AGB

DIESE NUTZUNGSBEDINGUNGEN BEZIEHEN SICH AUF FLOWERPLACE.EU, DEFINIERT ALS GROSSHANDELS-GESCHÄFTS-GESCHÄFTS-TRANSAKTIONSPLATTFORM. DAHER WERDEN VERBRAUCHERTRANSAKTIONEN NICHT UNTERSTÜTZT ODER DURCH DIE INTERNET-VERBRAUCHERSCHUTZGESETZE UNTERSTÜTZT.

Terms of Service

BY USING THE SERVICE YOU ARE UNCONDITIONALLY APPROVING, TO THE EXCLUSION OF OWN TERMS AND CONDITIONS WHERE THEY MAY CONFLICT, THE TERMS AND SERVICE (“TOS”) OF FLOWERPLACE, A TRADE NAME OF PROJECT F. PROJECT F IS A LIMITED LIABILITY COMPANY (IN DUTCH: BESLOTEN VENNOOTSCHAP) REGISTERED UNDER THE LAW OF THE NETHERLANDS IN THE HAGUE UNDER THE (Chamber of Commerce) REGISTRATION NUMBER 69052077 HEREINAFTER REFERRED TO AS Flowerplace)

 

1. Introduction

The terms and conditions as described in these Terms of Service apply to any User of the Services, whether it is for a paid subscription or a trial. These Terms of Service form together with the Order Form and the Data Processing Agreement the Service Contract.

 

2. Definitions and Interpretations

In these Terms of Service we use capitalized words which shall have the following meaning:

Goods - means any physical, tangible item.

Order - means the request of a Retailer to purchase a Good on the Platform, in the context of this document an Order does not have to be confirmed by the Supplier.

Flowerplace - Flowerplace  is a trade name of Project F B.V., a limited liability company (Besloten Vennootschap) registered under the with the Dutch Chamber of Commerce under registration number 69052077.

Order Form - means the order form or any other confirmation in writing describing the specification of the Services that the User wishes to receive or that confirms the use of trial or demo for the Services.

Platform - means the Flowerplace B2B Marketplace software, accessible through a website or application, where the Services are made available by Flowerplace.

Product Content - means any content provided by the Supplier relating to a Good listed on the Platform, including, but not limited to, photographs, videos, text or audio.

Product Content Rules - the rules of conduct and guidelines of Flowerplace relating to the use of Product Content on the Platform as made available from time to time on the website of Flowerplace.

Retailer - means a person using the Service to discover, view, request a quote or purchase Goods on the Platform. For the avoidance of doubt, it is possible to be both a supplier and a retailer in these instances both the Supplier and Retailer sections of the Terms of Service apply to such User.

Services - means the online B2B Marketplace and any associated services and documentation provided by Flowerplace to the User, as specified in the Contract and amended and updated from time to time.

Service Contract - means the contract between Flowerplace and the User which consists of the Order Form, these Terms of Service and, if applicable, the Data Processing Agreement, including any schedules, appendices and amendments thereto.

Successful Delivery - As defined in article 9.2

Supplier - means a person using the Service to offer, display, trade or sell Goods on the Platform, also being referred to as a brand.

Terms of Service - this document specifying the terms of service for the Contract regarding the use of the Services by the User.

User - means the user of the Services as specified in the Order Form, being a Retailer, a Supplier or both. For the avoidance of doubt, it is possible that a User is both Supplier and Retailer.

User Data - means data, text, drawings, images, videos or sounds, including the Product Content, as well as any database made up from any of the aforementioned which are supplied by a User to Flowerplace in connection with the use of the Services.

Words - in the singular include the plural and vice versa.

