Definitions

In this Terms and Conditions, unless otherwise expressly provided or unless the context otherwise requires, the following capitalised terms shall have the respective meanings set forth below.

Administrator means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to approve and verify expense reports, approve virtual card requests, add employees, set expense policies, budgets, and can add or modify the organisation’s settings.

Affiliate means, in relation to a party, a subsidiary or a holding company of that Party, or any subsidiary of the holding company and all of its subsidiaries.

Applicable laws means all laws in force and effect as of the date hereof and which may be enacted or brought into force and effect hereinafter in the applicable Territory, including statutes, rules, regulations, directions, bye-laws, notifications, ordinances and judgments having force of law, or any final interpretation by a court of law having jurisdiction over the matter in question as may be in force and effect during the subsistence of these Terms

AML/CFT laws means any Applicable Laws concerning anti-money laundering or combating the financing of terrorism which impose KYC and CDD obligations or other procedures for the mitigation of money laundering and financing of terrorism.

Auditor means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to view expenses, virtual card requests, reports and payments.

Registered employee means a person registered as an employee by a F4B Merchant on its Flow Account as a designated Spender, Verifier, Payment Processor, Finance Officer, Administrator or Auditor.

CDD means Customer Due Diligence.

Card information means information about a Virtual Card including card name, the type and/or number of Cards, the Card numbers, the personal identification number(s), expiry dates and verification values (CVV2/CVC2).

Card transaction means a payment transaction initiated with the Virtual Card.

Expense payments means payment made by a F4B Merchant to its Registered Employee as reimbursement for expenses made for and on behalf of the F4B Merchant.

F4B administrator means a user account designated as such on the F4B Platform with an authorisation level that permits the Registered Employee to facilitate reimbursements for approved expense claims,and create virtual cards for employees.

F4B platform means the computer software including this website, mobile application or any other digital platform that are proprietary or licensed to Flutterwave or its Affiliates from time to time and utilised by Flutterwave to authorise payments for F4B Merchants.

F4B merchant means a client of Flutterwave that uses the F4B Platform to sell goods and services to its customers.

F4B terms means the terms and conditions of the F4B Platform, as the same may be amended from time to time by Flutterwave, at its sole discretion. The latest version of the F4B Terms is published at.

Finance officer means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to process payments and virtual card transactions.

Flow account means an account on the Flow Platform created by You and through which You have access to the Flow Product.

Flow platform means the computer software including this website, mobile application or any other digital platform that are proprietary or licensed to Flutterwave or its Affiliates from time to time and utilised by Flutterwave to provide the Flow Product.

Flow product means the expense management tool provided to You by Flutterwave via the Flow Platform which provides You with a mechanism to reimburse Your Registered Employees via Expense Payments, record reports of Your Registered Employees’ expenses, and make subscription payments via Virtual Cards in accordance with these Terms.

Force majeure means unforeseeable circumstances where the performance of Flutterwave’s obligations under the Agreement is not reasonable or practical. Such circumstances include natural calamities, accidents, fires, public disorders, walkouts, revolutions, hostilities, legislative acts, government orders and directives of the authorities, inaccuracy, unreliability, or unsuitability of the contents of the Flow Platform which directly or indirectly prohibit the types of business stipulated herein, as well as any other circumstances beyond Flutterwave’s reasonable control.

Intellectual property rights means patents, rights to inventions, copyright and related rights, rights in software, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world relating to the business of the Flutterwave.

KYC means Know-Your-Customer.

Live mode means the status of being accredited for live transactions on the F4B Platform following satisfaction of all prerequisites set by Flutterwave including completion of KYC procedures and pre-go live UAT tests.

Owner means the user account of the F4B Merchant on the F4B Platform, designated as such and with an authorisation level that permits the user account to have full control over their Flow account.

Payment processor means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to process payments.

Spender means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to create expense requests, reports and virtual card requests.

Terms means the terms and conditions set out in this document titled as such, as the same may be amended from time to time by Flutterwave, at its sole discretion. The latest version is always available at [*].

Territory means all countries Flutterwave is licensed to operate

Third party providers means the third party(ies) providing or hosting contents, products and/or services relating to the Flow Product including but not limited to partner financial institutions, cloud service providers, technical services providers etc.

