Terms of Service
1 Introduction
All Users of services provided by FloristPro, by use of such services, accept and agree to the terms of business set out in the form of service agreement which follows, irrespective of the mode or manner of ordering employed by the User when ordering the services.
This Agreement is made between FloristPro Ltd. Registered office: Allium House, 35 Worthing Road, East Preston, West Sussex, BN16 1BQ ("FloristPro", “we”, “Website Owner", “us” and "Our") and the User ("You").
The following constitute the terms and conditions under which FloristPro trades and supplies its services and related products. Any agreed variation or alteration to part of these terms and conditions as annexed to this Contract will not invalidate the remainder or the whole. Any alteration or addition to the supplies instructed on the order will require being the subject of a new order. FloristPro is entitled to suspend services if the User does not adhere to any or several conditions of this Contract.
2 Glossary of Terms
We means FloristPro and any party acting on the Website Owner's implicit instructions.
FloristPro means FloristPro Ltd, Registered office: Allium House, 35 Worthing Road, East Preston, West Sussex, BN16 1BQ;
You ("you", "your", "Customer") means the person or entity purchasing the services and any party acting on their instructions.
Service (“Service”, "Services") means domain name registration, website hosting, bandwidth provision, email and any other web hosting related service or facility provided by us to you;
Server means the computer server equipment operated by us in connection with the provision of the Services.
Web Site means the area on the Server allocated by us to you for use by you as a site on the Internet.
Contract means the agreement between FloristPro and the User including but not limited to these terms and conditions and the FloristPro Order Form (where completed).
Bandwidth means the allocated transmission capacity, measured in bits per second, of the network connection.
Internet means the global data network comprising Internet connected networks using
3 Web Site Hosting And Email
3.1 We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server
3.2 You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.
3.3 You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:
3.3.1 You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorize or permit any other person to do so.
3.3.2 You will not post, link to or transmit:
3.3.2.1 any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
3.3.2.2 any material containing a virus or other hostile computer program.
3.3.2.3 any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
3.3.3 You will not send bulk email whether opt-in or otherwise from our network. Nor will you promote a site hosted on our network using bulk email.
3.3.4 You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
3.4 We reserve the right to remove any material which we deem inappropriate from your web site without notice. We do not host Warez or illegal MP3 content.
3.5 You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorized use of your account or breach of security, including loss, theft or unauthorized disclosure of your password or other security information.
3.6 You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
3.7 You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
3.8 In the case of an individual User, you warrant that you are at least 16 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 16 years.
3.9 Any access to other networks connected to FloristPro must comply with the rules appropriate for those other networks.
3.10 While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorized users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
3.11 You shall take reasonable measures to protect our network from computer viruses and our malicious software including but not limited operating recognized anti-virus software on your own systems.
4 Domain Name Registration
4.1 We make no representation that the domain name you wish to register is capable of being registered by or for you or that it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have been notified that it has or they have been registered. Any action taken by you before such notification is at your risk;
4.2 The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. For UK domain registrations you shall ensure that you are aware of the terms and conditions of Nominet UK, the UK naming authority, that can be found at http://www.nominet.org.uk/nominet-terms.html and that you comply with them. You shall have no right to bring any claim against us in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority. Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.
4.3 We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
4.4 We give no warranty or representation that your domain name is or will continue to be available for your use or that no domain name is or will be registered which conflicts with your domain name or which otherwise affects your use of your domain name.
4.5 FloristPro shall be entitled to withhold the release of any domain name to another provider or "tag holder" unless full payment of all amounts due to us at that time for whatever reason has been received by us:
4.6 If payment is not received for any domain name FloristPro may delete or retain the domain for further sale.
5 Reselling
5.1 You are not permitted to resell the FloristPro service without the express permission of FloristPro. Reselling of the FloristPro service will bring you into default unless otherwise agreed;
6 Service Availability
6.1 We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server.
6.2 We shall have the right to suspend the Services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 5 days you will be notified of the reason.
6.3 FloristPro may
6.3.1 temporarily suspend for the purpose of repair, maintenance or improvement, part or all of Service, without notice. FloristPro undertakes to use reasonable endeavors to restore Service as soon as practicable after any such suspension,
6.3.2 give or update instructions regarding the use of Service which in FloristPro's reasonable opinion are necessary in the interests of safety, or to maintain or improve the quality of Service to FloristPro's customers. Any such instructions shall, whilst they are in force, be deemed to form part of this Contract,
6.3.3 vary the technical specification of Service for operational reasons.
6.4 The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to another party, or shows other activity in breach of this sub clause, we shall have the right to cancel the account and terminate the Services and/or this Agreement immediately.
6.5 In the event of a fault in Service, you must report the fault by telephone, the online support console or electronic mail to FloristPro's Technical Support at the appropriate numbers or addresses or other such numbers or addresses that FloristPro may from time to time provide. Upon receipt of the fault report, FloristPro will take all proper steps without undue delay to correct the fault. FloristPro shall not, in any event, be liable for interruptions of Service or downtime of a Server.
6.6 Connection to FloristPro Services is via a fixed telecommunications link or dial up connection. This Contract does not include the provision of telecommunications services necessary for connection to the FloristPro Service.
7 Bandwidth Utilisation
7.1 FloristPro operates an "Acceptable Usage" policy which allows us to maintain a fast and stable platform for all our customers. This provides customers with "always on" unlimited bandwidth.
7.2 In instances where we can demonstrate a customers' usage of bandwidth to be excessive over an extended period of time, or where it is impacting on other customer services - Florist will contact the customer to discuss possible routes to modifying usage so as not to adversely affect the stability of the FloristPro platform.
