Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (individually or on behalf of an entity) and Ebenware (Pty) Ltd ("Ebenware", "we", "us", or "our"), trading as Flowmerce, governing your access to and use of the flowmerce.co.za website and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

These Terms are governed by the laws of the Republic of South Africa. You must be at least 18 years old and legally capable of entering into binding contracts to use the Service.

2. Service Description

Flowmerce provides a cloud-based Software-as-a-Service (SaaS) platform designed to help South African e-commerce sellers:

• Upload and parse marketplace reconciliation files (initially Takealot, with planned expansion)
• Automatically identify claimable items based on order statuses and conditions
• Generate professional invoices for reimbursement claims
• Track revenue recovery and claim history
• Manage marketplace connections and business data

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Service.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide truthful and accurate registration information
• Maintain and update your information to keep it current
• Use the Service only for lawful business purposes
• Not create an account using false identity or information
• Not create multiple accounts without authorization

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to:

• Use a strong, unique password
• Not share your password with others
• Notify us immediately of any unauthorized access or security breach
• Be responsible for all activity that occurs under your account

3.3 Business Accounts and Teams

If you create an account on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms. Account owners are responsible for managing team member access and actions taken by team members.

4. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload fraudulent, false, or misleading information
• Submit false claims or invoices to marketplaces
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Attempt to gain unauthorized access to any part of the Service
• Use automated systems (bots, scrapers) without explicit permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Transmit viruses, malware, or malicious code
• Collect or harvest user data without consent
• Resell or redistribute the Service without authorization
• Use the Service to compete with Flowmerce or develop competing products

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account.

5. User Content and Data

5.1 Your Content

You retain all ownership rights to the content, data, and files you upload to the Service ("Your Content"), including reconciliation files, invoices, and business information. By uploading Your Content, you grant us a limited, non-exclusive license to store, process, and display Your Content solely to provide the Service.

5.2 Content Responsibility

You are solely responsible for Your Content and represent that:

• You own or have necessary rights to upload and use Your Content
• Your Content is accurate and not fraudulent or misleading
• Your Content does not violate any laws or third-party rights
• Your Content does not contain confidential information belonging to others

5.3 Data Processing

We will process Your Content in accordance with our Privacy Policy and applicable data protection laws, including POPIA. We implement appropriate security measures to protect Your Content but cannot guarantee absolute security.

5.4 Data Backup and Recovery

While we maintain regular backups, you are responsible for maintaining your own copies of Your Content. We are not liable for any loss, corruption, or deletion of Your Content.

6. Intellectual Property Rights

6.1 Our IP

The Service, including its design, features, functionality, software, code, logos, trademarks, and content (excluding Your Content), is owned by Flowmerce and protected by South African and international copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the Service without our written permission.

6.2 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, worldwide, royalty-free license to use and incorporate such feedback into the Service without compensation or attribution.

7. Subscription Plans and Payment

7.1 Free Plan

We currently offer a free plan with access to core features. We reserve the right to modify, limit, or discontinue the free plan at any time with reasonable notice.

7.2 Paid Plans (Future)

When paid subscription plans become available:

• You agree to pay all fees according to the selected plan
• Fees are billed in advance on a recurring basis (monthly or annually)
• All fees are non-refundable unless required by law
• We may change pricing with 30 days' advance notice
• Failure to pay may result in service suspension or termination

7.3 Taxes

All fees are exclusive of applicable taxes (including VAT). You are responsible for any taxes arising from your use of the Service.

8. Service Availability and Support

8.1 Uptime

We strive to maintain high availability but do not guarantee uninterrupted or error-free service. The Service may be unavailable due to maintenance, upgrades, or circumstances beyond our control.

8.2 Support

We provide email support to all users. Response times vary based on issue complexity and support volume. Paid plans (when available) may receive priority support.

9. Disclaimers and Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Guarantees of accuracy, reliability, or completeness of results
• Guarantees that the Service will meet your requirements or be error-free
• Guarantees that claims generated using the Service will be approved by marketplaces

Important: Flowmerce is a tool to assist with identifying and processing claims. You are solely responsible for verifying the accuracy of all information, reviewing claims before submission, and complying with marketplace policies. We do not guarantee that any claim will be approved or result in reimbursement.

You acknowledge that marketplace policies, claim procedures, and acceptance criteria are determined by the marketplaces (e.g., Takealot), not by Flowmerce.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY SOUTH AFRICAN LAW, EBENWARE (PTY) LTD AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, consequential, punitive, or special damages
• Lost profits, revenue, data, or business opportunities
• Damages resulting from rejected claims or marketplace decisions
• Errors, omissions, or inaccuracies in automatically detected claimable items
• Service interruptions, delays, or data loss
• Unauthorized access to or alteration of Your Content
• Third-party conduct or content

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (a) THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (b) ZAR 1,000.

Some jurisdictions do not allow certain warranty disclaimers or limitations of liability. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

11. Indemnification

You agree to indemnify, defend, and hold harmless Ebenware (Pty) Ltd and its affiliates, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Your Content or any claims submitted to marketplaces
• Disputes with other users or third parties

12. Termination

12.1 By You

You may terminate your account at any time by contacting support or using account settings. Termination does not entitle you to any refunds.

12.2 By Us

We may suspend or terminate your account immediately without notice if:

• You violate these Terms or our Acceptable Use Policy
• You engage in fraudulent or illegal activity
• Your account remains inactive for an extended period
• We are required to do so by law
• Continued provision of the Service poses a security risk

12.3 Effect of Termination

Upon termination, your right to use the Service immediately ceases. We will delete Your Content within 90 days unless retention is required by law. Sections that should survive termination (including liability limitations, indemnification, and dispute resolution) will remain in effect.

13. Third-Party Services and Links

The Service may integrate with or contain links to third-party services, websites, or content (e.g., marketplace portals, payment processors). We do not control, endorse, or assume responsibility for third-party services.

Your use of third-party services is governed by their respective terms and privacy policies. We are not liable for any damages or losses arising from third-party services.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles.

14.2 Dispute Resolution

In the event of any dispute arising from these Terms or the Service, the parties agree to first attempt to resolve the dispute through good faith negotiations for a period of 30 days.

14.3 Jurisdiction

If negotiations fail, you agree that any legal action or proceeding shall be brought exclusively in the courts of South Africa, and you consent to the jurisdiction and venue of such courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Flowmerce regarding the Service and supersede all prior agreements.

15.2 Changes to Terms

We may update these Terms periodically. We will notify you of material changes via email or prominent notice on the Service at least 30 days before the changes take effect. Continued use of the Service after changes constitutes acceptance of the updated Terms.

15.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15.5 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms without restriction.

15.6 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, acts of government, or internet/telecommunications failures.

16. Contact Information

If you have questions about these Terms or the Service, please contact us: