.1 These Terms apply until further notice.

10.2 Flowshop is entitled to amend the Terms and the applicable price list at any time by notifying the Customer of such amendment in writing with 30 days' notice.

10.3 Any amendments or additions to these Terms in the Agreement are valid only if made in writing with an express reference to the clause or clauses to be amended.

10.4 In the event of any conflict between the Agreement and the Terms, the Terms shall take precedence unless otherwise agreed in writing between Flowshop and the Customer.

11. Assignment

The Agreement may not be assigned without Flowshop's written consent.

12. External systems/third-party services

This Agreement does not cover the functionality or downtime of external systems or third-party services connected to the Service, such as payment systems or enterprise resource planning systems. The use of third-party services is agreed upon and governed directly between the Customer and the relevant third party. Flowshop assumes no responsibility for third-party services.

13. Changes and updates to the Service

13.1 Flowshop may continuously update, modify, and improve the Service.

13.2 Flowshop may also modify the process, composition, and design of the Service.

13.3 Changes will be communicated to the Customer but may be implemented without prior notice and may affect previous results, information, or processes in the Service

14. Intellectual property rights

All intellectual property rights and technical solutions relating to the online store are wholly owned by Flowshop. A Customer renting the online store is only entitled to use the Service covered by the subscription during the term of the Agreement. Flowshop therefore retains full ownership of the online store system and its modules, including additions and any custom solutions in the form of specific functionality developed for the Customer.

15. Disputes

Any dispute concerning the interpretation or application of this Agreement and any associated rights that cannot be resolved through direct negotiations between the parties shall be settled by a Swedish court.

16. Personal data, etc.

16.1 As Flowshop will process personal data on behalf of the data controller, the parties will also enter into a data processing agreement in connection with the order for Flowshop's e-commerce platform.

16.2 Flowshop has also established a privacy policy to explain how we ensure that your personal data is processed in accordance with applicable data protection legislation, so that you can feel secure when providing us with your company and personal data.

16.3 For the avoidance of doubt: Flowshop is entitled to collect and use information stored in the Service concerning, for example, order volume, revenue, and the average order value of the Customer's e-commerce site, in aggregated or anonymized form (which does not contain personal data), for statistical and business development purposes.

17. Confidentiality

17.1 Each party undertakes not to disclose to any third party, without the other party's written consent, information (whether oral or written, electronic, or in any other form) concerning the content of the Agreement or the other party's operations that may be regarded as a trade or professional secret, nor to use such information for any purpose other than the performance of its obligations under the Agreement. Information that a party has designated as confidential shall always be regarded as a trade or professional secret.

17.2 The confidentiality obligation does not apply to information that a party can demonstrate became known to it by means other than through the Agreement or that is publicly known. Nor does the confidentiality obligation apply where a party is required to disclose information under applicable law, other regulations, or a decision by a public authority