FLOWER DELIVERY FROM LOCAL FLORISTS
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Public offer on the conclusion of agency contracts

01.02.2022

 

This document is an official offer of Flomarket Limited to conclude an agency agreement on the conditions set out below.

1. Terms and definitions

1.1.In this document and the resulting or related relations of the Parties, the following terms and definitions apply:

1.1.1. Public offer/offer – the text of the present document with all attachments, amendments, and additions to it posted on the Website and available on the Internet at: https://myglobalflowers.com/agency-contracts, https://myglobalflowers.de/agency-contracts, and https://myglobalflowers.es/agency-contracts,

1.1.2. Contract (Agency contract) – an Agency agreement, together with all related required documents concluded between the Agent and the Seller on the terms of this Offer.

1.1.3. Services – agency services under the Contract concluded in accordance with this Offer.

1.1.4. Agent - Flomarket Limited

1.1.5. Seller — a user who has passed the registration procedure on the Website in the status of a Seller, who intends to use, uses, or has used the functionality of the Website and/or the Service provided on its basis to search for Buyers, conclude Transactions with them and accept execution of such Transactions in terms of payment. If the Seller is an individual, the Seller independently acts as a tax agent for all amounts received under the Contract. And is obliged to report independently to the regulatory authorities.

1.1.6. Transaction – an agreement on the purchase of Goods concluded with the Buyer by the Agent on behalf of the Seller or his behalf, together with all the Mandatory Documents related to it. The transaction is concluded and executed on the terms and in the manner provided for by the Public Offer at the conclusion of the contract of sale.

1.1.7. Buyer is a User who intends to use, who uses, or has used the functionality of the Website and/or the Service provided on its basis to select and purchase Goods.

1.1.8. Goods – products available for purchase on the Website, including bouquets of flowers, flowers, gifts, cards, soft toys, souvenirs, and other goods and services offered to the Buyer by the Seller.

1.1.9. Buyer's order containing the terms of the order Transaction for the purchase of Products placed by the Buyer by selecting a Product offered by the Seller and filling out the form on the appropriate page of the Website and/or Mobile application.

1.1.10. Acceptance of the Offer – full and unconditional acceptance of the Offer by the Seller performing the actions specified in Section 9 of the Offer, creating an Agreement between the Seller and the Agent.

1.1.11. Website is an automated information system available on the Internet at a network address www.myglobalflowers.com

www.myglobalflowers.de

www.myglobalflowers.es.

1.1.12. Service – the totality of the Website and Mobile Application, as well as the Content posted on it, to which Users are granted access using the Platform.

1.1.13. The Platform – the Agent's software and hardware integrated with the Website and Mobile Application, is an aggregator of information about goods and Orders received, which provides Sellers with the opportunity to place goods for sale, as well as receive information about orders of goods.

1.1.14. Personal Account – a personal section of the Website and Mobile Application to which the Seller gets access after registration and/or authorization on the Website or in the Mobile Application. The Personal Account is intended for storing Seller's information, posting information about Goods on the Website, receiving Buyer's Orders, viewing statistical information about Transactions, the progress of the Agent's order, and receive notifications in the order of notification.

1.1.15. Claim — the Buyer's claim for compensation, during which the Seller on the one hand and the Buyer on the other, argue their point of view on the situation that has arisen, seeking to find a solution to the claim.

1.1.16. Mobile application – mobile applications representing a set of software available in the Apple App Store and Google Play Market - a program running on smartphones running Android or iOS, installed on a mobile phone and/or tablet computer, and/ or other devices that support the installation of software.

1.1.17. Product card – a set of information about the product on the Platform, including images of the product, text describing its characteristics, prices, and terms of sale, as well as information about the Seller of the product.

1.1.18. Notification – an electronic message sent by the Agent to the Seller in the Personal Account, as well as by email. The notification is considered received by the Seller on the date of its dispatch, while the Seller undertakes to regularly check the Personal Account and email. The Agent is not responsible for any negative consequences due to the Seller's untimely familiarisation with the Notifications.

