Terms & Conditions
Mar 13, 2025
1. Introduction
1.1 Scope: These Terms of Service ("Terms") govern your use of the software-as-a-service platform and related services (collectively, the “Service”) provided by Digital Florists Ltd ("Digital Florists," "we," "us," or "our"). By accessing or using the Service, you ("Customer," "you," or "your") represent that you are acting in a business capacity and agree to be bound by these Terms.
1.2 Updates: We may update these Terms periodically by posting revised Terms on our website or by notifying you through the Service. Your continued use following such posting or notification constitutes acceptance of the revised Terms.
2. The Service
2.1 Description: The Service provides tools for managing florist business operations, including but not limited to order management, inventory control, analytics, external system integrations, communication tools, and event management.
2.2 Availability: We endeavor to maintain at least 99.99% monthly uptime, excluding scheduled maintenance or events beyond our reasonable control. This is a target, not a guarantee, and we do not offer compensation for any downtime or related losses.
2.3 Trials: Free or discounted trial periods, when offered, are subject to the plan-specific terms stated during signup. The trial period commences on the latest of: (a) The date your plan indicates; or (b) Seven (7) days after your initial setup date.
When the trial ends, you must select a subscription plan or your access may be terminated.
3. Acceptable Use
3.1 Compliance: You agree to abide by all applicable laws and regulations in your use of the Service and not to use the Service for any unlawful or fraudulent purpose.
3.2 Prohibited Activities: You shall not, directly or indirectly:
Interfere with or disrupt the security, integrity, or performance of the Service;
Attempt unauthorized access to the Service or its underlying systems;
Transmit any spam, malicious code, or infringing material;
Harvest or scrape data from the Service via automated tools or bots;
Reverse engineer, disassemble, copy, or replicate the Service’s technology, features, or user experience.
3.3 Audit Rights: We reserve the right (with prior notice where feasible) to audit your use of the Service if we have a reasonable belief of misuse, unauthorized activities, or attempts to replicate or clone any portion of the Service.
4. Subscription, Fees, and Payments
4.1 Subscription: Access to the Service requires a valid subscription plan unless otherwise agreed in writing. Subscriptions typically renew automatically unless cancelled per Section 9.
4.2 Fees: All subscription fees ("Fees") are exclusive of VAT or other applicable taxes. Payment must be made without any deduction or set-off.
4.3 Consumables: Certain features (e.g., text messages, AI tokens) involve consumable resources subject to additional charges. These consumables:
May have specified usage limits per your plan;
May expire if unused;
Are non-refundable unless otherwise required by law.
4.4 Fee Changes
4.4.1 Subscription Fees
We reserve the right to adjust subscription fees with at least ninety (90) days’ prior written notice. However, no such adjustment shall take effect within the first six (6) months from your initial subscription commencement date. If you remain on the same subscription plan, your subscription fees will stay unchanged for the first twelve (12) months. Thereafter, any subscription fee increase shall not exceed 7.5% in any rolling twelve (12)-month period, unless such increase is necessitated by:
• Changes in applicable taxes, regulatory fees, or legal compliance costs;
• Inflationary adjustments, linked to the UK Consumer Price Index (CPI) or Retail Price Index (RPI); or
• Material cost increases from third-party providers essential to delivering the Service.
4.4.2 Consumable Fees
Fees for consumable resources (e.g., SMS credits, AI tokens) are excluded from any capping mechanism. We may adjust these fees at any time in response to supplier cost changes or other factors beyond our reasonable control. We will provide as much notice as is reasonably practicable before revised consumable fees take effect.
4.4.3 Plan Changes & Objections
If you upgrade, change plans, or add new features, you will be charged at the then-current rates for those offerings. Should you disagree with any subscription fee or consumable fee adjustments, you may cancel your subscription in accordance with Section 9..
5. Setup and Onboarding
5.1 Setup Services: Any setup fees or onboarding services will be clearly communicated at the time of subscription.
5.2 Additional Services: Custom services such as data migration or integration consulting may be subject to additional fees under a separate written agreement.
6. Intellectual Property and Licence
6.1 Ownership: We and/or our licensors own all intellectual property rights to the Service, including underlying code, interfaces, designs, algorithms, and related documentation.
6.2 License Grant: Subject to these Terms and your payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes during the subscription term.
6.3 Restrictions: You shall not:
Reverse engineer, decompile, or attempt to discover source code or underlying structural ideas;
Copy, reproduce, replicate, or create derivative works from the Service;
Use any portion of the Service to build a competing product or service;
Sell, resell, sublicense, or otherwise commercially exploit the Service or any component thereof;
Remove or alter any intellectual property notices or disclaimers.
6.4 Enforcement and Remedies: If we reasonably suspect unauthorized replication, cloning, or misuse, we may immediately suspend or terminate your access without prior notice. We may also pursue legal remedies (including damages and injunctive relief) to protect our rights.
7. Confidentiality
7.1 Definition: "Confidential Information" means all proprietary or non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified or reasonably understood to be confidential.
7.2 Obligations: The Receiving Party shall use the Confidential Information solely to exercise rights and fulfill obligations under these Terms. The Receiving Party shall use the same standard of care it uses to protect its own confidential information, but not less than a reasonable standard of care.
7.3 Exclusions: Confidential Information does not include information that:
Is or becomes publicly available without breach of these Terms;
Is independently developed without reference to the Confidential Information;
Is rightfully received from a third party without an obligation of confidentiality;
Must be disclosed under law or legal process.
7.4 Prohibited Use: You shall not use our proprietary or confidential information to create competing products or services or for any purpose outside the scope of these Terms.
8. Data Protection
8.1 Data Processor/Controller Roles: You are the data controller for any personal data processed by the Service. We act as a data processor, handling such personal data according to your instructions.
8.2 Sub-Processors: We may use third-party sub-processors (e.g., hosting providers) to help deliver the Service. We will remain responsible for their compliance with data protection obligations.
8.3 Retention: Upon termination, we typically retain your data for two (2) months to facilitate export to another provider. After that period, it is securely deleted or anonymized unless otherwise required by law. However, copies of your data may remain in backups for up to twelve (12) months as part of our standard backup procedures, after which they are permanently erased.
8.4 Security Measures: We implement technical and organizational measures to protect personal data against unauthorized access, loss, or misuse.
9. Cancellation and Termination
9.1 By You: You may cancel your subscription by providing at least thirty (30) days’ written notice. The cancellation becomes effective at the end of your current billing period or as otherwise stated in your plan. You remain responsible for Fees owed through the effective date of cancellation.
9.2 By Us: We may suspend or terminate your access immediately if you fail to pay Fees, breach these Terms, or if we suspect misuse, fraudulent activity, or other violations that jeopardize our rights or security.
9.3 Refunds: Except where otherwise required by law or expressly agreed, no refunds are provided for prepaid Fees or unused portions of subscriptions.
10. Warranties and Disclaimers
10.1 Mutual Authority: Each party warrants that it has the authority to enter into these Terms.
10.2 Disclaimer: To the fullest extent permitted by law, the Service is provided "as is" without warranties of any kind, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.
11. Limitation of Liability
11.1 Indirect Damages: Neither party is liable for indirect, incidental, special, or consequential damages, including loss of profits or revenue, even if advised of the possibility of such damages.
11.2 Liability Cap: Our total aggregate liability arising out of or related to these Terms shall not exceed the total Fees paid by you in the twelve (12) months preceding the event giving rise to the claim.
12. Force Majeure
Neither party is liable for delays or failures due to causes beyond their reasonable control, including natural disasters, strikes, or government actions.
13. Notices
All notices must be given in writing by email or another agreed-upon channel. You must keep your contact details current.
14. Assignment
You may not assign or transfer any rights under these Terms without our prior written consent. We may assign our rights without restriction.
15. Affiliates
15.1 Program Description: We may offer an affiliate or referral scheme (collectively, the "Affiliate Program") from time to time. If you participate, you may be eligible to receive credits or other rewards ("Affiliate Rewards") for referring new customers who subsequently purchase a subscription to the Service.
15.2 Further Terms: Specific details, qualifications, commission structures, or credit arrangements for the Affiliate Program will be provided separately. In the event of a conflict between those details and these Terms, the separate affiliate terms will govern.
15.3 Prohibited Conduct: All referrals must be made in good faith and in compliance with these Terms and any additional affiliate guidelines we provide. You shall not:
Engage in deceptive, unethical, or unlawful marketing;
Falsely represent any relationship with Digital Florists or your authority to act on our behalf;
Use spam or unsolicited communications to promote the Affiliate Program.
15.4 Promotions and Partners: If a referred customer is also subject to a promotion or partner arrangement, we reserve the right to allocate Affiliate Rewards or credit in our sole discretion. Where conflicts arise, partner or promotional agreements may take precedence over individual affiliate claims.
15.5 Changes and Termination: We may alter or terminate the Affiliate Program at any time without liability to you. Any accrued or pending Affiliate Rewards are subject to final validation and approval by us.
16. Governing Law and Jurisdiction
These Terms and any disputes arising hereunder are governed by and construed in accordance with English law. The courts of England and Wales have exclusive jurisdiction to resolve any disputes.
17. Entire Agreement
These Terms (including referenced policies or additional agreements) form the complete agreement between the parties regarding the subject matter and supersede all prior discussions, understandings, or agreements.