Payment Options Terms and Conditions
Client (also referred herein as “You”) agrees that to the extent Flow utilizes any of the Payment Options on your Flow-Enabled Client Website, you shall be subject to the following terms, conditions and obligations. All capitalized terms in these Payment Option Terms and Conditions that are not defined herein shall have the same meaning as defined in the Terms and Conditions located here.
1. General.
a. Payment Options. Client agrees and acknowledges that Flow may utilize various Payment Options provided by third-parties for the acceptance of payment from Customers for Flow’s sale of goods to that Customer. Client acknowledges that the Payment Options will be displayed on the Flow-Enabled Client Website, and as such, Flow agrees to confer with Client as to which of Flow’s Payment Options Flow will make available for Customer Orders.
b. Fees. In addition to any fees set forth in the Terms and Conditions, Client acknowledges that Flow may charge Client an amount equal to any and all amounts that are withheld by or fees charged by a Payment Options provider, as well as any taxes and other amounts charged to Flow by the Payment Option provider. Additionally Flow may pass through increases from the schemes and networks that may occur from time to time. Client agrees that Flow may offset such amounts from any amounts due to Client from Flow.
c. Refunds. Client must submit refunds via payment method used to purchase goods initially. If original method is no longer available Client must contact Flow directly to review available options.
d. Customer Terms. If Flow does not host Client’s checkout page, Client must maintain the Flow Customer Terms and Conditions up to date, located here, which includes contractually required notifications relating to the Payment Options providers.
e. Customer Relationships; Data. Client acknowledges that certain Payment Options providers have direct relationships with the customers that utilize its payment methods and those providers have the right, via their own terms and conditions, to communicate with those customers, including as it relates to any order with Flow through the Flow-Enabled Client Website. Nothing in the Client’s terms and conditions for Customers shall restrict a Payment Options provider from communicating directly with the Customers or Customers communicating directly with the Payment Option provider. Additionally, Client acknowledges that Payment Option providers may act as data controllers and/or data processors, and Flow is required to provide all access, instructions, and rights, to such data as required under each contract with the Payment Option provider. Flow shall use reasonable efforts to ensure that the obligations of each Payment Option provider is limited to processing the orders and providing the services by such Payment Option provider. Each Payment Option provider may collect, use, store, transmit, process and/or analyze diagnostic, technical, usage and related information from the use of the Payment Option services. For more information regarding each Payment Option provider’s practices, please see the applicable privacy policy.
f. Prohibited or Restricted Goods. Each Payment Option provider restricts Flow’s use of the Payment Option for certain goods, and Client shall ensure that it does not sell to Flow for resale to Customers any restricted or prohibited goods. Such prohibited goods may include goods that the Payment Option provider may deem such goods to pose a business or reputational risk to such Payment Option provider and some goods may require prior written approval from such Payment Option provider. Client shall request further information from Flow relating to such restrictions.
g. Compliance with Law. Client shall comply with all instructions provided (directly or indirectly via Flow) with any Payment Options providers instructions, including complying with any laws applicable to it, Flow and/or a Payment Option provider.
h. Use of Trademarks. Certain Payment Option providers require the right to use the trademarks of merchants utilizing its services. Although Client understands that it is not the merchant in connection with Customer Orders, Client hereby grants to Flow the right to sublicense Client’s trademarks to each Payment Option provider that, by its contractual terms, may require such license given that the Customer Order is placed through the flow-Enabled Client Website. Such uses may include in sales presentations, on websites or other marketing materials, without prior approval.
i. No Warranties; Modifications. Client acknowledges that the services provided by the Payment Option providers are provided on an “as is” basis without any representations, warranties or obligations, or up-time SLAs, including security obligations from or by the Payment Options provider. Additionally, the Payment Option provider has the right to terminate or suspend Flow’s access to its services at any time without any prior written notice. Additionally, the Payment Option provider has the right to cease providing, to change or to modify its Payment Option services or the terms by which the Payment Option is provided by Flow. Flow shall use reasonable efforts to provide notification to Client of any such changes promptly after Flow is notified of such changes. Flow shall not be liable for any termination, suspension, technical issue, event of force majeure, malware or other harmful software, or any other action or inaction by a Payment Option provider, including by not limited to Flow’s inability to process a Customer Order.
