Terms and conditions

Precedents:

1. Flow is a company whose purpose is to provide a platform to collect payments quickly and with high security standards.
2. These T&Cs regulate the global relation with the Parties, regardless of the place the Merchant carries out their activities. The special norms applied to each jurisdiction are regulated in specific annexes, as appropriate. They will have restrictive and exclusive applicability in the territory where the User holds their services and uses Flow’s platform.
3. Flow owns a platform that provides various online payment methods to collect payments quickly and with high security standards in local currency (hereinafter, the “Platform” or “Flow Sistem”).
4. The User has manifested their interest in onerously acquiring Flow System’s license of use for its nonexclusive, nontransferable usage withing the corresponding territory, in order to provide a service that facilitates the online payment processing of the User’s customers, through debit and credit cards and alternative payments.




Account Registration:


Every user who wants to use Flow’s services must register in the USER Registration Form and must accept these General Conditions. To register, it is mandatory to complete the information of the registration with accurate, precise and real data (“Personal Information”). The USER commits to keep their Personal Information up to date. FLOW is not responsible for the truthfulness of the Personal Information shared by the User. The Users guarantee and confirm, in any case, the truthfulness, accuracy, integrity and authenticity of the Personal Information provided. All the information and Personal Information provided by the User has the character of an affidavit.


FLOW reserves the right to request the USER for supporting documents and/or additional information to verify or amplify the information provided in terms of Personal Information. FLOW also reserves the right to temporarily or permanently suspend those User Accounts whose data could not be confirmed or whose additional information was not provided to FLOW or, at FLOW’s sole discretion, if the provided information is deemed insufficient or incomplete. The deadline to provide additional data will be 10 consecutive days counted from the sending of the request.


It is expressly stated that FLOW reserves the right to delay payments to USERS who register in the platform, until the verification of the provided identification information or pending information submission is completed. FLOW can also delay payments when risk situations are identified, according to these Terms and Conditions. Similarly, FLOW reserves the right to requests additional information to the payers of transactions made.


FLOW reserves the right to reject a registration request or to temporarily or permanently cancel or suspend an account if incoherencies or inconsistencies were detected in the information provided by the User, or, if suspicious activities were detected as defined in point 8, “General Contracting Conditions,” letter b) “Declarations of the User. Prohibited Uses.” of this document This decision will not generate compensation or indemnity rights for the User.




Flow Account:

To register in FLOW, the User will create an account (hereinafter, the “Flow Account” or “Account”). The FLOW Account will enable the User to make payments, receive or request money from third parties.


The User will log in their FLOW Account, using their email address and a personal security password (Password), to the informative system that Flow provides through the platform, so the User can check their transactions record, make payments, receive money and other transactions (“THE PLATFORM). The User is obliged to keep all their Passwords in secret. Therefore, the User is the only responsible for all the operations made in their Account. The User agrees to immediately notify FLOW, through appropriate and irrefutable means, of any unauthorized use of their Account, as well as unauthorized logins or logins attempts by third parties. FLOW reserves the right to implement additional verification mechanisms, which will be communicated to the User once available. The activation and use of these mechanisms can be mandatorily demanded by FLOW within a time frame that will be communicated once the additional measures are available.


The User expresses their consent and is obliged to apply and keep in force all the security mechanisms suggested by Flow in these T&Cs, which are currently in force and/or are made known to them by Flow. Flow is not liable for the User’s incorrect implementation or misuse of the security mechanisms.


Similarly, the User hereby gives their consent to Flow to carry out all the necessary activities for the validation of the User’s compliance with the standards and guidelines issued by PCI DSS if the User’s certification process requires it before the PCI DSS.




Payment and Collection Management Mandates

1. Payments management Contract: Through THE PLATFORM, the User can authorize a Payment Request or a Collection Request, hereinafter “Flow Order” or “Order”. The Order will include the instructions for FLOW to carry out the payment or collection management on their behalf.
2. Irrevocable Mandate: The Order is an irrevocable mandate the User grants FLOW to use the Funds of their Flow Account on their behalf and transfer the Funds to a payee, depositing them in an assigned FLOW Account, according to their instructions. Likewise, the irrevocable mandate entails an authorization from the User in favor of FLOW to receive, collect, and credit the Fund in their FLOW Account, according to their instructions. FLOW will keep the User’s Funds in their Account under the conditions and periods established in these General Conditions and/or other special or specific conditions that are established for each FLOW product or service.
3. Order Entry: The Order will enter when the User sends it through THE PLATFORM, in which the instructions regarding the Funds are detailed. FLOW reserves the right of not processing incomplete Orders or those that have discrepancies between the data provided by the Users and the data effectively introduced on FLOW. The User is the only responsible for the instructions included in the Orders and their consequences. FLOW will not verify the cause or obligation that created the Order, nor the other circumstances related to its instructions. The instructions included in an Order can only be made through the Platform and none of the instructions will be processed nor deemed valid by means outside the Platform.
4. FLOW’S liability for the Order: FLOW will not be liable for verifying the reasons, amount, or any other circumstance related to the Order; nor for the existence, quality, quantity, functioning, state, integrity or legitimacy of the goods or services offered, acquired or transferred by the Users. Neither will FLOW be liable for the orders, instructions and/or incorrect or incomplete payments caused by the submission of inaccurate information in the instructions of the Order sent by the User, or by inaccurate information entered by the Payer in the payment process.