Transaction means any payment transaction such as Card Transactions or Expense Payments.

UAT means user acceptance testing.

User means the F4B Merchant or Registered Employees.

Verifier means a Registered Employee designated as such on the Flow Platform with an authorisation level that permits the Registered Employee to verify expense reports.

Virtual card means a USD- denominated card in electronic form, issued pursuant to the provision of the Flow Product, for the purpose of purchasing goods or services, on behalf of an F4B Merchant; and

You/Your refers to you as a F4B Merchant.

Introduction

The Flow Product is an all-in-one expense management tool that enables F4B Merchants to process employee reimbursements, vendor management and subscription payments via virtual cards.

Amendments

We may update these Terms from time to time for legal or regulatory reasons or for the proper operation of the Flow Platform. Any changes will be notified to You via the e-mail address provided by You on registration or via a suitable announcement on the Flow Platform. The changes will apply to the use of the Flow Platform after we have given notice. If You do not wish to accept the new terms You should not continue to use the Flow Platform . If You continue to use the Flow Platform after the date on which the change comes into effect, Your use of the Flow Platform indicates Your agreement to be bound by the new terms.

Registration requirements

To be eligible to access the Flow Product, You must be a registered F4B Merchant on Live Mode. You may apply for access to the Flow Product using the link here.

When a Registered Employee is added to Your Flow Account, we may require You to provide and/or confirm information and documentation that will allow us identify the relevant Registered Employee such as;

• name
• title
• email address
• date of birth
• mobile device number
• such other information and documentation that we may require from time to time in accordance with AML/CFT Laws and our internal risk assessment policies.

If we approve the registration of Your Registered Employee, You will be authorised to use the Flow Product, subject to these Terms.

User management and transaction procedure

User Management

• Any Spender may initiate requests for Expense Payments via the Flow Product.
• Upon the creation of a request for Expense Payment, the request shall be verified, extracted for payment and processed on the Flow Platform by the Registered Employees designated as Verifiers, Payment Processors and Finance Officers as the case may be.
• When a request for an Expense Payment has been processed, user accounts designated as an Owner or F4B Administrator on the F4B Platform may confirm and finally authorise the request for Expense Payment.
• Upon final confirmation and authorisation of the request for Expense Payment on the F4B Platform, Flutterwave will facilitate payment of the approved sum to the designated bank account of the Registered Employee that initiated the request for Expense Payment.

Virtual Cards

• A Spender may initiate requests for a Virtual Card via the Flow Product.
• Upon the creation of a request for a Virtual Card, the request shall be verified and approved on the Flow Platform by the Registered Employees designated as Verifiers, Payment Processors and Finance Officers as the case may be.
• Upon final confirmation and authorisation of the request for a Virtual Card on the F4B Platform, Flutterwave will facilitate issuance of the requested Virtual Card.
• When a request for Virtual Card has been verified and approved on the F4B Platform, user accounts designated as an Owner or F4B Administrator on the F4B Platform may confirm and finally authorise the issue of the requested Virtual Card.
• When a Virtual Card is issued, the Registered Employee whose request was approved in respect of the Virtual Card will be able to access the Card Information for the purpose of making online Card Transactions for and on Your behalf.

Use of the flow product

Users must follow reasonable instructions which we issue or publish on our Flow Platform from time to time which are intended to help You to safely use the Flow Product.

It is Your responsibility to block and/or restrict a Registered Employee’s access or use to the Virtual Cards at Your will or at the termination of Your business engagement with the Registered Employee.

It is Your responsibility to remove Registered Employees at Your will or at the termination of Your business engagement with these individuals.

Users agree to promptly notify Us of any change in their User Information by updating their information on the Flow Platform.

You must report all unauthorized, erroneous and disputed Card Transactions to Flutterwave immediately.

If Flutterwave has a reason to believe that there is likely to be a breach of security or misuse of a Virtual Card, We may require Users to change their password or We may suspend Users’ access to the Flow Product.

Users must only use the Flow Product for the F4B Merchant’s internal business purposes only.

Users must not use the Flow Service in connection with illegal activity including but not limited to money-laundering, fraud, and the funding of terrorist organizations. If we reasonably believe any User is using the Flow Product in connection with illegal activity or for any fraudulent purpose, or is permitting a third party to do so, we shall report the User to the appropriate legal authorities.