j. Indemnity. Where Flow is required to provide an indemnity to a Payment Options provider, in the event that Client’s actions or inactions results in an indemnity claim against Flow, Client shall fully indemnify, defend and hold harmless Flow for any such claim against Flow and any limitation on Client’s liability that Client may have shall not apply. Further, Client shall indemnify defend and hold harmless Flow for any claim by a Payment Options provider to the extent such claim directly or indirectly arises out of or relates to Client’s actions, omission, negligence or willful misconduct.
k. Information and Assistance. In the event a Payment Option provider, on behalf of itself or its service providers or a scheme (etc.), requests data, information or assistance relating to the provision of its services, whether generally or specific to one or more transactions, including but not limited to timing or proof of delivery, returns, disputes, chargebacks, potential or actual fraud, potential or actual breaches or security incidents, Client shall immediately provide all such data and information in its possession or control and provide information and assistance as required or requested. Flow will use reasonable efforts to limit the requests and to provide Client as much background and information relating to the request as may be permitted.
2. Compliance.
Client agrees and acknowledges that Flow is subject to the rules of the payment card organizations (i.e. Visa, Mastercard, American Express, etc.) “Card Brands” and is also bound by terms and conditions of the Payment Option providers ((including for Stripe, the US versions of which are located here). Client agrees that it will not directly or indirectly cause Flow to be in breach of such terms and conditions or violate any rule of the Card Brands. Client shall indemnify Flow for any breach of an agreement between Flow and a Payment Options provider or violation of the Card Brand rules to the extent such breach or violation was directly or indirectly caused by Client’s actions, omission, negligence or willful misconduct. Client agrees and acknowledges that as between Client and Flow, all Customer funds processed by the Payment Option providers belong to Flow and Client has no interest in or claim to such funds.
3. Klarna Related Terms.
Klarna offers open-end credit and fixed-term installment credit options. If Client authorizes Flow to utilize Payment Options offered by Klarna on the Flow-Enabled Client Website, Client acknowledges and agrees that:
a. Klarna may modify or discontinue one or more of its credit options at any time, with or without notice. Klarna (directly or indirectly via Stripe) also has the right to set the credit limit for each customer at the time of a transaction, and may modify the credit limit at any time.
b. Client acknowledges and agrees that Flow may be required to offer Klarna as the only consumer financing payment offering methods on the Flow-Enabled Client Website in the jurisdictions that Klarna is available.
c. Client acknowledges and agrees that Flow is bound by Klarna’s “Ethical Instructions for Merchants” located at: https://cdn.klarna.com/1.0/shared/content/policy/ethic/en_gb/merchant.pdf. Notwithstanding that Client is not selling the goods directly to the Customer in connection with Customer Order, Client agrees to adhere to the obligations contained in the Ethical Instructions for Merchants” and agrees not to take any action (or fail to act) which would cause Flow to breach such obligations.
d. Client acknowledges that for each sale Flow effectuates with Customers utilizing Klarna creates a claim to receive payment from the Customer for the sale amount (the “Klarna Claim”). Client acknowledges that Flow is the sole and exclusive owner of each such Klarna Claim and Flow has the right to assign each such Klarna Claim to Klarna. Client shall not knowingly enter into any agreement that limits the ability of Flow to assign to Klarna the Klarna Claims. Client further acknowledges that Klarna has the right in certain circumstances to return or reverse either the Klarna Claim or the assignment of the Klarna Claim, thus resulting in Flow being responsible to collect such amounts from the customer. Examples of the circumstances resulting in Klarna reversing or returning the Klarna Claim include the failure to provide Klarna with complete data regarding the Klarna Claim, failure to comply with Klarna’s shipping policy (described below), or in the event of a dispute with the customer. Reversal or returns of the Klarna Claim may result in additional charges from Klarna.