11.1.19. E-mail – the e-mail address specified by the Seller when registering on the Platform.

2. Subject of the Contract

2.1. The Seller entrusts the Agent, and the Agent undertakes to provide the Seller with a set of services for a fee (hereinafter also - agency services, Services) on its behalf, but at the expense of the Seller or on behalf and at the expense of the Seller:

2.1.1. To place on the Website and in the Mobile application the Goods sold by the Seller;

2.1.2. Conclude Transactions with Buyers using the Service on the terms and in the manner provided for by the Public Offer on the conclusion of the purchase and sale agreement.

2.1.3. Accept payment from Buyers for Transactions.

2.1.4. To fulfill the obligations of the Seller established by the Transactions for the return of funds to Buyers.

2.1.5. Other actions provided for by Mandatory Documents.

2.2. The Parties have established that the Transaction with the Buyer is considered concluded by the Agent on his behalf if the Buyer is a legal entity under the concluded Transaction and the Buyer's Order provides for payment of the Goods in cashless form. In all other cases, Transactions with the Buyer are considered concluded by the Agent on behalf of the Seller.

2.3. The Seller authorizes the Agent to perform all necessary actions to execute the order under the Contract.

2.4. The Goods are transferred directly from the Seller to the Buyer, the ownership of the Goods remains in the ownership of the Seller until the sale of the goods to the Buyer (at the time of fulfillment of the obligation to transfer the goods to the Buyer, except in cases of the Client's refusal of the Goods at the time of transfer).

3. General terms of the Agreement

3.1.The obligatory condition of the Contract is unconditional acceptance of and compliance by the Seller to be applied to the relations of the Parties to the Contract requirements and provisions specified in the following documents (the"Mandatory documents"):

3.1.1. Terms of service posted and/or available on the Internet at https://myglobalflowers.com/agency-contracts, https://myglobalflowers.de/agency-contracts and https://myglobalflowers.es/agency-contracts and/or in the Personal Account of the Seller including the responsibility of Seller;

3.1.2. Privacy Policy posted and/or available on the Internet at https://myglobalflowers.com/privacy, www.myglonalflowers.de/privacy, www.myglobalflowers.es/privacy and containing the rules for the provision and use of personal information of the Seller and the Buyer.

3.1.3. Public offer for the conclusion of a purchase and sale agreement - posted and/or available on the Internet at https://myglobalflowers.com/agency-contracts, https://myglobalflowers.de/agency-contracts, and https://myglobalflowers.es/agency-contracts, the Agent's offer to conclude a Transaction containing the mandatory conditions on which the conclusion and execution of Transactions using the Service is carried out.

3.2. The documents required by the Parties specified in clause 3.1 of the Offer form an integral part of the Contract concluded in accordance with this Offer.

3.3. The Seller's order is considered to be duly executed provided that the Agent is provided with the necessary information about the prices of the components (price list) listed on the corresponding page of the Website (Personal Account), including the Seller's complete filling in of the sections provided for describing information about the Seller, legal name, payment details, location address, working hours, etc.

3.4.This Offer contains exhaustive instructions from the Seller to the Agent. The Agent has the right but is not obliged to accept the Seller's tasks and recommendations for their implementation, transmitted to the Agent in addition to the order executed in accordance with the procedure established by this Offer.

4. Acceptance of the Offer and conclusion of the Contract

4.1.Acceptance of this Offer by the Seller creates an Agreement between the Seller and the Agent on the terms of this Offer.

4.2.The acceptance of the Offer is recognized by the Seller in the aggregate of the following actions:

4.2.1. Registration on the Website or in the Mobile Application with the status of "Seller" and provision of complete information about the Seller, including payment details, during such registration;

4.2.2. Filling in the provided sections of the personal account with prices for components for bouquets, goods (price list).