The Platform only facilitates the collection of payments created in a previous transaction between the User and the Payer.

In the event that one or more Users or a third party starts any kind of complaint or legal actions against an or other User(s), all the Users involved in this complaint or legal actions exempt FLOW, its directors, managers, employees, agents, operators, representatives and legal representatives from all responsibility and they renounce to take any legal actions that may correspond to them.




Privacy and protection of personal information

The Personal Information provided by the Users of the Platform («Personal Information» as defined in the Privacy Notice) and gathered by Flow will be treated in accordance with the provisions in the Privacy Notice, which will be available to the User through the Platform (hereinafter, “Privacy Notice”), and in accordance with the international and national laws of each country, as stipulated in the annexes of these general T&Cs, as appropriate.

To obtain information about the collection, registration, conservation, modification, consultation, use, communication by transfer, dissemination or any other type of enabling access, collation or interconnection, limitation, deletion or destruction or your Personal Information, you should check our Privacy Policy and the Privacy Notice, available at the following link Política de Privacidad.

Flow is not responsible the personal information the User collects from third parties, and they agree to comply with the corresponding applicable legislation in this regard. This is the User’s sole responsibility, exempting Flow from any harm caused in such context.



Flow is certified under the PCI DSS norm as a level 1 service provider

PCI DSS (Payment Card Industry Data Security Standard) is a standard that describes the requirements necessary to protect sensitive information of the debit and credit cards. With the aim of maintaining a secure environment, this standard is mandatory for all the companies that process, transfer and/or store debit and/or credit card information, including those that accept payments for goods and services through such means.

With this certification, we can ensure that:

• We comply with the highest security standards in the payment industry.
• The security we have delivered is supported by the PCI DSS certification.
• If you would like to receive our AOC certification, you can directly request it at soporte@flow.cl. With the same email address, you can always request information about the PCI DSS compliance status for any service that FLOW carries out in your account, and information about which PCI DSS requirements are the User’s responsibility and which are FLOW’s, including the shared responsibilities.

Deliver, pay-in and funds withdrawal.

1. Delivery of Funds. The User will deposit funds in their FLOW account. The User will give those Funds to FLOW through any of the authorized methods by FLOW for that purpose.
2. Pay-in of Funds. Pay-in of Funds in the User’s FLOW Account will be made once FLOW gets authorization of the payment method used in the transaction. This period could be longer if the User needs to undergo any verification process required by Flow to process the Order. FLOW will enter in the User Account or in the Users’ Accounts, according to the instructions sent in the Order, the corresponding amounts deducting service costs and applicable taxes, which the payment method used credited effectively.

For security measures, when, at FLOW’s sole discretion, there are suspicions of (i) acts against the law, (ii) operations or transactions whose nature, amount or frequency may be fraudulent. For instance, excessive requests of refunds and/or chargebacks, (iii) and, overall, any other act against these Terms and Conditions and/or suspicion of violating legal provisions by which FLOW could be held accountable, it is established that:

• the funds credited in the User’s Account and/or that are in process of being credited (regardless of the payment method employed for the transaction) can be unavailable, through means of withholding and/or cancellation of the transactions.
• It is expressly stated that the USER will be responsible for the type of transactions described in the paragraph above, for up to 180 (one hundred and eighty) consecutive days following the date on which any of the hypotheses indicated previously occur.




3. Funds Withdrawal. FLOW will transfer the amount available to the bank account the User designated in their FLOW Account, within the time frame established in the Fees selected in the Flow Account or in the signed contract. FLOW will issue a fund settlement, hereinafter SETTLEMENT, every time the funds are transferred to the FLOW Account.

FLOW will make all reasonable effort to comply with the time frame mentioned above, except for the cases exempted and described in these Terms and Conditions. However, the User understands that, due to various reasons unrelated to FLOW, delays can appear. Thus, the User exempts FLOW from all responsibility derived by inconveniences and damages.