e. All goods sold utilizing Klarna shall ship within 14 days from the date of the order. Client shall immediately notify Flow (i) of any delays of shipping, (ii) if any goods sold become unavailable and the order is cancelled, (iii) of any complaint from a Customer that is not promptly resolved (but in any event within one month of receipt of such complaint), and (iv) of each return or refund request. Additionally, Client shall immediately notify Flow if Client otherwise directly receives payment from the Customer, or if any modifications to the Customer Order are requested directly to Client by the Customer. Client shall promptly assist Flow in providing all information or data requested by Klarna.
f. If Client handles the logistics for any purchases utilizing Klarna, Client will follow Klarna’s shipping policy located here.
g. Klarna may inform Flow, and Flow will thereby inform Client, that an order may be required to be stopped, and Client will stop the processing and/or shipping of such order, so long as the instructions are sent by Klarna within 24 hours of the creation of the Klarna Claim.
4. Afterpay Related Terms.
Afterpay offers “buy now, pay later” credit options. If client authorizes Flow to utilize Payment Options offered by Afterpay on the Flow-Enabled Client Website, Client agrees to the following:
a. Client shall offer the Afterpay services to all orders it effectuates with Customers in accordance with Afterpay’s privacy policy and PCI DSS Policy (which may be updated from time to time).
b. Once Afterpay is enabled for Client’s site(s), Client must offer Afterpay to all Customers located in the applicable territory(ies) (e.g., Australia) at all times thereafter.
c. Client shall not charge a Customer additional amounts or fees, or a higher purchase price of any goods purchased utilizing Afterpay.
d. Client shall not make false, inaccurate, or misleading statements to Consumers regarding Afterpay.
e. Client shall not allow Afterpay to be used to purchase gift cards.
f. Afterpay may require Client to market Afterpay on its website as a requirement to offer Afterpay Payment Option on the Flow-Enabled Client Website and Client shall comply with any such requirements. Additionally, Client shall work with Flow to have any marketing or use of any Afterpay intellectual property (“Afterpay IP”) approved in advance by Afterpay in each instance. Client shall use all Afterpay IP in full compliance with applicable law (including all laws applicable to sales of goods in Australia, the United States and any other territory for which Afterpay is enabled) and any instructions provided by (directly or indirectly) Afterpay, including promptly complying with any requests for modification or take-downs. Client acknowledges that any goodwill associated with its use of the Afterpay IP shall inure to the benefit of Afterpay and Client shall not file any applications for the protection of intellectual property that includes any Afterpay IP. Client shall immediately remove any Afterpay IP in the event that Afterpay ceases to be a Payment Option on the Flow-Enabled Client Website. Client agrees to fully indemnify Flow for any breach of the foregoing.
g. Client acknowledges that purchases using the Afterpay Payment Option may be deemed a transaction occurring in the applicable territory (e.g., Australia if enabled for Australia) and as such, Client agrees to comply with all Relevant Laws. For purposes of this clause, “Relevant Laws” means any law, regulation, code, ordinance, rule or other legislative instrument, or any guideline issued by any regulator or statutory authority or any relevant industry codes including, without limitation, the Competition and Consumer Act 2010 (Cth), the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), and the Privacy Act 1988 (Cth). Client acknowledges and agrees that purchases using Afterpay, and any violation of the Afterpay terms and conditions are governed under the applicable law of the territory for which Afterpay is enabled, and are required to be adjudicated in such territory’s courts.
h. Notwithstanding anything contained in Section 1.e. above, Client agrees that it shall notify Flow of its intention to advertise or sell Restricted Goods in the applicable territory for which Afterpay is enabled. For purposes of this clause, “Restricted Goods” means:
i. goods or services that infringe third party Intellectual Property, including (without limitation) counterfeit goods and pirated content;
ii. dangerous goods, being goods that cause damage, harm or injury, including (without limitation), recreational drugs (chemical or herbal), psychoactive substances, equipment to facilitate drug use, weapons, ammunition, explosive materials and fireworks, instructions for making explosives or other harmful products, tobacco products;
iii. adult merchandise, including (without limitation) sex toys, adult magazines and books, sexual enhancement products and pornographic materials and items;
iv. alcoholic beverages;
v. gambling-related content;
vi. medicines and dietary supplements;
vii. products that enable dishonest behavior;
viii. hacking software or instructions, fake documents and academic cheating products;
ix. consumer electronics, including (without limitation) mobile phones, computers/laptops, tablets, drones and televisions;
x. services (including without limitation beauty treatment, tattoo art, “experiences”, ticketing, education, software, health services and other personal services);
xi. without limiting the above, any goods or services which are required by law to be sold to customers over 18 years of age; and
xii. any other goods or services which Afterpay considers, in its reasonable discretion, to be dangerous, inappropriate or high risk.
