Terms and conditions

01Applicability

These Terms and Conditions apply to all products and services of Floral Profit BV, as well as to the supply thereof to and/or the use thereof by an (other) (legal) person, hereinafter referred to as the 'User', and to the agreements of Floral Profit BV in this respect with that User, to the exclusion of any other terms, including any (general or purchasing) terms of the User.

By using the products and/or services of Floral Profit BV, the User agrees to comply with and be bound by these Terms and Conditions. Users who do not wish to be bound by these terms may not access and/or use the products and/or services of Floral Profit BV.

Floral Profit BV has the right at all times to unilaterally amend these Terms and Conditions. The User will be informed of the amended terms in good time and in an appropriate manner.

02Use of products and/or services, usage agreement

By using products and/or services of Floral Profit BV, the User enters into a usage agreement with Floral Profit BV for each product or service, of which these Terms and Conditions form part.

Anyone who wishes to use products and/or services of Floral Profit BV, a prospective User, applies for this with Floral Profit BV by completing and submitting the application form intended for this purpose on the website of Floral Profit BV.

By completing the application form and submitting it to Floral Profit BV, the prospective User declares and warrants to Floral Profit BV:

(a) that he is authorised to enter into a usage agreement on behalf of himself or on behalf of the entity he represents;

(b) that all information he has entered is correct and in accordance with the truth;

(c) that he will maintain the accuracy and currency of the information he has provided and will pass on changes to Floral Profit BV immediately and adequately;

(d) that his use and/or application of the products and/or services supplied by Floral Profit BV will not be contrary to any applicable laws or regulations;

(e) that he has taken note of the rates of Floral Profit BV;

(f) to undertake to pay all costs charged to him by Floral Profit BV for the use of the products and/or services to be supplied to him, by the payment methods and within the payment terms determined by Floral Profit BV;

(g) to know and accept the Terms and Conditions as well as any additionally applicable usage conditions of Floral Profit BV.

A usage agreement commences at the moment Floral Profit BV has granted the application of the (prospective) User and the User has been registered as such by Floral Profit BV. Floral Profit BV may reject an application for reasons of its own and without further explanation. The (prospective) User is informed by Floral Profit BV by means of an email message to the email address provided by the (prospective) User.

The usage agreement is entered into for a term to be determined by Floral Profit BV per product and/or service and, without cancellation, is each time automatically renewed for the same term.

The User cannot terminate the usage agreement in the interim. However, the User may at any time during the term of the agreement and no later than the end date of the agreement indicate that he does not wish to renew the agreement by completing and submitting the form intended for this purpose on the website of Floral Profit BV, after which the agreement ends on the agreed end date. The date and time of receipt of the form as registered by Floral Profit BV shall apply as the date and time of cancellation.

Floral Profit BV reserves the right to cancel and/or terminate the usage agreement at any time (earlier or with immediate effect) for reasons of its own and without further explanation. Except in the cases mentioned below, the User will be informed of this by Floral Profit BV by means of an email message to the email address last provided by the User, and any fees/costs for use already paid by him to Floral Profit BV in respect of the period after the date of termination will be refunded to him by Floral Profit BV.

In the event of:

• (an application for) bankruptcy, suspension of payment, or debt restructuring of the User;
• closure or liquidation of the User's business;
• a culpable failure or serious suspicion of misuse by the User;
• (an attempt at) misuse of the products and/or services of Floral Profit BV by the User;
• an act or omission of the User towards Floral Profit BV and/or other Users contrary to the law and/or the terms of Floral Profit BV,

Floral Profit BV has the right to terminate the usage agreement(s) with the User with immediate effect without any notice in this respect and without refund of any amounts already paid by him or charged to him by Floral Profit BV, without being obliged to pay him any compensation and without prejudice to any further rights to which Floral Profit BV is entitled.

The termination of the usage agreement will not affect the validity of provisions that are intended to remain in force even after the termination of the agreement.