4. Chargebacks, reversal, unawareness or cancellation of charges, hereinafter “Chargebacks”. Chargebacks consist of a rebuttal made by the Payer of the charges executed through any payment method. The Payer is understood as the person who buys goods or uses the services provided by the User, or the payment processing company on behalf of the Payer. If the Payer or the processing company of the payment method makes a Chargeback on the amount involved in the operation, Flow will notify the User via email and then will proceed to deduct that amount from the funds pending transfer to the User.

 

Therefore, the User expressly authorizes Flow to deduct Funds from the following settlement and so on until the money to cover the Chargebacks is restored. If the User does not have enough funds, they authorize the deduction from any future income to their account, or the User agrees to pay them within 10 (ten) consecutive days following the Funds deduction. It is established that,  in order to rebut the Chargebacks, any evidence the User may provide to FLOW in their defense will be important, but this will not imply that the Funds will be restored again or that FLOW agrees to refute the Chargebacks even if the User has provided evidence. In the case of Chargebacks, the User must respond to FLOW for the amount involved, plus any other applicable cost or expense. FLOW could initiate judicial or extrajudicial measures that it deems appropriate to obtain the payment of such funds. The User agrees to keep the supporting documentation for the sale of the good, product or service carried out through FLOW, including that which verifies the shipment or delivery of the good or product in question, for a minimum period of one year from receiving the funds.

It is expressly stated that a chargeback, in no case, represents the cancellation or refund of the payment or collection service provided nor its costs.

Disputes between the User and the Payer that gave rise to the Chargebacks must be resolved directly between the parties, without any intervention or responsibility from FLOW.

5. It is established that FLOW will keep the Funds of the FLOW Accounts in one or more bank accounts under its name (“Collection Accounts”) and will use various money transfer agents. FLOW will not be liable for insolvency, due to economic or political situations that may arise in the country or any other situation that could affect the Bank, financial institution or agent used for the Fund transfer, or any other regulatory or legal change affecting the account in which the Funds are deposited by FLOW. In these cases, the Users will not ascribe responsibility of any sort to FLOW, its affiliates, subsidiaries, controlled and/or controlling companies. Neither can they demand the reimbursement of money or payment by loss of profit from the resulting damages of these situations, nor by unprocessed or rejected payment orders by the system, suspended or cancelled accounts.

General Contracting Conditions

1. Capability. People legally capable of hiring or that are properly registered in FLOW are the ones that can be Users and, thus, enter an Order. Underage people, people unable to hire others or Users who have been temporarily or permanently suspended or banned from FLOW system cannot be Users.
2. License. By virtue of these T&Cs, Flow grants in favor of the User, a temporary, non-exclusive, revocable and limited license regarding the use of the Platform, so that the latter may use it for the purposes established in these T&Cs, in accordance with the general and technical specifications that are established in, but not limited to, these T&Cs. The User understands and accepts that Flow will not be responsible for any misuse of the Platform, contrary to the provisions of their represented person and they are obliged to compensate Flow for the damages this misuse could cause to Flow.
3. User’s Declaration. Prohibited Uses. The User declares that the purpose for which the Order is entered does not violate any applicable law, nor is it a service, sale or transaction prohibited by the law or by these General Terms and Conditions, that imply a risk for Flow’s reputation, and especially carry out activities or trade services or goods listed in the prohibited and restricted activities list, published in Annex I of these T&Cs.




The User will not use the Platform to distribute material that constitutes a crime or that can give place, directly or indirectly to civil responsibilities, or that can violate these General Terms and Conditions and its annexes.

If FLOW considers there are suspicions or signs that the Platform is used for any prohibited activity by the law or by these General Terms and Conditions, it could reject, cancel or suspend an Order, and/or temporarily block access to a User, and/or the use or availability of the functions, and/or permanently cancel a User’s Registration. If so, the User will respond for the damages they could have caused to Flow, its controllers, affiliates or subsidiaries, employees, directors, agents and/or employees. Thus, FLOW reserves the right to initiate judicial or extrajudicial actions it deems appropriate.

The User will be solely and unlimitedly responsible for the damages their behavior may cause to FLOW or other Users of the Platform.