 

3. The services

Description

Flowerplace has created a Platform where Suppliers can offer Goods and Retailers can place an order for these Goods. On the Platform, Retailers are able to purchase goods directly from Flowerplace provided that Flowerplace is able to acquire these products (with the purpose of reselling to the specific Retailer) from the Supplier. Flowerplace takes ownership of the Goods only upon Successful Delivery at the Retailer, where the ownership transfers from Supplier to Flowerplace and subsequently from Flowerplace to the Retailer. Given the intermediary role of Flowerplace, Flowerplace rejects any liability for the acts and omissions of the Supplier and/or the Retailer on the Platform. The Services may only be used by Users who are registered businesses.

Specifications

The specifications of the Services offered by Flowerplace and accepted by the User are described in the Service Contract. Flowerplace and the User may agree on additional Services which will only be binding if confirmed in writing by Flowerplace.

Performance

Flowerplace will use its commercially best efforts to deliver the Services under the Contract to the User in a professional manner consistent with good industry standards.

Updates and changes

Flowerplace will use its best efforts to regularly update its Platform to repair bugs and to make small improvements. Flowerplace may, from time to time, further change the scope of its Services which means that certain features may disappear and new features may be introduced. Flowerplace has the right to change its Services, to its own discretion, as long as these do not materially change the core functionality of the Services.

Repairs or maintenance

It may be necessary for Flowerplace to perform scheduled or unscheduled repairs or maintenance, or to improve or adapt the Platform, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Platform. Flowerplace will try to carry out such repairs or maintenance during times that will cause the least disruption to the User’s business.

Support

Flowerplace shall provide to the User a reasonable level of support by means of making online documentation available and providing a helpdesk that is available by phone and by email during normal business hours as specified on Flowerplace’s website.

Invoicing relationship

Flowerplace  shall invoice the Retailer when the Supplier has confirmed the Order. Upon Successful Delivery the Supplier is allowed to invoice Flowerplace  for the value of the sale minus the Flowerplace  Commission, if applicable.

 

4. User accounts and access to services

Creation of account

Flowerplace  shall create a unique account for each new User with the username and password as chosen by the User where the User can log in to use the Services.

Protection

The User is responsible for choosing a strong and safe password and keeping it confidential. The User shall not be allowed to share its credentials for access to the Services with any third party or allow any third party to use the Services.

Responsibility

All acts that take place through the User’s account or any connected user accounts shall be attributed to and under the responsibility of the User. In the event that the User suspects abuse of the account it shall immediately notify Flowerplace  to allow Flowerplace  to take the appropriate measures.

Conduct

A User is not permitted to use the Service for processes and/or acts that conflict with applicable laws or regulations or these Terms of Service or that infringe the rights of any third party. This includes, but is not limited to, the following processes and acts: Spamming: the sending of large quantities of unsolicited -mails with the same content and/or the unsolicited news group posting of a message with the same content in large quantities on the Internet. Also included here is spam that is sent referencing a website, email address or other service at Flowerplace ; Committing an infringement on copyrighted works, or defying the intellectual property rights of third parties; Sexual intimidation or the harassing of persons in any way; Hacking: accessing of other computers or computer systems on the Internet without having first acquired permission to do so; Any other violation of (local) legislation or mandated industry guidelines.

Monitoring

Flowerplace  reserves the right to monitor all acts and behavior of the User on the Platform for the purpose of ensuring compliance with these Terms of Service and to improve the functionality of its Platform.

Measures by Flowerplace

Flowerplace  may suspend or limit User’s access to the Services and Platform immediately if Flowerplace , in its sole discretion, believes (i) such suspension is required by law, (ii) the User has breached any of its obligations under this Contract (including the obligation to pay the Fees), (iii) the User is infringing any applicable law by using the Services or the Platform (iii) there is a security or privacy risk to the User or other Users. To the extent reasonably possible, Flowerplace  shall notify the User of a suspension in advance.

 

5. Specific provisions applying to suppliers

Supplier’s rights

Flowerplace  allows the Supplier a datafeed on the Platform where it can make Goods available for sale to Flowerplace  on the Platform.