When using the Flow Product, a User must do the following;

• comply with these Terms as well as any Applicable Laws, rules or regulations;
• provide confirmation of any information You provide to us, including proof of identity;
• co-operate in any investigation that we reasonably carry out, or that is carried out by any law enforcement agency, government agency or regulatory authority;
• not provide false, inaccurate, or misleading information; and
• not use an anonymising proxy.

Provided it would not be unlawful for us to do so, and it would not compromise reasonable security measures, we will contact You by phone or email if there is an actual or suspected fraud affecting Your use of the Flow Product, a security threat affecting the Flow Product.

Users hereby authorise Us to share, receive, and use data/information collected from their use of the Flow Product with our Affiliates or Third-Party Providers in order to provide the Flow Product to you or improve our Services.

Nothing in these Terms or in any information provided by Flutterwave as part of the Flow Product covered by these Terms is intended to be, nor should it be construed to be, legal or other advice. Users must consult their own professional advisers as to the effect of laws which may apply to their use of the Flow Product.

Account security and card information security

When a User registers on the Flow Platform as a Registered Employee, the User will be asked to create a password; to prevent fraud, the User must keep this password confidential and must not disclose it or share it with anyone. If a User knows or suspects that someone else knows their password, they should notify Us by contacting flow-support@flutterwavego.com immediately.

Flutterwave will not be liable for unauthorised transactions or activities resulting from a User’s disclosure of their login credentials on the Flow Platform.

You and Your Registered Employees must keep Card Information of all Virtual Cards confidential and take all reasonable steps to protect the confidentiality of the Card Information.

Flutterwave will not be liable for unauthorised Card Transactions resulting from the unauthorised use or access to the Virtual Cards or the failure to implement reasonable data security measures by You or the Registered Employee.

In the event that You authorise any person to manage the Flow Account on Your behalf, this shall be at Your sole risk and Flutterwave shall not be liable to You in any way for any loss or liability arising from use by such person.

Availability of the flow product

Although we aim to offer Users the best service possible, we make no promise that the Flow Product will meet all of a Users’ requirements. We cannot guarantee that the Flow Product will be fault-free. If a fault occurs with the Flow Product, Users should report it to flow-support@flutterwavego.com and We will attempt to correct the fault as soon as We reasonably can.

A Users’ access to the Flow Product may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

Limitation of liabilities and disclaimer

THE FLOW PRODUCT AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE FLOW PLATFORM ARE PROVIDED BY FLUTTERWAVE ON AN 'AS IS' AND 'AS AVAILABLE BASIS', UNLESS OTHERWISE SPECIFIED IN WRITING. FLUTTERWAVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE FLOW PRODUCT, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE FLOW PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING. USERS EXPRESSLY AGREE THAT THEIR USE OF THE FLOW PRODUCT IS AT THEIR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY LAW, FLUTTERWAVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FLUTTERWAVE DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE FLOW PLATFORM, OR ELECTRONIC COMMUNICATIONS SENT BY FLUTTERWAVE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, FLUTTERWAVE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE FLOW PRODUCT, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE FLOW PLATFORM, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

Users understand that Flutterwave cannot and does not guarantee or warrant that files available for downloading from the internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. Users are responsible for implementing sufficient procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output, and for maintaining a means external to this Flow Platform for the reconstruction of any lost data. Flutterwave does not assume any responsibility or risk for a Users’ use of the internet.

FLUTTERWAVE, IT’S SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, EVEN IF FLUTTERWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity

Users will indemnify and hold Flutterwave, its Affiliates, Third Party Providers (and their employees, agents, officers, directors, and contractors) (the “Indemnified Parties”) harmless from any breach of these Terms by Users, including any use of content other than as expressly authorised in these Terms. Users agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorised use, and Users agree to indemnify the Indemnified Parties against any and all resulting loss, damages, judgments, awards, costs, expenses and attorney fees in connection therewith. Users will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of the Users’ use of the information accessed from the Flow Platform.

Termination and suspension of access

The termination of a User’s access to the Flow Product shall not affect or prejudice any rights or obligations which have accrued or arisen under these Terms prior to the time of termination and such rights and obligations shall survive the termination of these Terms.