Terms & Conditions
Dec 8, 2024
1. Introduction
1.1 These Terms of Service (“Terms”) govern your use of the software-as-a-service platform and related services (the “Service”) provided by Digital Florists Ltd (“Digital Florists,” “we,” “us,” or “our”). By accessing or using the Service, you (“Customer,” “you,” or “your”) confirm that you are acting in a business capacity and agree to be bound by these Terms.
1.2 We may update these Terms from time to time by posting revised Terms on our website or notifying you through the Service. Your continued use of the Service after such posting or notice will constitute acceptance of the revised Terms.
2. The Service
2.1 Description: The Service provides tools for florists to manage orders, inventory, analytics, and other business operations. Additional features may include, but are not limited to, integration with external systems, communications tools, and event management.
2.2 Availability: We aim for at least 99.99% monthly uptime, excluding scheduled maintenance and events beyond our control. This is a target, not a guarantee, and we do not provide compensation or remedies for downtime or loss of income.
2.3 Trials: Trial periods for the Service vary depending on your selected plan. The specific duration of your trial will be detailed during signup and communicated within the software.
The trial period begins on the earlier of:
(a) the date specified for your plan, calculated from the time the Service is first used in a live environment; or
(b) seven (7) days after the setup date.
During the trial, you may access the Service at no charge with the exception of consumable resources, subject to these Terms. At the end of the trial period, you must select a subscription plan to continue using the Service, or your access may be suspended or terminated.
3. Acceptable Use
3.1 You agree to use the Service in compliance with applicable laws and these Terms. You shall not:
Use the Service for unlawful, fraudulent, or harmful purposes.
Interfere with or disrupt the integrity, security, or performance of the Service.
Attempt to gain unauthorized access to the Service or related systems.
Use the Service to transmit spam, malicious code, or infringing material.
Copy, scrape, or harvest data from the Service using automated tools or bots.
3.2 We reserve the right to monitor and enforce compliance with this Acceptable Use Policy. Violations will result in the immediate suspension or termination of your account.
4. Subscription, Fees, and Payment
4.1 Subscription: Access to the Service is provided on a subscription basis according to the selected plan or as otherwise agreed in writing.
4.2 Fees: All fees are exclusive of VAT and other applicable taxes. Payment must be made without set-off or deduction.
4.3 Consumables: Certain features of the Service rely on consumable resources, such as SMS credits, AI tokens, or similar functionalities. These resources are subject to the following terms:
4.3.1. Separate Charges: Consumables may incur additional charges beyond your subscription fees. These charges will be communicated to you at the time of purchase or usage.
4.3.2. Usage Limits: Consumables are subject to usage limits based on your selected plan or as otherwise agreed. Exceeding these limits may result in additional charges.
4.3.3. Expiration: Unless otherwise stated, consumable resources (e.g., unused SMS credits or AI tokens) may expire after a specified period and may not carry over to subsequent subscription periods or renewals.
4.3.4. Responsibility for Monitoring: You are responsible for monitoring your consumption of these resources. Notifications regarding resource usage may be provided as a courtesy but are not guaranteed.
4.3.5. Non-Refundable: Charges for consumable resources are non-refundable, including in cases of subscription termination, unless otherwise required by law.
4.4 Changes to Fees: We may revise fees with at least ninety (90) days’ notice. If you do not agree, you may terminate your subscription as described in Section 12.
4.5 Payment Terms: Fees are due in advance unless otherwise agreed. Failure to pay may result in suspension or termination of your account.
5. Setup and Onboarding
5.1 Any setup fees or onboarding services will be communicated during signup.
5.2 Additional custom services (e.g., bulk data entry, product loading) may incur extra charges, subject to a separate agreement.
6. Intellectual Property and Licence
6.1 Ownership: We and our licensors retain ownership of all intellectual property rights in the Service.
6.2 Licence: Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable licence to use the Service during your subscription term.
6.3 Restrictions: You shall not:
Reverse engineer, decompile, or create derivative works from the Service.
Sell, sublicense, or distribute the Service.
Remove proprietary notices.
7. Data Processing Agreement (DPA)
7.1 Roles: You are the data controller for personal data you upload or process through the Service. We are the data processor, processing such data on your behalf.
7.2 Our Obligations:
Process personal data only as instructed by you and for the purposes of providing the Service.
Implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or damage.
Assist you with data subject rights requests and regulatory obligations, such as breach notifications.
7.3 Sub-Processors:
We may engage sub-processors (e.g., hosting providers) to perform specific processing activities. A list of sub-processors is available upon request. You will be notified of significant changes to sub-processors.
7.4 Data Retention: Upon termination, we will retain personal data for two (2) months to allow for export. After this period, we will securely delete or anonymize the data unless otherwise required by law.
7.5 International Transfers: If personal data is transferred outside the UK or EEA, we will ensure appropriate safeguards (e.g., Standard Contractual Clauses).
8. Aggregated and Anonymized Data
We may collect and use aggregated and anonymized data derived from your use of the Service for purposes including, but not limited to:
1. Product Development: Enhancing existing features and developing new functionalities to better serve our customers.
2. Analytics: Analyzing usage trends and patterns to improve the efficiency and effectiveness of the Service.
3. Marketing and Insights: Creating insights, reports, or metrics for internal use or external communication
4. Operational Improvements: Optimizing the performance, reliability, and scalability of the Service.
9. Confidentiality
9.1 Each party shall treat the other’s non-public information as confidential and use it only to fulfill obligations under these Terms.
9.2 Confidential Information excludes information that is publicly available, independently developed, or required to be disclosed by law.
10. Warranties and Disclaimers
10.1 Authority: Each party warrants that it has the authority to enter these Terms.
10.2 Disclaimer: The Service is provided “as is” without warranties of any kind, whether express or implied.
11. Limitation of Liability
11.1 To the fullest extent permitted by law, we are not liable for indirect, incidental, or consequential damages.
11.2 Our total liability is limited to the fees paid by you in the twelve (12) months preceding the claim.
12. Cancellation and Refunds
12.1 Cancellation by You: You may cancel your subscription with thirty (30) days’ notice. Your subscription will terminate at the end of the notice period, and you are responsible for the final month’s fees.
12.2 Refunds: No refunds will be provided for prepaid fees, except where required by law or expressly agreed in writing.
12.3 Termination by Us: We may terminate your subscription if you fail to pay fees or breach these Terms.
13. Force Majeure
Neither party is liable for delays or failures due to events beyond their control, such as natural disasters, strikes, or internet outages.
14. Notices
All notices must be sent via email or other agreed methods. You are responsible for keeping your contact details up-to-date.
15. Assignment
You may not assign your rights under these Terms without our written consent.
16. Entire Agreement
These Terms, along with any referenced policies, form the entire agreement between the parties.
17. Governing Law and Jurisdiction
These Terms are governed by English law. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.