Power of attorney to Flowerplace

The Supplier hereby gives to Flowerplace  the irrevocable power of attorney to sell the Goods listed on the Platform for the sale price as specified by Flowerplace  on the Platform to all Retailers.

Goods

The Supplier is responsible for ensuring that all Goods made available comply with the requirements as set out in these Terms of Service or any other rules or guidelines, that may apply from time to time. Flowerplace  reserves the right, at its sole discretion, to refuse the offering of certain Goods or to remove certain Goods offered by a Supplier from its Platform.

Product Content

The Supplier is responsible for creating professional Product Content. All Product Content published made available for sale on the Platform by the Supplier must comply with the Product Content Rules. Flowerplace  reserves the right to refuse certain Product Content or to propose  and create amendments to Product Content if it believes that it does not comply with the Product Content Rules.

License on Product Content

The Supplier hereby grants to Flowerplace  a limited, worldwide, non-exclusive, sublicensable, transferable and royalty free license to combine, translate, modify (for quality assurance and technical purposes only) reproduct, distribute and/or enrich the Product Content with other data obtained by Flowerplace , to use the Product Content internally and for marketing and promotional purposes and to allow a Retailer to use of the Product Content relating to Good that the Retailer has purchased for their own business purposes. In the event the Supplier deletes or changes any Product Content this will not affect any (sub)license granted by Flowerplace  to a Retailer insofar as such Product Content has been used by such Retailer.

Approval of Orders

The Orders will be initially approved by Flowerplace  and then send to the Supplier for acceptance and processing. If the Supplier decides not to accept an Order, it shall notify the Retailer without any delay.

Accepting an Order

By accepting an Order, the Supplier enters into a binding agreement with the Retailer to sell the Goods of the Order and to deliver the Goods to the Supplier.

Shipment

For any accepted Order received by the Supplier from the Retailer, the Supplier shall proceed to adhere to the delivery times as indicated by it in relation to such Goods on the Platform.

If the delivery times cannot be adhered to, Flowerplace will be notified by Supplier with 24 hours after the order for Goods have been placed.

Payments

Payment for the accepted Order shall be processed by a third party payment processor engaged by Flowerplace . Depending on the method and conditions of payment, Flowerplace  may receive and hold the payment on an escrow payment platform where it shall be released to the Supplier once the payment conditions have been fulfilled. Flowerplace  cannot be held liable for any default by the Retailer in relation to its payment obligations for Orders.

Representations and warranties

The Supplier represents and warrants in relation to the Product Content that:

  1. The Supplier has all legal and beneficial rights necessary to publish to the Product Content on the Platform.
  2. The Supplier is entitled to grant a license in relation to the Product Content to Flowerplace and the Retailers.
  3. The Product Content is free and clear of any third party rights.
  4. The Product Content is not unlawful, harassing, defamatory, obscene, inappropriate in any other way or violating or infringing any applicable laws or third party rights (including intellectual property rights).

The Supplier represents and warrants in relation to the Goods that:

  1. The Supplier has all legal and beneficial rights to offer the Goods for sale on the Platform and to sell the Goods to Retailers.
  2. The Goods are free and clear of any third party rights.
  3. The Goods are not unlawful, harassing, defamatory, obscene, inappropriate in any other way or violating or infringing any applicable laws or third party rights (including intellectual property rights).
  4. The Supplier is not aware of any defects to any Goods listed on the Platform at the time of selling.
  5. The Goods will comply with the specifications as specified on the Platform and with the rules and guidelines that apply from time to time.
  6. It will offer the Goods on the Platform against the lowest wholesale price possible and shall not offer or sell the same Goods against lower prices through a different channel and will take into account a reasonable margin in view of the MSRP as recommended by the Supplier on the Platform.

The Supplier further represents and warrants:

  1. It is and will remain for the duration of the Term in compliance with all applicable laws and regulations and all policies and guidelines as made available by Flowerplace with respect to its activities under and in connection with the Service Contract.
  2. All information published by the Supplier on the Platform, including delivery and shipment times, are true, accurate and not misleading.

Indemnity

The Supplier hereby indemnifies and holds harmless Flowerplace  from any losses, expenses, liabilities, damages and costs resulting from (i) a claim from a Retailer in connection with the use of the Services by the Supplier and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Supplier.

Warranty claims, returns and complaints

The Supplier shall be responsible for adequate and professional handling of all queries, warranty claims, return requests and complaints from Retailers relating to Goods offered and Ordered.

Additional obligations

For the purpose of stimulating proper and safe trade on the Platform, Flowerplace  may, from time to time, publish additional rules and guidelines setting out extra obligations of the Supplier in connection with the use of the Platform. These additional rules and guidelines will apply and be binding upon the Supplier as from the date of publication. Such rules and guidelines will be named “Guidelines for Suppliers” and can be found in the support section of the Flowerplace  website.

 

6. Specific provisions applying to retailers

Retailer’s rights

Flowerplace  allows the Retailer to place Orders with the goal of buying Goods on the Platform.

Placing an Order

By placing an Order which is accepted by Flowerplace  and the Supplier, the Retailer enters into a binding agreement with Flowerplace  to purchase the Goods and to pay the purchase price for the Goods as both specified in the Order. The Order may be subject to additional terms and conditions.

Disclaimer of warranties

Flowerplace  does not give any implicit or explicit warranty as to the quality, fitness or the delivery times of the Goods purchased by the Retailer on the Platform. Flowerplace  cannot be held liable by the Retailer for any acts or defaults of the Supplier. The Retailer acknowledges that Flowerplace  does not have the power or control to inspect or verify any Goods sold on the Platform. Orders are part of an agreement between Flowerplace and the Retailer, and constitute a Business to Business transaction. Consumer Right to Withdraw does not apply for Orders placed on Flowerplace.

Obligation to report

A Retailer is obliged to report to Flowerplace  without delay, in any case within 48 hours days upon planned or actual arrival, any issues relating to:

1 Non-delivery of Goods: Goods have not been delivered (yet) while the system (falsely) claims they have.

2 Defective Goods: Goods that do not perform as (could be reasonably) expected

3 Damaged Goods: goods that show apparent defaults (e.g. major scratches, breakage and/or unable to function)

4 Counterfeit Goods or (suspected) counterfeit Goods; infringing on-, or suspected to infringe on the rights of a manufacturer and/or brand.

5 Misrepresentation of Goods in product description on imagery

6 Wrong Goods delivered, when what was delivered is not what has been ordered.

Information and statements on the Platform

All Product Content and other information and statements provided on the Platform concerning, amongst others, the characteristics of the Goods are given by and on behalf of the Supplier and do not constitute any obligation or commitment from Flowerplace .

Indemnity

The Retailer hereby indemnifies and holds harmless Flowerplace  from any losses, expenses, liabilities, damages and costs resulting from (i) a claim from a Supplier in connection with the use of the Services by the Retailer and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Retailer.

License on Product Content

Flowerplace  hereby grants to the Retailer a limited, worldwide, non-exclusive, non- sublicensable, non-transferable and royalty free license to use the Product Content. This license is limited to Product Content relating to Goods that the Retailer has validly purchased on the Platform and solely for the purpose of reselling the Goods. Flowerplace  is entitled to revoke this License when the Service Contract ends.

Representations and warranties

The Retailer represents and warrants that:

1 it is fully authorized to enter into this Contract, to place Orders and to purchase Goods on the Platform.

2 it is not aware of any restrictions with respect to the purchase of the listed Goods to in the region of delivery and or region where the Retailer is registered.

3 it shall not sell or distribute Goods Ordered on the Platform on any third party marketplace including but not limited to Amazon, Bol.com, eBay and Rakuten.

4 It shall keep fully confidential and not disclose to any third party the sale prices and applicable discounts relating to the Goods on the Platform, with the exception of the suggested retail prices (MSRP).

