Terms and conditions

ART 1Definitions

Flowdesk

Flowdesk V.O.F., established in Utrecht, the Netherlands, registered in the commercial register under number  .

Client

The business that enters into an agreement with Flowdesk to purchase services.

Services

Handling customer questions, returns and payment disputes, the reporting on them and access to the dashboard.

Ticket

Each individual customer contact taken into handling by Flowdesk, regardless of the channel it arrives on.

Dispute

A payment dispute or chargeback at a payment provider, including PayPal, Klarna, Stripe and Mollie.

Dashboard

The online environment in which the Client views the status of tickets, disputes and results.

ART 2Applicability

1. These terms apply to every offer, every engagement and every agreement between Flowdesk and the Client, and to all subsequent engagements arising from them.
2. Any general terms of the Client, under whatever name, are expressly rejected and do not apply, unless Flowdesk has accepted them in writing.
3. Deviations from these terms apply only where Flowdesk has confirmed them in writing, and solely for the agreement to which that confirmation relates.
4. If a provision is void or inapplicable, the remaining provisions continue to apply in full. The parties will then replace that provision with a valid one that comes as close as possible to its intent.

ART 3Offer and agreement

1. An offer from Flowdesk is without obligation and valid for thirty days, unless it states a different period.
2. The agreement is formed when the Client accepts the offer in writing or by email, or when Flowdesk begins performance with the Client's consent.
3. Obvious errors or typing mistakes in an offer do not bind Flowdesk.
4. Flowdesk works exclusively for businesses. No agreement is entered into with consumers.

ART 4The services

1. Flowdesk handles customer contact on behalf of and under the name of the Client. Depending on the agreement this includes:
   • answering customer questions by email, WhatsApp Business, contact form and social channels;
   • handling return requests within the Client's returns policy;
   • preparing, filing and following up disputes at payment providers;
   • communication with the Client's suppliers or sourcing agent;
   • monthly reporting and access to the dashboard.
2. Flowdesk determines how and by which staff the services are performed, observing the Client's instructions and policies.
3. Flowdesk may engage third parties in performance. Flowdesk remains responsible for the quality of the work delivered.
4. Flowdesk acts within the mandate granted by the Client. For decisions outside that mandate, including granting compensation above an agreed amount, Flowdesk asks for permission in advance.
5. Any response and turnaround times stated apply on business days and are targets, unless the parties have agreed a service level in writing.

ART 5Rates and invoicing

1. All rates are in euros and exclusive of VAT, unless stated otherwise.
2. Invoicing is per ticket taken into handling in the relevant period, at the agreed rate. Where a tiered rate applies, the rate matching the volume achieved is used.
3. Flowdesk invoices monthly in arrears. Payment is due within fourteen days of the invoice date.
4. The record of tickets and disputes in the Flowdesk dashboard is the basis for invoicing. The Client may object to a specification in writing within fourteen days of the invoice date.
5. On late payment the Client is in default without further notice and owes the statutory commercial interest, plus extrajudicial collection costs.
6. If payment is still not made after a written reminder, Flowdesk may suspend the services. Flowdesk will notify the Client at least five business days beforehand, so that customer contact can be taken over.
7. Flowdesk may adjust its rates annually. A change is announced at least one month in advance. On an increase of more than five percent the Client may terminate the agreement as of the date the change takes effect.

ART 6Term and termination

1. The agreement is entered into for an indefinite period, unless agreed otherwise.
2. Either party may terminate the agreement in writing or by email with one full calendar month's notice, always as of the end of a calendar month. If a party gives notice during March, for example, the agreement ends on 30 April.
3. Flowdesk may terminate the agreement with immediate effect if the Client is declared bankrupt, applies for suspension of payments, or acts in breach of laws and regulations.
4. On termination Flowdesk hands over open tickets and disputes carefully and supplies an export of the relevant data. Flowdesk may charge the costs actually incurred if the handover requires more than limited effort.
5. Access to the dashboard ends thirty days after the final day of the agreement.

ART 7Obligations of the Client

1. The Client provides everything Flowdesk needs, on time and in full, including access to the mailbox, WhatsApp Business, payment providers and store environment, and up-to-date information on products, delivery times, warranty and returns policy.
2. The Client warrants that it is authorised to grant this access and that the policies and information provided are accurate and lawful.
3. The Client reports changes to products, delivery times, prices or policies as soon as possible. Flowdesk is not responsible for the consequences of answers based on outdated information.
4. The Client remains responsible for its own obligations towards customers, including delivery, warranty, the statutory right of withdrawal and issuing refunds.
5. Delay caused by the Client not providing required information or access on time is not for the account of Flowdesk.

