Tech1 Solutions Ltd – Terms
and Conditions

These terms of service (“Agreement”) set out and form a legal agreement between Tech1 Solutions Ltd trading as FLOW POS (company number 14854756) of Unit 2 Dudley Hill Business Park, Rook Lane, Bradford, West Yorkshire, United Kingdom, BD4 9NU which also trades under the name “FlowPOS” and you or the entity you represent.

This Agreement sets out the terms under which you can:

use The FlowPOS App, the data supplied with the software (“App”) and any updates or supplements to it; and

access the services you connect to via the App and the content FlowPOS provide to you through it (“Services”).

The Services enable you to receive and make payments from and to your customers. FlowPOS is not a party to any agreement concluded between you and your customers. You acknowledge that you are solely responsible for ensuring that any terms you wish to incorporate in those agreements are communicated to the customer.

By downloading the App, creating an Account (defined below) and using the Services, you agree to be bound by the terms of this Agreement. Please ensure that you have read and understood this Agreement, including any additional terms and policies referred to herein, before creating an Account.

The App and Services are for business use only and not for use by consumers. All references to “you” or “your” in this Agreement shall be deemed to include the entity, business or other organisation on whose behalf you are using the App or receiving and making payments and you confirm that you have the necessary authority and capacity to bind that organisation to this Agreement.

Copies of this Agreement can be found on the App and also via FlowPOS’s website at www.flowpos.co.uk/termsofservice.

The ways in which you can use the App and Services may also be controlled by the Apple App Store and Google Play Store’s rules and policies.

This App requires a device using the Apple iOS or Android operating systems. If you wish to receive payments via your device, your device must have NFC capability. If your device does not have NFC capability, you will need to use a physical terminal, which can be obtained under clause 5 and must be connected to your device via Bluetooth.

Due to hardware and/or software limitations, certain advertised features may not be available to you on the App. FlowPOS do not accept any liability for failing to provide features that are the result of any such limitation.

In order to access the Services available via the App, you are required to register an account (“Account”). As part of the onboarding process, FlowPOS will need to collect certain information from you and your business to carry out anti-money laundering and identity verification checks, which are carried out in conjunction with its partner, Stripe Payments Europe, Limited and/or Stripe Payments UK, Ltd (together, “Stripe”).

By creating an Account and providing the necessary information to FlowPOS, you are confirming your agreement for the required checks to be carried out. FlowPOS have the right to refuse to register an Account without providing any reason to you.

As the payment services will be provided through Stripe’s Connect service via the App, you will have a contract with Stripe and are required to comply with:

Stripe’s Connected Account Agreement, (which can be found by clicking here – Stripe Connected Account Agreement);

Stripe’s Services Agreement (which can be found by clicking here – Stripe Services Agreement); and

Stripe Services Terms for Stripe Radar (which can be found by clicking here – Stripe Radar Terms)

There are a number of restricted activities that must not be carried out through use of the App and Services, which is a requirement of Stripe (“Restricted Businesses”). By using the App and Services, you agree not to engage in any Restricted Businesses via the App and Services.

Any failure to comply with FlowPOS’s and/or Stripe’s terms (as updated from time to time) could result in your Account being suspended or terminated with immediate effect, and your access to the Services removed. Further details are set out at clause 19 of this Agreement.

By creating an account and using the App, you acknowledge that both FlowPOS and/or Stripe have the right to decline any transaction that you seek to effect through the Services in their absolute discretion.

In order for you to take payment from your users, FlowPOS may, at its absolute discretion, make available electronic point of sale hardware to use with the App, including card readers (“EPOS”).

EPOS will be available to you once you have successfully registered your Account in compliance with clause 4 .

In the event that FlowPOS do provide EPOS to you free of charge, you acknowledge that you have no rights of ownership over this hardware, and that if required by FlowPOS, this hardware will be returnable to FlowPOS at the conclusion of this Agreement, and that you are fully liable for any damage and/or the failure to return any hardware provided to you free of charge.

In the event that FlowPOS decide to offer any EPOS by the way of a lease agreement, you acknowledge that you do not own any such hardware and that you will be fully liable for any damage and/or the failure to return any hardware provided to you.

You accept that FlowPOS is entitled to charge you £250 for all EPOS hardware that is not returned to FlowPOS at the conclusion of this Agreement, whether or not the EPOS hardware was leased or provided free of charge.

As EPOS is provided by Stripe, by ordering and using any EPOS, you are entering into a direct contractual relationship with Stripe, and you agree to comply with Stripe’s Terminal Services Terms and Stripe’s Terminal Platform Terms (which can be found by clicking here – Stripe Terminal Terms)

New or replacement EPOS can be ordered either from the App or via FlowPOS’s website. The price of any EPOS product will be set out at the time of your order, and may vary from time to time.

You must be 18 or over to accept these terms and use the App and Services.

Details of FlowPOS’s fees and any additional charges (“Fees”) for providing any Services to you can be found in the App and in the Schedule of Fees which is available at www.flowpos.co.uk/pricing.

The Fees will include FlowPOS’s charges for any transactions, as well as other charges related to your Account as set out in the Schedule of Fees.

FlowPOS will review the Fees on an ongoing basis, and in the event that it decides to amend any Fees, FlowPOS will provide you with at least 14 days’ notice before any changes to the Fees become effective for you.

You are required to pay all taxes, fees and other charges imposed on you by any governmental body, including any VAT and/or sales tax on the Services provided under this Agreement.

You are responsible for any fines, penalties or similar charges imposed on you by Stripe for you using the Services in a manner that is not permitted.

Payout days for next day payments are Monday to Friday. No payouts will be made on any weekends or bank holidays.