4.3. The Contract is considered concluded from the moment the Agent receives the Acceptance of the Offer.

Seller to third parties, except when these persons act on behalf of

4.4. The Agent has the right to refuse registration without explanation. If the Agent has notified the Seller of the impossibility of registration, the Contract is considered not concluded, and the potential Seller does not become the Seller and is not entitled to perform full or partial performance under the Contract and/or demand recognition of the Contract concluded.

5. Personal account

5.1. The Seller undertakes not to disclose the password from the Seller's Personal Account, and to take all necessary measures to ensure the confidentiality of the password.

5.2. If the Seller has suspicions about the security of his password or the possibility of their unauthorized use by third parties, the Seller must immediately notify the Agent, and then change the password in his Personal Account.

5.3. If the Agent has suspicions about the use of the Seller's Personal Account by a third party or malicious software, the Agent has the right to unilaterally change the Seller's password to the Personal Account.

6. Price and terms of sale of goods

6.1. The seller independently fills in the price list section in his personal account, determines the price of goods and components for bouquets/compositions.

6.2. The Seller has the right to change the minimum selling prices of Goods by changing the prices in the price list posted in the Seller's Personal Account on the Website or by sending the prices to the Agent by email, but no later than 3 (three) working days before the change of this price. In the festive months before the holidays – no later than 7 (seven) working days. The Agent within 7 working days sends the Seller an agreement with the set prices or objections, the price is considered agreed upon from the moment of its approval by both parties.

7. Seller Rating

7.1. The Agent has the right to assign a rating to the Seller based on the volume of his sales on the Site, the turnover of his goods, customer reviews, delays, delivery of low-quality goods, the number of refusals, refunds, claims, as well as other parameters determined by the Agent.

7.2. If the Seller's rating is lowered, the Agent has the right not to transfer Orders received from Buyers to the Seller or terminate the Contract.

8. Rights and obligations of the Parties

8.1. The Agent undertakes:

8.1.1. Execute the Seller's order in full compliance with the Contract, including Mandatory Documents.

8.1.2. Independently and at its discretion to carry out commercial, advertising, and marketing work to attract Buyers of Goods;

8.1.3. Post on the website the offer and all necessary information about the order placement and execution of the Order for the Goods, as well as photos and product description. The artistic design of the photos of the Goods is determined by the discretion of the Agent;

8.1.4. To ensure the functioning of the site around the clock with the provision of an opportunity for potential Buyers to place an Order, aiming to reduce the time of technical breaks for preventive maintenance;

8.1.5. By accepting the offer by the Buyer to conclude contracts for the purchase and sale of Goods at a price not lower than agreed in accordance with clause 6.2. of this Agreement;

8.1.6. Accept and process Customer Orders, including verification of contact details and other Customer information specified in the Order;

8.1.7. Inform the Seller by phone or e-mail the necessary data for the fulfillment of Buyers' orders, including the date of execution of the Buyer's Order, the Recipient's address, the quantity and characteristics of the Goods to be delivered according to the Buyer's Order, as soon as possible after placing the Order;

8.1.8. To participate in payments for Goods, to accept money from Buyers in the manner specified on the website, as well as to take all possible measures to establish the facts of unfair actions when making payments;

8.1.9. Transfer to the Seller the funds due to him within the terms and conditions established by this Agreement;

8.10. Provide the Seller with information about canceled or deferred Orders of Buyers;

8.1.1. Submit to the Seller the agent's reports on the execution of the order (Sale of Goods).

8.1.2. Transfer to the Seller the funds received from Buyers as payment for Transactions in the amount and the manner prescribed by the Agreement.

8.2. The Agent has the right to:

8.2.1. To offer Goods to Buyers and conclude Transactions at a price higher than that indicated by the Seller. The resulting additional benefit is received in full by the Agent.