ART 8Outcome and effort

1. Flowdesk performs the services as a diligent contractor, on a best-efforts basis.
2. Flowdesk gives no guarantee as to the outcome of an individual dispute or chargeback. That decision rests with the payment provider or the bank, not with Flowdesk.
3. Figures on results previously achieved, including any stated win rate on disputes, are based on historical data across all cases handled and are not a commitment for any individual case.
4. Flowdesk does not provide legal advice and does not act as a representative in legal proceedings.

ART 9Personal data and the GDPR

1. In performing the services Flowdesk processes personal data of the Client's customers. The Client is the controller and Flowdesk is the processor within the meaning of the General Data Protection Regulation.
2. The parties record the processing in a data processing agreement, which forms an integral part of the agreement. In the event of conflict, the data processing agreement prevails over these terms.
3. Flowdesk processes personal data solely for performing the engagement, takes appropriate technical and organisational measures, and grants access only to staff who need it for their work.
4. Flowdesk informs the Client without undue delay of a data breach affecting the Client's data, and provides reasonable cooperation with data subject requests and with accountability towards the supervisory authority.
5. After the agreement ends Flowdesk deletes or returns the personal data, unless a statutory retention obligation requires otherwise.

ART 10Confidentiality

1. The parties keep confidential all confidential information they receive from each other under the agreement, including customer data, revenue figures, margins, suppliers, rates and working methods.
2. This obligation continues after the agreement ends.
3. Flowdesk may use the Client's name and logo as a reference only after the Client has given written permission. That permission may be withdrawn at any time.

ART 11Intellectual property

1. All rights to the dashboard, the workflows, templates, reporting models and other materials developed by Flowdesk remain with Flowdesk. The Client receives a non-exclusive right of use for the duration of the agreement.
2. The Client's content and trademark rights remain with the Client. Flowdesk uses them only to perform the engagement.
3. Flowdesk may use anonymised and aggregated data to improve and benchmark its services, provided that data cannot be traced back to the Client or its customers.

ART 12Liability

1. Flowdesk is liable only for direct damage resulting from an attributable failure to perform the agreement.
2. Liability per event is limited to the amount the Client paid Flowdesk in the three months preceding the event, and in aggregate to a maximum of EUR 10.000 per calendar year.
3. Flowdesk is not liable for indirect damage, including lost profit, lost revenue, reputational damage, loss of customers and damage from lost disputes or granted chargebacks.
4. Flowdesk is not liable for damage arising from incorrect or incomplete information from the Client, from outages or policy changes at payment providers or other external parties, or from the Client failing to meet its own obligations towards customers.
5. The limitations in this article do not apply in the event of intent or wilful recklessness on the part of Flowdesk.
6. A claim lapses if the Client has not notified Flowdesk of it in writing within twelve months of discovering the damage.

ART 13Force majeure

1. Force majeure exists in circumstances beyond the control of Flowdesk, including internet or telecom outages, failures at hosting providers or payment providers, cyberattacks, power cuts, government measures and prolonged illness of several staff at once.
2. During force majeure the obligations are suspended. If the situation lasts longer than thirty days, either party may terminate the agreement in writing without being liable for damages.

ART 14Complaints

1. The Client reports complaints about the services within fourteen days of them arising, to its dedicated point of contact at Flowdesk or via info@flowdeskagency.com.
2. Flowdesk responds substantively within five business days and makes every effort to reach a solution together.
3. A complaint does not suspend the payment obligation.

ART 15Changes to the terms

1. Flowdesk may amend these terms. A change is announced by email at least thirty days before it takes effect.
2. If a change is not purely minor and the Client does not accept it, the Client may terminate the agreement as of the date the change takes effect.

ART 16Governing law and disputes

1. The agreement and these terms are governed exclusively by Dutch law. This English text is a translation provided for convenience; in the event of any discrepancy the Dutch version prevails.
2. The parties first discuss a dispute between themselves. If that does not lead to a solution within thirty days, the dispute is submitted to the competent court of the District Court of Midden-Nederland, Utrecht location.