Additional obligations

For the purpose of stimulating proper and safe trade on the Platform, Flowerplace  may, from time to time, publish additional rules and guidelines setting out extra obligations of the Retailer in connection with the use of the Platform. These additional rules and guidelines will apply and be binding upon the Retailer as from the date of publication. Such rules and guidelines will be named “Guidelines for Retailers” and can be found in the support section of the Flowerplace  website.

 

7. non-circumvention

Restrictive covenant

User acknowledges and agrees that for the duration of this Agreement it shall not seek, ask or seduce other Users to do business or trade with other Users outside of the Platform provided that this restriction does not apply for business relations between Users that do not originate from the Platform. In the event of a breach of a User of this covenant, Flowerplace  is entitled to suspend or restrict the use of the Platform by such User, notwithstanding the right of Flowerplace  to claim any damages suffered.

Duty to notify

User agrees to immediately notify Flowerplace  in the event that another User proposes to make or receive a payment outside of the Platform in violation of this section 7 by sending an email to [email protected]

 

8. Sales terms

Shipping shall be arranged by the Supplier, whereby products shall only be deemed delivered when they arrive at the retailer location with (any export duties and) shipping fully paid. Until this moment the products are the responsibility of the Supplier.

Successful Delivery is made when the products have been delivered at the Retailer location on time and without any issues, such as issues listed under 6.4. “The products of quality and are delivered in good order, as described, at the retailer on time”

The Supplier is eligible for invoicing Flowerplace  upon Successful Delivery at the Retailer. If the delivery is flagged - or marked as not a Successful Delivery then the payment is not due by Flowerplace . A (partial) payment to a Supplier shall only become due after a (partial) Successful delivery.

Shall be the sole responsibility of the Supplier in so far as this is deemed reasonable, in cases where the Supplier can not reasonably be held liable - the Retailer shall take over any residual liability.

Both Retailer and Supplier note that Flowerplace  has no physical contact with any of the product, nor will be making any claims on the quality of these products.

 

9. Intellectual property rights

All intellectual property rights relating to the Platform and the Services, including copyrights on the source code of the Platform and database rights (in Dutch: ‘Databank recht’) for any and all Product Content on the Platform and any documents or any other material provided to the User in connection with the performance of the Contract shall be and remain the property of Flowerplace . Unless explicitly permitted under these Service Terms, the User shall not be permitted to use any of these intellectual property rights, including but not limited to extracting any data from Flowerplace ’s website or the Platform by using web crawlers or web scrapers, without the prior written approval of Flowerplace . Any intellectual property rights which are created as a result of the performance of the Services by Flowerplace  and the use of the Services by the User will be the property of Flowerplace , except for intellectual property rights relating to User Data.

 

10. Privacy and personal data protection

When carrying out the Services, Flowerplace  may be provided access to or otherwise obtain or handle information relating to identified or identifiable individuals (Personal Data). The processing by Flowerplace  of Personal Data relating to the Users shall be described in the Privacy Policy which is made available on www.flowerplace.eu. Flowerplace ’s processing activities relating to Personal Data in its capacity as a processor on behalf of the User in accordance with the EU’s General Data Protection Regulation shall be described and governed by a separate Data Processing Agreement which shall form an integral part of the Contract.

 

11. User data

Ownership

All intellectual property rights, including copyrights and database rights, on any User Data shall belong exclusively to such User. Flowerplace  shall have a limited right of use relating to the User Data for the sole purpose of delivering and improving its Services and for promotional and marketing purposes.

Back-up

The User understands and agrees that the download and upload of any User Data through Flowerplace  is done at the User’s own risk and that Flowerplace  cannot guarantee a back-up of the User Data. The User will be solely responsible for a timely and adequate back-up of the User Data and prevention of any loss or damage to their computer system or User Data.