4. Flow is not a financial institution. FLOW expressly states that it is neither a financial institution, nor does it provide the Users any banking services or currency exchange services. It only offers a payment or collection service on behalf of the User Mandators, according to the provisions established in these Terms and Conditions, its instruments and annexes.
5. Fees for Flow Services. The User accepts to pay a commission for the collection services based on the Fees they hired in their Flow Account or through a signed contract, allowing FLOW to expressly deduct, at the moment of collection, the amount of the services selected for each commercial transaction. The Fees for other Flow services, other than collection services, will be additional, and they will be published on the current Fees page, which will be the one prevailing when the service is provided.
6. Modification of Fees. FLOW could modify at any time the Fees in force for its services. FLOW will notify the User of the changes made, publishing an updated version of the Fees. Moreover, FLOW will send an email to the address the User registered in their FLOW Account notifying the changes made. The User could select the new fees in their FLOW Account from the moment of the notification. FLOW reserves the right to update the Fees hired in the User’s account for the new fees in force, after 10 (ten) days of being notified. The User should notify via email if they do not accept the new fees and should abstain from using FLOW services. In that case, the contract will come to an end. Once the ten-days period expires, it is considered the User accepts the new fees and allows FLOW to modify the fees hired in their FLOW Account for the new fees in force.
7. Modifications to the Terms and Conditions of the Services. FLOW could modify at any time the Terms and Conditions of its Services. FLOW will notify the User of the changes, publishing an updated version of these Terms and Conditions on the Platform along with the last date of modification. FLOW will also send an email to the address the User registered in the FLOW Account, notifying the changes made, along with a link that enables the User to access and download the new Terms and Conditions. Within 10 (ten) days following the publication of the modifications, the User should notify via email if they do not accept them and should abstain from using FLOW services. In that case, the contract will come to an end. Once this period expires, it is considered the User accepts the new terms and the contract will remain in force for both parties. The modification to the Terms and Conditions of the Services will be applicable to every Order after the User has received the notification.

 

Regarding the annexes containing the exclusive T&C for a jurisdiction in which the User and Flow provide services, it is noted that any modifications will be notified exclusively to Users conducting their activities in the corresponding jurisdiction. Additionally, the User declares to know and accept that if they change jurisdiction to another place where Flow operates, it is their sole responsibility to accept the specific T&Cs of such jurisdiction. Flow will not be liable for complaints related to lack of knowledge of the regulations in each country where Flow operates. The User cannot make Flow responsible of such circumstance, taking responsibility for the damages they could cause to Flow and its affiliates, based on the provisions hereof.

8. Termination of Contract. FLOW and the User of the Service User could terminate the contract through an email addressed to the other Party, at any time, without providing reasons, which will result in the closure of the User’s Account.

 

In the event of an anticipated termination, the pending obligations of both the User and Flow will remain in force. Such obligations include: Chargebacks and debts, nondisclosure, general obligations in the face of contingencies, as well as the authority to withhold and/or cancel transactions and any other case as described in these Terms and Conditions.

Therefore, the User understands and accepts that, Flow may administer any amount from the sales carried out by the User, for its own benefit or that of a third party and without prior notice or additional authorization, to collect any amount the User owes as established in these T&Cs, for up to a period of 180 (one hundred and eighty) days starting from the date the termination takes effect.

Likewise, FLOW can stop providing the Service without prior notice if the User fails to comply with the conditions in this contract or with the corresponding applicable legislation, reserving the right to demand the damages this breach has caused.

9. Limitation of Liability for the Service and/or the Platform. Flow does not guarantee a continuous, uninterrupted access and use of The Platform or its services. The system could sometimes be unavailable due to technical problems or Internet failure in the links or Sale Tools or by any other circumstance outside Flow. The Users can NOT hold FLOW liable, nor can they demand any compensation for the damages caused by the inconveniences mentioned or by any other type of damages, including indirect, special or resulting damages the Users can experience, even these inconveniences may affect the amount to be paid or credited. FLOW does not guarantee the availability nor the operational continuity of the economic agents that are part of the payment system in each country where it operates. Flow can voluntarily terminate the contract with the Operators without this entailing any liability to Flow. The payer can use the services the Payment Method Operators provide, and that are available on the platform when the payment is made.
10. Notifications. All the notifications FLOW makes to the User through the email address they register are valid.
11. Complaint notification. Notwithstanding point 4, letter d) Flow’s liability for the Order, Flow can send a “complaint Notification” to a given User based on a Payer request, due to a disconformity for a product or service acquired. In this case, FLOW will use the following protocol, which is accepted and understood by both users:

Complain Notification. Flow will send an email to the User with a “complaint Notification”, which shows details of the payment related to the complaint and a description of the complaint. In said “complaint Notification” the User is requested to:

1. Get in touch with the client and provide a satisfactory answer for the complaint, within a maximum period of 24hrs.
2. Answer the “complaint Notification” sent by FLOW, within a maximum period of 24hrs.

Unanswered complaint Notification: If there is no satisfactory answer within the 24 hrs. mentioned above, the User authorizes FLOW to:

1. Suspend and/or cancel the User’s account or any other User Account related to it.
2. Share with the Payer the information of the User registered in FLOW: Contact information of the commerce and bank account data where the money has been deposited. The purpose of sharing this information is to allow the Payer to pursue the reimbursement of the money directly from the User, which the latter expressly accepts.
3. Refund or cancel any non-transferred payment or any other future payment made to the User’s bank account, or any other account related to it.
12. Changes in the User’s precedents. The User must immediately modify in Flow system any changes related to the precedents they registered for the proper execution of the mandate. The User is the sole responsible for duly informing Flow of any change in the way of payment, especially when involves the bank account where the money collected should be deposited. In this sense, Flow will not be liable for the damages the absence of the updating of information can cause.
13. Disputes User and Payer. Any dispute or issue between the User and the Payer, especially involving quality, quantity or any other feature of the service and/or good provided by the User, must be directly solved between the parties, without any intervention or responsibility from Flow.