8.2.2. Require the Seller to provide the necessary information and documents, as well as other assistance to the Agent in performing his duties;

8.2.3. Temporarily suspend the provision of Services under the Contract for technical, technological, or other reasons that prevent their provision, for the time of elimination of such reasons.

8.2.4. Not to start rendering Services or suspend their provision in cases of violation of the deadlines for the provision of information and materials necessary for the provision of services in an appropriate form, unreliability of such information and materials, delay in payment for Services and/or expenses, other cases of full or partial non-fulfillment by the Seller of its obligations and guarantees under the Contract, as well as the presence of circumstances indicating that such performance will not be performed within the prescribed period.

8.2.5. Unilaterally change the terms of this Offer and the Mandatory Documents specified in it by publishing a new version of the offer on the Website, in the manner provided for by this Offer.

8.2.6. Withhold fines and costs from the Seller in accordance with the terms posted on the website https://myglobalflowers.com/agency-contracts, https://myglobalflowers.de/agency-contracts and https://myglobalflowers.es/agency-contracts in the Rules of the service or the Merchant's Personal Account. At the same time, the Seller recognizes the Agent's actions as completely legitimate and has no claims.

8.2.7. Exercise other rights provided for by the current legislation, as well as this Offer, including Mandatory Documents.

8.3. The Seller undertakes:

8.3.1. To properly execute the Transactions concluded by the Agent, to prevent violations of the price of the Goods and the components of the bouquets specified by the Seller, the terms of delivery of the Goods and the discrepancy of the Goods delivered to the Buyer with its description and composition on the Website.

8.3.2. Bear all costs associated with the fulfillment of the Buyer's Order (including the purchase of Goods, storage of goods, transportation costs for delivery);

8.3.3. To verify the information provided to the Agent when executing the order, including the prices indicated in the price lists;

8.3.4. At the request of the Agent, within 3 (Three) working days, provide documents (duly certified copies) confirming compliance with applicable legal requirements.

8.3.5. To offer for sale the Goods and components of bouquets at prices not exceeding the prices indicated by the Seller on other Internet resources.

8.3.6. Monitor the relevance of the assortment and prices set by the Seller for Goods and components for bouquets. Immediately notify the Agent of a change in the assortment of Goods, the absence of a certain type of Goods in stock, a change in the price of Goods; The price of Goods is considered changed, after receiving the Agent's consent to place the changed prices of Goods on the website.

8.3.7. Upon receiving information from the Agent about the conditions of a specific Order, immediately assess the availability of the Goods, the ability to deliver to the specified address at the appointed time, and confirm the possibility of fulfilling the Order on the agreed terms;

8.3.8. Comply with the norms and specific requirements and instructions imposed by the Agent regarding the type, quality, and packaging of Goods delivered by the Seller;

8.3.9. Taking into account the need to preserve and maintain a positive image and reputation of each of the Parties to the Contract, the Seller undertakes to provide a photo report immediately after assembling the bouquet and/or directly at the time of delivery of the Order with the Recipient;

8.3.10. Promptly inform the Agent about changes in any information relevant to him and capable of affecting the Seller's fulfillment of its obligations under this Agreement, including changes in its location, change of sole executive body, the introduction of insolvency (bankruptcy) proceedings against the Seller, decision on reorganization or liquidation, change of contact phone number, email address, etc. The corresponding message is carried out no later than 5 (Five) calendar days from the date of these changes;

8.3.11. Appoint one of the employees responsible for interaction with the Agent for the duration of the Contract and notify the Agent about the change of the responsible person by email, in writing, or by phone, as well as about changes in all operational means of communication for the approval of Orders;

8.3.12. To re-deliver at its own expense in case of the initial delivery of the Goods of unsatisfactory quality, and at the same time to compensate the Agent for the losses incurred by him;

8.3.13. Pay remuneration in the amount stipulated by this Agreement;

8.3.14. Accept Agent Reports;

8.3.15. Not to interfere in the commercial and marketing activities of the Agent to attract buyers of the Goods;

8.3.16. To ensure the confidentiality of personal data about the Buyer.

8.3.17. Resolve claims related to Goods and their delivery sent by the Agent within 24 hours from the date of sending such a claim.