 

12. Disclaimer of warranties

Flowerplace  does not give any guarantee in relation to the performance and availability of the Services and the Platform. The Services are provided “AS-IS” and, to the extent permitted by law, Flowerplace  hereby disclaims all implicit or explicit warranties or fitness for a particular purpose. All advice that Flowerplace  gives and notifications and statements that Flowerplace  provides concerning, amongst others, the characteristics of the Services are entirely free of obligation and are provided by Flowerplace  as non-binding information.

 

13. Confidentiality

Definition of confidential information

Confidential Information means any information, whether in written, verbal or other form, that relates to Flowerplace  or the User (or any of its businesses) and which is disclosed to the other party in connection with the Service Contract or on the Platform, including but not limited to but shall not include information that (i) is at the relevant time of disclosure publicly available or become so other than as a result of a breach of the Service Contract, (ii) is received by the other party from a third party who did not acquire it in confidence or (iii) is independently developed by the other party without any breach of the Service Contract.

Confidentiality undertaking

Flowerplace  and the User shall, during the term of the Service Contract and for an indefinite term after the expiry of the Service Contract, keep strictly confidential and secret and shall not disclose to any third party any confidential information relating to the other party unless specifically permitted under the contract or necessary to perform its obligations under the Contract. Flowerplace  and the User shall further safeguard confidential information from disclosure using no less than a commercially reasonable standard of care.

Exclusions for confidentiality

The obligation of confidentiality shall not apply to any party who is required by law or by any governmental authority to which it is subject to disclose any Confidential Information, in which case such party shall be entitled to disclose the Confidential Information provided that it (i) notifies the other part in writing of the disclosure, to the extent permitted, (ii) it consults with the other party how to minimize or avoid the disclosure and (iii) receives a confidentiality undertaking to the same level as in this Contract form the party to whom the Confidential Information is (to be) disclosed.

Breach of confidentiality undertaking

In the event that either party learns that a person or entity has gained unauthorized access to the other party’s Confidential Information, such party shall immediately notify in writing the party whose Confidential Information has been so compromised, providing the full particulars of such access or disclosure.

 

14. Security

Flowerplace  has taken all reasonable appropriate technical and organizational security measures to protect the Platform and the data stored on it against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network.

 

15. Liability

Exclusion of liability

To the extent legally possible, Flowerplace  does not assume, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Service and the use of the Platform. In no event shall Flowerplace  be liable to a User or to any third party for any loss of profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from the User’s use of the Services, even if Flowerplace  has been advised of the possibility of such damages.

Limitation of liability

Notwithstanding anything to the contrary contained herein, the liability of Flowerplace  to the User for any damages arising from the User’s use of the Platform or the Services (for any cause whatsoever and regardless of the form of the action), will be limited to the Fees paid by such User relating to a period of three months. The limitations of liability provided in these terms of service serve Flowerplace , shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent as permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the User, who may also have other legal rights that vary from jurisdiction to jurisdiction.

 

16. Force Majeure

Occurence of Force Majeure

Limitations or impediments to the provision of Services can occur that lie outside the sphere of influence of Flowerplace  and are caused by Force Majeure. If Flowerplace , as a result of such Force Majeure, is limited in complying with its obligations under the Service Contract, it is entitled to suspend the carrying out of Service Contract. The User has in that case no right to damage, costs or interest compensation.

Definition of Force Majeure

Force Majeure includes the following: technical terms and conditions of the internet beyond the influence of Flowerplace , impediments as a result of the hardware and software that the User uses or caused by the technical infrastructure it uses, disruptions to the electricity supply, hacking, Denial of Service Attacks, strikes, fire, accident or staff illnesses, unforeseen problems by Flowerplace  and every other circumstance that is not exclusively dependent on the will of Flowerplace .

 

17. Fees, invoicing and payment

Fees

For the Services the User shall pay the fees as described in the Order Form and any other fees as described in these Terms of Service or specifically agreed between the User and Flowerplace  in writing (the Fees).