Remember that FLOW is only responsible for the collection of payments on behalf of others for transactions previously agreed upon between the parties. In this context, it is responsibility of the USER to communicate to their Payers about the limits of the services provided by FLOW and the information in these T&C.

14. Non-exclusivity. Accepting this instrument does not imply exclusivity nor does not it mean, in any case, that the Parties cannot have other contracts of a similar nature with other natural or legal persons.
15. Ownership of the Funds. The User declares to know that the total amount Flow receives from The Payer and pays to the User, in accordance with the operations described in this contract, are not owned by Flow. Flow is just a holder, notwithstanding the corresponding payments for the user of the System, in accordance with what is mentioned in the present instrument.




Products allowed to be paid in installments without interests

Flow offers the User, through its Platform, products that enable the Payer to pay in installments, which can be paid in the following ways:

1. Regular installments: Also known as ‘issuer installments.’ They allow your customer to pay in two or more monthly installments. The interest depends exclusively on the bank/card issuer.
2. Interest-free installments with deferred payment: Allows your customer to pay in two or more monthly installments without interest. The payment to the USER will be made over time, based on the number of installments associated with the payment.
3. Interest-free installments with prepayment. The prepayment installment service is an additional service provided by FLOW, which gives the USER the possibility to offer their clients to make the payment for their good and/or services they sell in 12 interest-free installments. FLOW will receive the total payment amount in advance. In addition to the fee charged for the collection service, a discount rate will depend on the number of installments offered by the User and selected by their client, and it will be considered an integral part of the fee associated with the payment or collection service and its costs.




Use conditions:

• The User must be registered in the Platform and keep their account active.
• The User must hire the service, selecting in their information registered in the Platform, as “Payment Method” those indicating they are interest-free installments.
• By selecting any of the forms mentioned above, their clients will have the option to pay in the installments available, selecting a Payment Method. Therefore, FLOW is obligated to pay the amount paid in installments by its customer, minus the collection commission and discount rate, with the same regularity of payment hired for the processing and collection service provided by FLOW.

The discount rate for the prepayment installments provided by FLOW will be subjected to the number of installments detailed in the payment, which are published on FLOW current Fees page. The latest rate will be applied when the service is provided.

 

Refund Services.

Refunds are additional services Flow provides to the Users to return the expenses the Payer could have made for acquiring a service or product. The Refund service constitutes an additional service different from the payment or collection. It does not represent, in any case, the cancellation of the payment and collection service provided nor its costs.

1. Conditions to request a refund:
   1. You must be registered in FLOW as User and your account must be active.
   2. You must have funds in the platform for payments that have not been transferred to your bank account yet. These funds must cover the amount to be refunded.
   3. The amount of the refund must not be higher to the original amount paid.
   4. Refunds can only be requested for payment transactions processed by FLOW. In no case can refunds be requested for transactions made through payment platforms other than FLOW.
2. Refund Procedure
   1. The User can request a Refund through the platform Web page or through the integration API.
   2. FLOW will deduct the refund amount and its service fee from the next collection settlement to be transferred to the User and will retain the funds until the refund is processed.
   3. If the refund cannot be made through a cancellation or reversal in the same payment method the Payer used, Flow will reach out the Payer via email to request them to accept or reject the refund. In case of accepting it, Flow will request banking data to transfer the money. The Payer’s acceptance or rejection will be notified to the User who requested the refund. If the Payer does not reach out within 10 consecutive days from the date of the notification, the refund will not take place and the money previously withheld will be returned in the following settlement.
   4. The Payer has a time frame of 10 consecutive days from the date of notification to accept the refund. Once the period is over, Flow will notify the situation to the User. The refund will not take place and the money previously deducted will be returned in the following settlement.
3. Statuses of a Refund request.
   
   1. Requested. The Platform has received a Refund request.
   2. Accepted. The Payer User has accepted the refund.
   3. Rejected. The Payer User has rejected the refund.
   4. Cancelled. The refund request has been cancelled.
4. Cost for Refunds: The Refund services have a cost for each refund processed, and its fee will be published on the current Fees page, when the Refund takes place. This amount will be deducted from the following settlement and will be invoiced once the Payer accepts the refund.

 

Industrial and Intellectual Property

Flow states it is the sole and exclusive owner of the copyrights and patrimonial rights on the Platform. Likewise, it guarantees the originality of the Platform. Therefore, Flow is obliged to remove the User in peace and safety from any claim regarding the ownership and originality of the Platform.