8.3.18. Check the Agent's notifications on the Website (including in the Seller's Personal Account) and at the email address specified by the Seller in the Personal Account during registration, as well as view information about the execution of the Agent's order.

8.3.19. Store and, at the request of the Agent, provide a report on the delivery of the Goods to the Recipient.

8.3.20. Comply with the requirements of the Contract, including Mandatory Documents.

8.3.21. Perform other obligations stipulated by the Contract, including Mandatory Documents.

8.4. The Seller has the right to:

8.4.1. To demand proper performance by the Agent of his obligations under the Contract;

8.4.2. Require the Agent to provide reports on the fulfillment of the Seller's orders;

8.4.3. In accordance with the procedure provided for in this Agreement, change the prices of Goods and components for bouquets. New prices come into force from the moment they are approved by the Agent.

8.4.4. Replace the missing Product or component with another similar Product in the Buyer's Order or exclude it from the Buyer's Order, as well as deliver the Goods at a different time, but only if the Agent agrees to this.

8.4.5. Require the transfer of the funds due to him, received by the Agent from the Buyers of Goods, to his current account and the submission of the Agent's Report within the terms and conditions established by this Agreement;

8.4.6. Submit objections to the Agent on the monthly Report on its activities no later than 5 (Five) working days from the date of sending the Report by the Agent;

8.4.7. Unilaterally refuse to perform the Contract in the cases provided for by this Offer;

8.4.8. Exercise other rights stipulated by the Agreement, including Mandatory Documents.

9. Agency fees and settlements

9.1. The Agent's remuneration for the Services provided under the Contract is 20% (Twenty percent) of the Order value.

9.2. If the Agent has sold the Goods at a higher price than the minimum selling price agreed by the Parties, the additional benefit is the Agent's income.

9.3. All expenses of the Agent for rendering services to the Seller are included in the agency fee and are not additionally compensated by the Seller.

9.4. The Agent's remuneration and additional benefits (if any) are withheld by the Agent from the amounts received by the Agent from Buyers in payment for Transactions. If the payment under the Transaction is made by the Buyer directly to the Seller (for example, in cash upon receipt of the Goods), the agency fee is payable by the Seller to the Agent within 7 (Seven) banking days from the date of invoice by the Agent.

9.5.The Agent transfers the payment received from the Buyers for the Goods to the Seller minus the corresponding agency fee and additional benefit (if any) of the Agent within 30 (Thirty) calendar days from the date of receipt of the agreed reconciliation from the Seller.

9.6. If the Buyer has requested a refund of payment under the Transaction, but such a request has not been satisfied by the Agent, the payment received from the Buyer for the Goods minus the agency fee and additional benefits (if any) is transferred to the Seller within 3 (Three) banking days from the date of the decision to refuse to satisfy the Buyer's claim. In the case that the Buyer has made a claim for the return of payment for the Transaction, and this requirement was met by the Agent received from the Buyer pays for the Goods is reimbursed to the Buyer, the agent, and the Seller in this case, the funds received.

9.7.The payments under the Contract are carried out using specified when placing Order on the Site of the payment services and/or banking details.

10. Agent's Report

10.1. The Agent undertakes to provide the Seller with a report on the execution of the order under the Contract (hereinafter referred to as the "Agency Report") in the form approved by the Agent. The report should include information about the Services rendered, the amount of agency remuneration, as well as the number of funds transferred (to be transferred) by the Agent to the Seller to pay for Transactions.

10.2.The reporting period under the Agreement is a calendar month (hereinafter referred to as the Reporting Period).