VAT

All Fees are excluding any applicable VAT unless explicitly described otherwise.

Commission fee

A revenue based commission Fee may be charged to the Supplier on specific Orders that a User performs on the Platform (Commission Fee). The amount of the Commission Fee shall be specified in the Order Form and shall be charged over any Order that takes place on the Platform if the User was acquired via the Platform. The amount shall be withheld from the payout (excluding VAT, if applicable) to the Supplier. The Commission Fee that has occurred will be specified and be listed on the invoice of the Order where the Commission Fee was charged, or be sent on a separate Monthly invoice to the Supplier.

Out-of-plan fees

Flowerplace  facilitates the option to, instead of upgrading to a larger plan, upgrade the current plan with additional features. The additional features and Fees connected to these upgrades shall become part of the Contract as per the date as confirmed in writing by Flowerplace  and shall be included on the invoice in the month following the month wherein the Out-of-plan costs were incurred.

Handling fee

A handling Fee may be charged to the Supplier on all transactions that a User performs on the Platform to cover the payment costs (Handling Fee). The amount of the Handling Fee shall be specified in the Order Form and shall be charged over any Order transaction that takes place on the Platform and withheld from the amount of the transaction (including VAT, if applicable) paid to the Supplier. The Handling Fee that has occurred will be specified and be listed on the invoice in the month following the month where Handling Fee was charged.

Invoicing

Flowerplace  will invoice all Users for the Fees (possibly in advance) on a monthly or (multi-) annual basis as specified in the Order Form, or will subtract the Fees from payouts to the Supplier resulting from the Platform.

Payments

All payments made by a User under the Service Contract are non-refundable and shall be made via the automatic payment method specified in the Order Form or otherwise as agreed between the User and Flowerplace . All payment dates are firm dates and upon the expiration of a payment date the user shall be immediately in default without any notice being required. Without prejudice to any other rights and remedies available to Flowerplace , in the event of a late payment, failed attempt to charge the credit card and/or failed attempt to debit cash via direct debit, Flowerplace  is entitled to charge administration costs of EUR 5 to cover its expenses.

 

18. Amicable user dispute mediation

In the event that a dispute arises between two Users relating to an Order which has a financial impact not higher than two times the list price of the Goods in dispute plus delivery costs, Flowerplace  may choose to act as an independent mediator in relation to this dispute. User agrees that the outcome of this mediation is binding and the User accepts any handling charges that may be incurred in connection with the Mediation.

 

19. Final provisions

Changes to the Agreement

The User acknowledges and agrees that Flowerplace  may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on its website and by notifying the User. Such amendments to the Terms of Service are effective as of the date of posting. The Users continued use of the Services after the amendment of the Terms of Service constitutes the agreement to, and acceptance of, the amended Terms of Service. If a User does not agree to any of the changes to the Terms of Service, it shall notify Flowerplace  within 2 weeks of the date of posting these amendments. Flowerplace  shall review grounds on a case-by-case basis

Applicable law

The Service Contract shall exclusively be governed by Dutch law.

Competent court

The competent courts in The Hague, the Netherlands shall have exclusive jurisdiction to settle any dispute in connection with the Service Contract without prejudice to the right of appeal and that of appeal to the Supreme Court.

Severability

In the event that one or multiple provisions or requirements of the Service Contract are in violation of governing law, the validity of other provisions or requirements shall not be affected thereby and shall be enforced and remain in full force and effect. In the place of the null or invalid provisions, a suitable regulation shall apply which mirrors, as closely as possible, the intention of the parties and the economic result aimed for by them, in a legally effective way.

Waiver

The failure of Flowerplace  to exercise or enforce any of the rights and/or provisions set out in the Service Contract shall not constitute a waiver of set rights and/or provisions. Any waiver of any provision of Service Contract shall only be effective if made in writing and signed by Flowerplace .

Notices

All notices to Flowerplace  can be done by email to [email protected]