Notwithstanding the foregoing, Flow does not guarantee that the Platform is free of errors, bugs or vulnerabilities. However, it will provide the User, free of charge, the necessary technical support for the latter to be able to use the Platform regularly, during the validity of these T&Cs.

All rights, licenses, titles and interests on the Platform are and will remain the exclusive property of Flow and its licensors. The Platform is protected by copyright laws and by applicable international treaties. Accordingly, products and services should be treated as any other copyrighted material. Likewise, the parties expressly understand that the Platform cannot be rented, leased or loaned or transmitted in any way without the express authorization of the owner of the rights over the Platform.

These T&Cs do not grant the User the right nor the license to use Flow name and/or any of the brands (whether or not registered with the competent authority), intellectual property rights, logos, domain names and other distinctive brand features of Flow. The observations, opinions, suggestions or comments that the User may provide in relation to the Platform will be merely informative and may or may not be used by Flow for its benefit. Thus, Flow may use those observations, opinions, comments or suggestions in the manner it deems appropriate without generating any obligation with the User.

Cession

The User abstains themselves from ceding this agreement or any other obligation resulting from it, without prior and express authorization by Flow. Flow will be able to do it once the User is notified.

Nondisclosure

The User is obliged to protect, keep confidential and to avoid the disclosure to any third party of any Confidential Information (as said term is defined below) received from Flow or obtained on the Platform, its related companies, agents, representatives or information the User discovered by other means, in relation to or due to the use of the Platform, as the case may be.

For the purposes of these T&Cs, “Confidential Information” will be understood as all information that is not of public knowledge and that is or will be used, developed or obtained by Flow and/or its related companies, agents, representatives or in any other way. It also includes information that would be apparent to a professional in the field based on previously available information, such information must be disclosed in accordance with the provisions of the applicable regulation or law, though not limited to: (i) information, procedures and data obtained and/or developed by Flow or its related companies, concerning or related to Flow’s businesses or affairs or its related companies; (ii) products or services; (iii) costs and pricing structures; (iv) analyses; (v) business and accounting methods; (vi) all written, graphic, electromagnetic information, though not limited to, technical information, source codes, documentation and other artifacts produced and developed by Flow; (vii) computer software, including operating systems, applications and programming listings; (viii) organization charts, manuals and documentation; (ix) all production methods, processes, technology and trade secrets and market projects; (x) names of the shareholders, current or investment partners; and (xi) all other similar and related information, in any form.

Likewise, the User is obliged to use the Confidential Information only for the purposes of fulfilling their obligations under these T&Cs. In order to maintain said framework of nondisclosure, the User commits to take the security measures they consider necessary and reasonable, including, at least, those used to protect their own confidential information. The User must adopt the technical and organizational measures necessary to ensure the security and nondisclosure of the Confidential Information, in order to avoid its modification, alteration, loss, consultation or unauthorized treatment, and that allow detecting deviations, intentional or not, of Confidential Information, whether the necessary risks come from human action or from the technical means used.

The User may disclose said Confidential Information, solely and exclusively to the personnel who needs to know said information to comply with their obligations in accordance with the provisions of these T&Cs. Regardless of the aforementioned, the User will continue to be responsible for the use they and their staff make of the Confidential Information, having to respond to Flow for any damages that may be generated due to its disclosure. Likewise, the User declares to know the penalties incurred by a person for disclosure of secrets, in accordance with the applicable legislation.

Integrity

The annulment or inapplicability of one or more clauses of this agreement will not affect the validity and application of the others.

Legal Annex Prevalence in each country where Flow operates

The provisions in the annexes that regulate special regulations of each country will prevailed over the provisions in these general T&Cs.

Applicable jurisdiction and law

These T&Cs are governed by the laws where Flow Company is located, and by the laws applicable to the country where the User operates.

Disputes between the Parties will be subjected to the decision of the ordinary justice, in accordance with the applicable norms in force in the place of residence the User faces the legal procedure.

ANNEX I

PROHIBITED AND RESTRICTED ACTIVITIES

The User must abstain from using the Services to accept payments related to the following business or business activities:

Prohibited activities. Flow service cannot be used for activities that:

• Violate any law, statute, ordinance or regulation. They refer to transactions that involve:
1. Narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety;
2. Drug-related paraphernalia;
3. Cigarettes;
4. Articles that encourage, promote, facilitate or instruct others to participate in illegal activities;
5. Stolen property, including digital and virtual property;
6. The promotion of hatred, violence, racial forms or other forms of discriminatory intolerance or the financial exploitation of a crime;
7. Articles that are considered obscene;
8. Items that infringe or violate any copyright, trademark, publicity or privacy right or any other proprietary right under the laws of any jurisdiction;
9. Certain sexually oriented materials or services; or materials related to child pornography, incest, zooerastia, violation, sexual abuse and non-consensual mutilation.
10. Ammunition, firearms or certain parts of firearms or accessories;
11. Certain weapons or knives regulated by the applicable law.
12. Potentially deceptive marketing practices.
13. The acquisition or transaction of illegal government identification/documents.

