VAT Terms

1. Designated Affiliate.

For sales of inventory located in the United Kingdom (UK) or the European Union (EU) to consumers located in the UK or EU, Flow’s designated affiliate shall be Flow Commerce Limited, a private company limited by shares, with its registered address at 2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland, with a VAT number of IE 3438168MH (“Flow Ireland”). Flow Ireland may be the buyer and seller of other goods located in the UK or EU, as Flow so determines in its sole discretion.‍

2. Taxes.

‍a.     Client shall provide Flow it’s VAT number and agrees that it shall immediately notify Flow if Client (i) de-registers in the UK or in any EU jurisdiction, (ii) ceases to be a going concern, or (iii) becomes registered under a new VAT number. Flow reserves the right to charge Client any applicable unbilled VAT if Client provides a VAT registration number that is determined to be invalid.

b.     For those transactions whereby Client is directing the transport logistics, Client shall be deemed Flow’s subcontracted service provider for all purposes relating to such transport.

c.     The parties acknowledge that the sale transaction between Client and Flow for the sale of goods originating in the UK or EU is a VAT-able transaction, and may require Flow to remit VAT to Client. The parties agree that, subject to Section 3 below (“Self-Billing Agreement”), Flow shall provide the invoices for these sale transactions in Console. The parties shall work together to ensure that all documentation is provided as may be necessary for the taxing authorities, whether in the UK, the EU, or otherwise. Each party is obliged to ensure to the best of its ability to maintains and keeps their own full, complete, correct and up-to-date records, invoices and other documents appropriate or required by them for their own tax purposes.

d.     For each transaction where the customer is located outside of the EU, Flow shall take title on the high seas and no VAT shall be due (i.e., it shall be zero-rated) between Flow and Client.

e.     For each transaction where the customer is located in the EU (other than the UK), Flow Ireland shall take title in the country of destination.

3. Self-Billing Agreement.

‍a.     Client (i.e., the supplier of goods) hereby agrees to permit Flow (i.e., the self-billee) to provide the invoicing (i.e., self-bill) for the sales transactions utilizing the Flow Solution that originate in the UK or the Netherlands (the “Applicable Self-Bill Sales”). Other jurisdictions may be added by additional written agreement, email sufficing.

b.     Client agrees that it shall not create or provide VAT invoices for the Applicable Self-Bill Sales, and Client further agrees to accept all self-bill invoices from Flow for the Applicable Self-Bill Sales.

c.     This Self-Billing Agreement shall commence as of the date set forth in this Section 2, and shall terminate at the end of the Subscription Term, unless otherwise terminated by the parties pursuant to written agreement.

d.     Flow agrees that it shall immediately notify Client if Flow (i) de-registers in the UK or in any EU jurisdiction, (ii) ceases to be a going concern, or (iii) becomes registered under a new VAT number. Additionally, Flow agrees to promptly notify Client in the event that Flow delegates the self-billing responsibilities to a third party.

4. Miscellaneous.

‍a.      Both parties will abide by the primary VAT law of the Irish Value-Added Tax Consolidation Act 2010 and related VAT regulations.

b.      Flow will share Client information and/or customer information with government authorities if Flow is required to do so by law.