i. All goods sold through the Flow-Enabled Client Website utilizing Afterpay shall ship within 14 days from the date of the order. Client shall immediately notify Flow (i) of any delays of shipping, (ii) if any goods sold become unavailable and the order is cancelled, (iii) of any complaint from a customer that is not promptly resolved (but in any event within one month of receipt of such complaint), and (iv) of each return or refund request (prior to honoring such request). Additionally, Client shall immediately notify Flow if payment is received directly from the Customer, or if any modifications to the order are requested by the Customer or anticipated to be granted by Client. Client shall promptly assist Flow in providing all information or data requested by Afterpay. If Client allows for returns more than 120 days after purchase, Afterpay shall have no liability with respect to the Return and Client (either directly or via Flow) shall have to deal with the customer directly.
j. Client agrees and acknowledges that if it authorizes Flow to utilize Payment Options offered by Afterpay on the Flow-Enabled Client Website, the Afterpay Payment Option must be available: (i) for orders where the Customer and the delivery address are both located in the applicable territory for which Afterpay is enabled, (ii) only when the Client is using Flow’s logistics Services for the applicable order, and (iii) on Flow- hosted checkout websites and related mobile applications (it being understood that Afterpay may not be available for mobile applications). Upon Client’s authorization of Flow enabling the Afterpay Payment Option, Client shall be obligated to offer the Afterpay Payment Option for all sales or potential sales that meet clause (i) of this clause (j).
k. Client acknowledges that for each sale utilizing Afterpay creates a claim to receive payment from the customer for the sale amount (the “Afterpay Claim”). Client acknowledges that Flow is the sole and exclusive owner of each such Afterpay Claim and Flow has the right to assign each such Afterpay Claim to Afterpay. Client shall not knowingly enter into any agreement that limits the ability of Flow to assign to Afterpay the Afterpay Claims. Client further acknowledges that Afterpay has the right in certain circumstances to return or reverse either the Afterpay Claim or the assignment of the Afterpay Claim, thus resulting in Flow (and ultimately Client) being responsible to collect such amounts from the customer. Examples of the circumstances resulting in Afterpay reversing or returning the Afterpay Claim include returns being accepted 120 days or more after purchase, failure to deliver the goods in accordance with the delivery window provided to customer or as required herein, and failure to confirm receipt of a return within 14 days of receipt thereof. Reversal or returns of the Afterpay Claim may result in additional charges from Afterpay.
l. With regard to each purchase utilizing the Afterpay Payment Option, Client represents and warrants that:
i. Client does not know of or have any reason to suspect any fraud or suspicious activity relating to the Customer Order, and neither Client nor its employees or agents have concealed or otherwise failed to disclose to Flow any information of which Client or Client’s employees or agents have become aware relating to fraud or suspicious activity;
ii. the Customer Order represents a bona fide order for the goods in the ordinary course of Client’s business, the information Client provides lists all goods involved in the sale, and only goods sold by Client to Flow in connection with the Customer Order;
iii. Client has delivered or have arranged for delivery of, all the goods involved in the Customer Order via the Flow logistics Service;
iv. the goods, at the time they were sold to Flow, were fit for any particular purpose which the Customer made known to Client or Client’s agents or employees;
v. in relation to goods:
1. Flow has, or will have, title to the goods listed and clear of all encumbrances, liens and claims at the time Client transfers title of the goods to Flow;
2. the goods, at the time title is transferred to Flow, were of merchantable and acceptable quality; and
3. the goods matchany sample or demonstration model shown to the Customer;
vi. Client has not sought or obtained, and will not seek or obtain, any special arrangement or condition from, nor discriminated in any way against, the Customer with respect to the terms of the sale.