7.3 In cases where an account is frequently impacting the FloristPro service (or that of other customers) a data transfer limit may be imposed, or a reduction in bandwidth speed may be applied at our discretion.
7.4 In extreme circumstances, FloristPro reserves the right to suspend accounts that fail to comply with the acceptable usage policy.
8 Intellectual Property Rights
8.1 All FloristPro services including website and e-commerce applications and solutions remain the intellectual property of FloristPro.
9 Payment
9.1 All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site and shall be due and payable in advance of our service provision. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre payment. You acknowledge that some of our Services are provided using facilities provided to us by third parties.
9.2 Payment is due each anniversary month, quarter or year following the date the Services were established until closure notice is given. Payment can be made via cheque, direct debit, standing order, credit card or debit card over the telephone and shortly online as well. We accept Visa, Mastercard, Visa Debit and Mastercard Debit. Initial setup fees are due for website development to commence, monthly fees are due on the 1st of each month for that given month.
9.3 All payments must be in UK Pounds Sterling unless otherwise agreed in writing.
9.4 If your cheque is returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £25.00.
9.5 Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
9.6 If an account goes unpaid for at least seven days, a £10.00 late payment fee will be applied.
9.7 If an account goes unpaid for at least ten days, the account and its associated services are suspended. A £20.00 charge will be applied upon account reactivation to cover administration costs.
9.8 Once an account has a suspended status, Access to files, databases and other content is explicitly denied. All files, databases and other content including the account itself is permanently deleted after twenty days of account suspension.
9.9 Should access to files, databases and other content be required before they are deleted, account reactivation will be required.
9.10 You shall be liable for and shall indemnify FloristPro against all costs and expenses incurred by FloristPro in respect of any steps, actions or proceedings made or brought against you by FloristPro to obtain payment of outstanding Charges.
10 Initial Period of Service
10.1 The Service, unless otherwise agreed, shall be provided for an Initial Contract Term of three months. The Initial Contract Term shall commence when notification of access to your services has been provided via electronic email or post. On completion of the Initial Contract Term the contract will automatically extend on a monthly basis until termination (section 11).
11 Termination
11.1 If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
11.2 If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
11.3 If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
11.4 No refunds will be made for Services suspended in accordance with 6.1, 6.2 and 6.3.
11.5 We reserve the right to suspend the Services and/or terminate this Agreement at any time.
11.6 On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site and to remove all data located on it.
11.7 For so long as any sum due to FloristPro hereunder is unpaid or any other amount is due to or properly claimed by FloristPro from you for services or goods supplied or for any other reason, whether pursuant to these terms or otherwise, FloristPro shall be entitled to retain any property owned by you or lawfully in your custody or possession and which is held by FloristPro or by its agents until such time as all amounts due to FloristPro are paid and/or any issue between you and FloristPro is determined.
11.8 If FloristPro waives a breach of Contract by you, that waiver is limited to the particular breach. Any delay by FloristPro in acting upon a breach is not to be regarded in itself as a waiver.
11.9 Service may be terminated by either party on giving at least 30 days notice to the other expiring on the last day of the Initial Contract Term or at any time thereafter. You shall pay all charges up to the expiry of the notice.
11.10 FloristPro reserves the right during the Initial Contract Term and at any time thereafter to terminate this Contract by giving to you not less than 30 days prior written notice of termination.
11.11 After the expiry of the Initial Contract Term you may terminate the Service by giving not less than 30 days prior written notice of termination, but subject to subclause 11.12. Notice must be given in writing and confirmation of termination will be provided by email.
11.12 Your notice does not avoid any other liability for Service already provided.
11.13 The Contract is a monthly contract and if you continue Service beyond your Initial Contract Term you will be liable to pay for the remainder of the then current Extension Term.
12 Matters beyond FloristPro's reasonable control
12.1 FloristPro is not liable for any breach of this Contract or liable for any delay or failure in performance of any part of these conditions and its commitments when caused as a result of Force Majeure, war, civil disorder, industrial disputes, inclement weather, acts of local or central government or other competent authorities and failure by other service providers.
13 Indemnity
13.1 You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
14 Limitation of Liability
14.1 You acknowledge that FloristPro has no control over the information transmitted via the Service and that FloristPro does not examine the use to which you put the Service or the nature of the information you are sending or receiving. FloristPro hereby excludes all liability of any kind for the transmission or reception of information of whatever nature.
14.2 FloristPro undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failures of their apparatus.
14.3 FloristPro is not in any way liable in contract or otherwise for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever.
14.4 FloristPro makes no warranty as regards to its Services or equipment and will not be responsible for any damage allegedly suffered or claimed by you for any reason including but not limited to loss of data, wrong or non deliveries and Service interruptions.
14.5 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to subclause 8.2.
14.6 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
14.7 Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
14.8 In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
14.9 In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever
15 Revisions
15.1 FloristPro reserves the right to revise, amend, or modify these Terms and Conditions, and any of our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
16 Notices
16.1 Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.
17 Applicable Law
17.1 This Agreement shall be governed by and construed in accordance with English law and you hereby submit to the non-exclusive jurisdiction of the English courts.
18 Headings
18.1 Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
19 Assignment
19.1 You may assign all or part of this Contract to any other party only with the prior written agreement of FloristPro. FloristPro reserves the right to assign all or part of this Contract at any time to any subsidiary or associate company of FloristPro.
20 Usage
20.1 you may not use a floristPro website for the purpose of order gathering. floristPro define order gathering as the use of the Internet (via search engines and ad campaigns) to collect orders for delivery nationally, be it by post or via a 3rd party relay company. On breach of this condition floristPro will issue a 7 day warning to stop such activity. floristPro may suspend or cancel the website following the 7 days if no action has been taken.
21 Entire Agreement
21.1 These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly in this Agreement.