FlowPOS may need to change these terms of service to reflect changes in law or best practice or to deal with additional features which it introduces. Stripe may also update its terms from time to time.

Any changes made to these terms of service will apply 7 days after they are modified and posted to our website at www.flowpos.co.uk/termsofservice. By continuing to use the App and Services, you are agreeing to comply with the current version of the terms of service. You acknowledge that it is your responsibility to ensure you are aware of FlowPOS’s and Stripe’s terms of service at any given time.

From time to time, FlowPOS may automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, FlowPOS may ask you to update the App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services.

We have no control over the acts or omissions of any third parties, including Stripe, and no promises are made in relation to their services, including availability or quality.

Whilst FlowPOS will try to ensure the App and Services are operational at all times, it offers no assurances to this effect.

FlowPOS will not be liable in any capacity for any issues you have in accessing and/or using the App and Services.

The App or any Services may contain links to other independent websites which are not provided by FlowPOS. Such independent sites are not under FlowPOS’s control, and FlowPOS are not responsible for and have not checked and approved the content or privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or Services offered by them.

You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from FlowPOS;

not copy the App or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;

not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms;

not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:

is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

is not used to create any software that is substantially similar in its expression to the App;

is kept secure; and

is used only for the Permitted Objective;

without prejudice to clause 4.4, comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Services.

You must not:

use the App or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Services or any operating system;

infringe FlowPOS’s intellectual property rights or those of any third party (including Stripe) in relation to your use of the App or any Services, including by the submission of any material (to the extent that such use is not licensed by these terms);

transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Services;

use the App or any Services in a way that could damage, disable, overburden, impair or compromise FlowPOS’s systems or security or interfere with other users; and

collect or harvest any information or data from any Services or FlowPOS’s systems or attempt to decipher any transmissions to or from the servers running any Services.

All intellectual property rights (including trademark and copyright) in the App, and the Services throughout the world belong to FlowPOS (or its licensors) and the rights in the App and the Services are licensed (not sold) to you.

You have no intellectual property rights in, or to, the App or the Services other than the right to use them in accordance with these terms.

Subject to your ongoing compliance, FlowPOS grants you a personal, non-transferable, non-exclusive, revocable, and limited licence to:

use and access the App and Services as permitted by this Agreement; and

download, install and use the App to allow you to use the Services.

Other than as set out in this clause 15, you are granted no other rights in FlowPOS’s intellectual property.

In addition, you grant FlowPOS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy, store, transmit, and modify any data provided to FlowPOS through your use of the App and Services for the purpose of providing the App and Services to you for the length of this Agreement.

You agree that any feedback, comments, opinions or other communications provided to FlowPOS (“Feedback”) can be used by FlowPOS across its own or other third-party channels (including social media).

If any intellectual property rights exist in the Feedback, you grant FlowPOS a fully paid-up, non-exclusive, royalty-free, nontransferable licence to use, copy, store, transmit, modify or sublicense the Feedback to any third parties for any purpose related to FlowPOS’s business or that of any of its licensors.

Nothing in this Clause 17 shall limit your payment obligations under this Agreement.

Nothing in this Agreement limits any liability which cannot legally be limited, including (but not limited to) liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clauses 17.1 and 17.2, to the extent permitted by the applicable law, FlowPOS excludes all liability for any loss or damage you or any third party may incur in relation to the App and/or Services, including (but not limited to):

loss of profits;

loss of sales or business;

loss of agreements or contracts;

loss of anticipated savings;

loss of use or corruption of software, data or information;

loss of or damage to goodwill; and

indirect or consequential loss.

FlowPOS are also not liable for any loss or damage suffered as a result of any content available on the App, and for any technical problems that the App or Services may suffer from.

Subject to clauses 17.1 and 17.2, FlowPOS total liability to you under this Agreement shall not exceed £100.

Unless you notify FlowPOS that you intend to make a claim in respect of an event within the notice period, FlowPOS shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event and shall expire 30 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

If FlowPOS’s provision or support of the App or the Services is delayed by an event outside its control then FlowPOS will contact you as soon as possible to let you know and will take steps to minimise the effect of the delay. Provided FlowPOS do this, it will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact FlowPOS to end this Agreement and receive a refund for any Services you have paid for but not received.

FlowPOS may suspend or terminate your rights to use the App and Services at any time by contacting you if you have broken the terms of this Agreement. This includes a breach of any of Stripe’s terms outlined at clause 4 of this Agreement.

If FlowPOS do suspend or terminate your rights to use the App and Services:

you must stop all activities authorised by these terms, including your use of the App and any Services;

you must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to FlowPOS that you have done this; and

FlowPOS may remotely access your devices and remove the App from them and cease providing you with access to the Services.

In the event of termination, you shall immediately make payment to FlowPOS for:

in relation to Services already provided, all Fees that are payable: and

in relation to Services yet to be provided but are within the contractual period, all Fees that will have become payable had no termination occurred.

If you want to learn more about the App or the Services or have any problems using them, you can contact FlowPOS via phone between 09:00-17:00 Monday to Friday on +44 (0)113 547 4030 and via email at [email protected].

If you entered into this Agreement via a FlowPOS representative, you may also contact said representative for support.

If FlowPOS have to contact you it will do so via the App, by email, or by pre-paid post, using the contact details you have provided.

Under data protection legislation, FlowPOS are required to provide you with certain information including who it is, how it processes your personal data and for what purposes and your rights in relation to your personal data and how to exercise them.

FlowPOS may transfer its rights and obligations under this Agreement to another organisation. FlowPOS will inform you in writing if this happens and will ensure that the transfer will not affect your rights under the contract.

You may not assign or otherwise transfer your rights or your obligations under this Agreement to another party.

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

The Agreement, and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.