• Transactions that:
  
  1. Display the personal information of third parties in violation of applicable law;
  2. Support pyramid or Ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs;
  3. Are associated with annuity purchases or lottery contracts, lay-away systems, off-shore banking, or transactions to finance or refinance debts financed with a credit card;
  4. Are for the sale of certain items before the seller have control or possession of the item;
  5. Are related to the sale of checks or traveler’s postal order;
  6. Involve currency exchange or check-cashing business;
  7. Involve certain credit repair, debt settlement services, insurance transactions or activities.
  8. Involve offering or receiving payments for the purpose of bribery or corruption;
  9. Binary forex or sales of other products or services identified by government agencies as having a high probability of being fraudulent.

Additionally, there may be restrictions and prohibitions of use related to the jurisdiction where the USERS are located or entities subject to sanctions listed in official international standards for the prevention of money laundering and terrorism financing.

Restricted activities or that require pre-approval:

1. Services related to coordination and selling of travel services, such as timeshare properties and vacation clubs with discounts via outbound telemarketing calls or massive emailing. Additionally, airlines and operators of scheduled or unscheduled charter flights/jets/air taxis;
2. Collect donations as a charity or non-profit organization;
3. Jewelry, precious metals and stones trafficking;
4. Act as a money transmitter or sell stored value cards;
5. The sale of stocks, bonds, securities, options, futures (forex) or an investment interest in any entity or property; or to provide custodial services.
6. Provide file sharing services or access to newsgroups;
7. The sale of alcoholic beverages, tobacco products other than cigarettes, electronic cigarettes, or prescription drugs/devices;
8. Activities involving gambling and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, fantasy sports, ticketing lottery, other companies that facilitate gambling, games of skill (whether or not legally defined as games of chance) and raffles. If the operator and customers are exclusively in jurisdictions where such activities are permitted by law or have the required permits.
9. Crypto Exchange or businesses related to cryptocurrency, Electronic wallets, Money transfer (Remittance), Trading.
10. Adult content, such as subscription to web sites and streaming videos with the exception of: Pedophilia, Prostitution, sexual exploitation, racism or any content that is offensive or that may be against the applicable law;
11. Outbound telemarketing business related to the sale of products or services using outbound telemarketing, such as, unsolicited technical support services or cards protection insurance;
12. Dating services related to escorts as classified advertisements on the internet that include escort services or monthly site subscriptions;
13. The sale of brand name drugs thar require medical prescription for commercialization. Additionally, the sale of drugs that require medical prescription, in case of cross-border operations.

This information (or categorization for Prohibited or Risky Categories) is subject to changes that may come from FLOW, regulatory entities, or International Brands.

If the activity you carry out is one of those that require pre-approval or is restricted, you must send contact information, the URL of the company website and a brief summary describing the business to compliance-flow@flow.cl. Within a short time, Flow will respond by approving or denying the request, or calling for new background information.

The approval of a User associated with a category classified as restricted may have extra costs due to the application of rules from International Brands, which are external and independent of FLOW’s fees. This cost will be informed to and shared with the User at the time of approval in accordance with the paragraph mentioned above.

In the event that Flow considers the User has made a Prohibited, suspicious or irregular Transaction or activity, Flow will withhold the funds derived from said Transaction and will restrict the User from using the Platform, will temporarily block the User’s access to the use or availability of the Platform functionalities, and/or will permanently cancel the access to the Platform, while Flow conducts an investigation to determine if the User has made a Prohibited Transaction. Should this be the case, the User will be liable for the damages they may have caused to Flow, determined by the competent authority, without prejudice to the legal actions that Flow may exercise.

ANNEX II

SPECIAL PROVISION APPLIED TO CHILE

• Consumer Protection

To comply with this agreement, the norms related to the nature of the service provided by Flow will apply, regulated by the Law No. 19,496. This law establishes rules on consumer rights protection, consolidated by the Decree with Economy, Development, and Tourism. This is also addressed in the Electronic Commerce Regulation contained in Decree No. 5 of January 21, 2021, issued by the same Ministry.

• Personal Data Protection

Notwithstanding the aforementioned in Flow’s privacy policy, if the latter gathers personal data during the fulfilment of its services, it will strictly comply with the provisions in the Law N° 19.628 about the Protection of Private Life.