10.3.The Parties acknowledge that the information about the services provided by the Agent, the amount of the Agent's remuneration, as well as the number of funds to be transferred to the Seller for Transactions, are indicated in the report based on the data of the Agent's internal accounting system.

10.4.The Agent's report is provided to the Seller in electronic form at the Agent's choice: by e-mail and/or in the Personal Account. The Seller has the right to receive a hard copy of the Agent's Report signed and stamped by the Agent at the Agent's location. At the request of the Seller and his expense, the Agent can make a copy of the Agent's Report on paper and send it by mail to the Seller specified during registration on the Website.

10.5. The Agent is obliged to draw up and send the Agent's Report to the Seller no later than the 30th (Thirtieth) day of the month following the reporting one.

10.6. The Seller is obliged to familiarise himself with the Agent's Report submitted within 5 (Five) days from the date of receipt. If there are comments to the Agent's Report, the Seller is obliged to send reasoned objections to the Agent in writing before the end of the specified period for familiarisation.

10.7. If the Agent does not receive reasoned written objections to the Agent's Report within the prescribed period, the agent's report is considered accepted, and the services are considered rendered in full and with proper quality from the date of the Agent's Report, while the Agent's Report signed by the Agent has full legal force and is considered a confirmation of the proper provision of services under the Contract.

10.8. The Agent's report is the primary accounting document sufficient to confirm the fact of the provision of agency services and the amount of agency remuneration.

11. Guarantees and liability of the parties

11.1. The Agent guarantees the elimination of any failures and errors in the operation of the Service, if they occur during the execution of the Seller's order, as soon as possible.

11.2. With the exception of the guarantee specified in clause 12.1. of this Offer, the Agent does not provide any other express or implied guarantees, including, does not guarantee the uninterrupted and error-free operation of the Site and the Service based on it, the volume of Orders, the integrity of Buyers.

11.3. The Seller guarantees that:

11.3.1. The information provided to the Agent about the Product corresponds to reality, including that the price of the Product indicated on the Website is not higher than the price indicated on other Internet resources on which information about the Product is posted.

11.3.2. The Seller has obtained all the necessary licenses and other permits of authorized state bodies for the sale of Goods by the Seller or that their sale in accordance with the requirements of current legislation does not require a special permit/license/certificate, and has also performed all other actions required by current legislation for the Seller to carry out activities;

11.3.3. The Seller understands and accepts that the Buyer may refuse to receive the Goods and pay for them due to various circumstances, including claims against the delivered Goods or the Buyer's bad faith. The Agent is not responsible for the Buyer's refusal to receive and /or pay for the Goods and any losses of the Seller in connection with such refusal. The payment received by the Agent from the Buyer for the Goods, which the Buyer refused to receive, is returned by the Agent to the Buyer, as a rule, without clarifying the reasons for the refusal and/or their validity.

11.4.The Agent is released from liability for non-fulfillment or improper fulfillment of this Agreement if such violation is the result of the Seller reporting false data about himself, violation of guarantees, or other non-fulfillment or improper fulfillment by the Seller of his obligations under the Agreement.

11.5.The Agent is not responsible for:

11.5.1. any losses of the Seller, regardless of whether the Agent could have foreseen the possibility of such losses, including if the Agent was notified of the possibility of losses.

11.5.2. unauthorized use by third parties of information about the Product, including its images, posted and/or distributed by the Seller using the Website.

11.6. In any case, the Agent's liability is limited to the amount of the Agent's remuneration received by the Agent for the execution of the order (part thereof), which is associated with the occurrence of the Agent's liability.

12. Force majeure circumstances (force majeure)

12.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under the Agreement caused by force majeure circumstances that arose after its conclusion. To such circumstances, in particular, the Parties include natural disasters; natural and industrial disasters; terrorist acts; military actions; civil unrest; adoption by state authorities or local self-government bodies of acts containing prohibitions or restrictions on the activities of the Parties under the Agreement; other circumstances that cannot be foreseen or prevented in advance and make it impossible to fulfill the obligations of the Parties under the Contract.

12.2. Upon the occurrence of force majeure circumstances that prevent the fulfillment of obligations under the Agreement, the period for the Parties to fulfill their obligations is postponed in proportion to the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than 30 (Thirty) calendar days. If force majeure circumstances continue to operate beyond the specified period, or when, upon their occurrence, it becomes obvious to both Parties that they will operate beyond this period, the Contract terminates.

13. Validity period and modification of the Offer

13.1. The Offer comes into force from the moment it is posted on the Agent's Website and is valid until it is withdrawn by the Agent.

13.2. The Agent reserves the right to amend the terms of the Offer and/or withdraw the Offer at any time at its discretion. Information about the change of the offer is brought to the Seller by posting on the Website https://myglobalflowers.com/agency-contracts, https://myglobalflowers.de/agency-contracts and https://myglobalflowers.es/agency-contracts. Information about the withdrawal of the Offer is communicated to the Seller at the Agent's choice by posting on the Agent's Website, in the Seller's Personal Account, or by sending a corresponding notification to the email or postal address specified by the Seller at the conclusion of the Contract or during its execution.

13.3. In case of revocation of the Offer or amendments to the Offer, the latter shall enter into force from the moment the information is communicated to the Seller unless another period for their entry into force is determined by the Offer or additionally with such notification.

13.4. The documents specified in the Offer that are mandatory for the Parties are approved, supplemented, and amended by the Agent at its sole discretion and brought to the Seller's attention in the manner prescribed for notifying the Seller of the change in the Offer.

14. Term of validity, modification, and termination of the Contract

14.1. The Agreement comes into force from the moment of acceptance of the Offer by the Seller and is valid for an indefinite period.

14.2. If the Agent changes the offer during the term of the Agreement, the Agreement is considered valid on the terms of the Offer in the latest version with all Mandatory Documents.

14.3. The Contract may be terminated:

14.3.1. By agreement of the Parties;

14.3.2. If, after changing the offer, the Seller does not agree with the changes proposed by the Agent, the Seller has the right to cancel the Contract by sending a written notification to the Agent or by e-mail to the Seller no later than 3 (Three) days before the expected date of termination of the Contract.

14.3.3. At the initiative of the Agent by the unilateral refusal of its performance in whole or in part in case of violation by the Seller of its obligations or guarantees established by this Offer. Notification of unilateral refusal to perform the contract is sent to the Seller in writing or to the Seller's email no later than 3 (Three) days before the expected date of termination of the Contract. In this case, the Seller is obliged to compensate the Agent for the documented losses caused by such termination of the Contract.

14.3.4. At the initiative of either Party by unilateral refusal to perform it in whole or in part, provided that written notice is sent to the other Party at least 7 (seven) days before the expected date of termination of the Agreement. In this case, the Seller is obliged to pay in full for the Services rendered at the time of termination of the Contract.

14.3.5. On other grounds provided for by the current legislation and this Agreement.

14.4. Financial settlements of the Parties must be made no later than 5 (Five) banking days from the date of termination of the Agreement.

14.5. Partial refusal to perform the Contract may be expressed in the refusal to perform the Contract in part of a certain Product.

14.6. In the case of unilateral refusal to perform the Contract, the latter is considered to have ceased in full or in the relevant part after the expiration of the established time limits for the relevant notification.

14.7. The obligations of the Parties under the Agreement, which by their nature should continue to operate (including, but not limited to, obligations regarding guarantees provided, confidentiality, mutual settlements), remain in force after the expiration of the Contract until the full performance.

15. Terms of Confidentiality

15.1. The Parties agree to keep secret and consider confidential the terms of each concluded Agreement, as well as all information received by one Party from the other Party during the conclusion and execution of such Agreement (hereinafter referred to as "Confidential Information"), and must not disclose, disclose, make public or otherwise not provide such information to any third party without the prior written permission of the Party transmitting this information.