• Protection of Industrial and Intellectual Property

Regarding intellectual property, the rights over the brand and the platform are protected and regulated by the Law N° 19.039 about Industrial Property and by the regulations contained in the Decree N° 82 of October 19, 2021, issued by the Ministry for Economy, Development, and Tourism of Chile.

• Crime Prevention Model

The User, on behalf of their employees, main executives, partners or shareholders, directors and others involved, declares to comply, now and in the future, with the laws, regulations, norms and legal or administrative provisions related to money laundering and freezing of assets, terrorist financing, bribery, reception and other crimes contained in the Law N° 20.393. Consequently, it makes the following declaration, whose veracity, correctness, and integrity are essential:

1. They have not  offered, promised, paid or delivered, directly or indirectly, and they will not offer, promise, pay or deliver money or in kind to any public, municipal or government official; political party or candidate to a public office and, in general, to any person who works in a government institution or to any of their relatives to: i) secure any wrongful leverage, and/or ii) have influence on the act or decision of authority in order to gain or keep a business directly or indirectly related to this contract.
2. They do not have funds, goods or money that come from illegal activities, whether directly or indirectly; nor are they attached to any of the crimes included in the article twenty-seven of the Law, number nineteen thousand nine hundred thirteen, or any law that replaces it.
3. Neither they, any of their natural or legal persons nor any manager or legal representative are terrorists or members of a terrorist organization.
4. In any way, they hold in their power, transport, buy, sale, transform nor trade any stolen or lotted object, cattle raiding, or objects obtained wrongfully.
5. The staff from their sector, as well as third parties under their command, that participate in their sector and/or hold activities that may involve the development of this agreement, are properly aware of the Law N° 20.393 and they are capacitated in such law and in the Prevention Model.
6. Similar initiatives for capacitation will be developed and/or demanded to any new employee or third party that joins in the future, or that have to intervene in the activities provided by the User.
7. All the preceding declarations are completely reliable. Any other relevant or irrelevant matter that could influence the points described in this clause has not been omitted.

• Competence

In accordance with this contract, the Parties set their place of residence in Santiago, and they are subjected to the jurisdiction and competence of their ordinary Court of Law.

ANNEX III

SPECIAL PROVISIONS APPLIED TO PERU

• Consumer Protection

To comply with this agreement, the norms related to the nature of the service provided by Flow will apply. These norms are regulated in the Consumer Protection and Defense Code, stated in the Law N° 29. 571.

• Personal Data Protection

Notwithstanding the aforementioned in Flow’s privacy policy, if the latter gathers personal data during the fulfilment of its services, it will strictly comply with the provisions in the Law N° 29. 7333 about Personal Data Protection and the Regulation contained in the Supreme Decree Nº 003- 2013-JUS.

• Protection of Industrial and Intellectual Property

Regarding intellectual property, the rights over the brand and the platform are protected by the Legislative Decree N° 822, stated in the Law about Copyright and Related Rights.

• Crime Prevention Model

The User, on behalf of their employees, main executives, partners or shareholders, directors and others involved, declares to comply, now and in the future, with the laws, regulations, norms and legal or administrative provisions related to money laundering and freezing of assets, terrorist financing, bribery, reception and other crimes contained in the Law N° 30.424 and the Regulation in the Supreme Decree Nº 002-2019-JUS. Consequently, it makes the following declaration, whose veracity, correctness, and integrity are essential:

1. They have not  offered, promised, paid or delivered, directly or indirectly, and they will not offer, promise, pay or deliver money or in kind to any public, municipal or government official; political party or candidate to a public office and, in general, to any person who works in a government institution or to any of their relatives to: i) secure any wrongful leverage, and/or ii) have influence on the act or decision of authority in order to gain or keep a business directly or indirectly related to this contract.
2. They do not have funds, goods or money that come from illegal activities, whether directly or indirectly; nor are they attached to any of the crimes included in the Legislative Decree N° 1106 or any law that replaces it.
3. Neither they, any of their natural or legal persons nor any manager or legal representative are terrorists or members of a terrorist organization.
4. In any way, they hold in their power, transport, buy, sale, transform nor trade any stolen or lotted object, cattle raiding, or objects obtained wrongfully.
5. The staff from their sector, as well as third parties under their command, that participate in their sector and/or hold activities that may involve the development of this agreement, are properly aware of the Law N° 30.424 and they are capacitated in such law and in the Prevention Model.
6. Similar initiatives for capacitation will be developed and/or demanded to any new employee or third party that joins in the future, or that have to intervene in the activities provided by the User.
7. All the preceding declarations are completely reliable. Any other relevant or irrelevant matter that could influence the points described in this clause has not been omitted.

• Competence

In accordance with this contract, the Parties set their place of residence in Lima, and they are subjected to the jurisdiction and competence of their ordinary Court of Law.