15.2. Each of the Parties will take all necessary measures to protect Confidential Information with at least the same degree of care with which it protects its Confidential Information. Access to Confidential Information will be provided only to those employees of each of the Parties who reasonably need it to perform their official duties to fulfill the Contract. Each of the Parties will oblige such of its employees to assume the same obligations to ensure the safety of Confidential Information that is provided for in this Offer concerning the Parties.

15.3. The processing of the Seller's personal data (if any) is carried out in accordance with the Agent's Privacy Policy.

15.4. The Agent has the right to request additional information, such as photocopies of identity documents, registration certificates, constituent documents, or credit cards if it is necessary to verify the data about the Seller or to prevent fraud. If such additional information is provided to the Agent, then its use and protection are carried out in accordance with the terms of this Offer.

15.5. The obligation to keep Confidential Information confidential is valid for the duration of the concluded Agreement for 5 (Five) years after its termination, unless otherwise agreed by the Parties separately.

16. Agreement on the analog of a handwritten signature

16.1. The Parties have the right to use a facsimile reproduction of the signature or a simple electronic signature when concluding the Contract, executing Orders, as well as sending notifications under the Contract.

16.2. It is allowed to exchange documents between the Parties by email. At the same time, the documents transmitted in this order have full legal force, provided that there is a confirmation of the delivery of the message including them to the recipient.

16.3. When the Parties use email, the electronic document sent with its help is considered to be signed with a simple electronic signature of the sender created using his email address.

16.4. In the case of using e-mail to send an electronic document, the recipient of the electronic document determines the person who signed such a document by the e-mail address used by him.

16.5. In case of conclusion of the Contract by the Seller who has passed the registration procedure on the Website, the procedure for applying a simple electronic signature by the Parties is also regulated by the Rules of the service concluded by the Seller during registration.

16.6. By agreement of the Parties, electronic documents signed with a simple electronic signature are recognized as equivalent to paper documents signed with a handwritten signature.

16.7. Any actions performed using a simple electronic signature of a Party are considered to be committed by such a Party.

16.8. The Parties undertake to respect the confidentiality of the electronic signature key. In particular, the Seller does not have the right to transfer his login and password or provide access to his email to third parties, and is fully responsible for their safety and individual use, independently choosing the method of storing them and restricting access to them.

16.9. In case of unauthorized access to the login and password, their loss, or disclosure to third parties, the Seller is obliged to immediately notify the Agent by sending an email from the email address indicated on the Website.

16.10. In case of loss or unauthorized access to the e-mail address indicated by the Seller on the Website, the Agent is obliged to immediately replace such an address with a new one and inform the Agent about this fact by sending an e-mail from the new email address.

17. Final provisions

17.1. Disputes under this Offer and/or the Agreement are resolved in a preliminary claim procedure. If the Parties fail to reach an agreement, disputes are subject to consideration in court.

17.3. Any notices and documents under the Agreement, unless otherwise provided by the Offer, may be sent by one Party to the other Party: 1) by e-mail a) to the e-mail address specified in this agreement or the Seller's personal account 2) sending an electronic notification to the Seller in the Personal Account; 3) by mail with a delivery notification or courier service

17.4. If one or more provisions of this Offer or Agreement are for any reason invalid, unenforceable, such invalidity does not affect the validity of any other provisions of the Offer or Agreement that remain in force.

17.5. Without contradicting the terms of this Offer, the Parties have the right at any time to issue the concluded Agency Agreement in the form of a written document expressing the content of the Offer valid at the time of its execution, the Mandatory Documents specified in it and the executed Order.

18. Agent's details

Agent:

Flomarket Limited

Address: Tech Plaza, 34 Tai Yau Street, San Po Kong, Kowloon, Hong Kong

Re.No.3195513


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