The User obtains a non-exclusive, non-transferable, and non-sublicensable right to use a product or service of Floral Profit BV for the term agreed in the usage agreement, to be used, applied, and/or utilised in accordance with the objectives and purposes formulated by Floral Profit BV for the product or service.

The User is responsible for correct and careful use of the products and/or services supplied to him by Floral Profit BV. He must refrain from unauthorised or careless use thereof. It is not permitted to use products and/or services of Floral Profit BV for purposes other than those for which they are intended by Floral Profit BV.

The User is obliged to carefully follow the instructions and regulations for the use and application of the products and/or services supplied to him.

Login or registration codes made available to the User by Floral Profit BV are personal, confidential, and non-transferable. Floral Profit BV may attach further conditions to the provision and use thereof. The use of products and/or services of Floral Profit BV using another person's login or registration codes is not permitted.

The User bears the full risk of loss and theft of the login or registration codes provided to him. The use or application of products and/or services of Floral Profit BV is and remains for the account, risk, responsibility, and liability of the User to whom the codes were provided by Floral Profit BV, including in the event of theft, loss, and/or misuse.

The User is not permitted to grant third parties access to the products and/or services of Floral Profit BV supplied to him, to make them available to third parties, to sell, rent, decompile, subject to reverse engineering, or modify, copy, duplicate, or scan them.

The User is not permitted to (have) remove(d) or (have) circumvent(ed) technical measures intended to protect the products and/or services of Floral Profit BV.

The User is not permitted to use products and/or services of Floral Profit BV for acts and/or conduct that are contrary to applicable laws or regulations, public decency, public order, or the rights of third parties. Under no circumstances is it permitted to add data, documents, or files that have illegal or offensive (including sexist, pornographic, racist, or discriminatory) content or that (otherwise) infringe the privacy of third parties.

The User is not permitted to use products and/or services of Floral Profit BV in such a way that their (proper) operation is impeded or prevented, or that Floral Profit BV, the product or service, or third parties are infringed upon or harmed.

The User is not permitted to distribute malware via the products of Floral Profit BV or to otherwise disrupt devices or systems therewith, whether of Floral Profit BV or of other users of the products and/or services of Floral Profit BV.

The User is not permitted to distribute spam, unsolicited marketing communications, or other content by means of the products of Floral Profit BV.

The User is obliged to observe the good name and reputation of Floral Profit BV at all times and to ensure that his use of the products and/or services of Floral Profit BV in no way harms the rights and/or reputation of Floral Profit BV.

Any further, specific conditions for products and/or services of Floral Profit BV may be contained in additional usage conditions that then apply as a supplement to these Terms and Conditions and form part of the usage agreement.

Floral Profit BV has the right to take all measures it deems necessary in the event that the User acts contrary to the terms of Floral Profit BV, such as suspending or terminating access to the product and/or service and recovering any damage or costs from the User.

Floral Profit BV has the right at all times to adapt its product(s) and/or service(s), to change or remove the operation or data in its product(s), to restrict the use of its product(s) and/or service(s), or to deny access to the product(s) and/or service(s) in whole or in part, temporarily or permanently, and to terminate the provision of its product(s) and/or service(s). In such cases, Floral Profit BV will inform the User of this in good time and in an appropriate manner.

03Intellectual property rights

All intellectual property rights and/or comparable rights to products and/or services of Floral Profit BV, including the underlying software, texts, images, video and/or audio fragments, rest solely and exclusively with Floral Profit BV or with its licensors. The ownership of data added by the User in the course of using or applying the products and/or services of Floral Profit BV remains the property of the User.

04Liability

Floral Profit BV is not liable for any damage, unless there is direct damage that is the direct result of intent or deliberate recklessness on the part of Floral Profit BV or of liability that cannot be excluded by law.

Floral Profit BV is never liable for indirect damage or consequential damage, including lost turnover or income.

Floral Profit BV is not liable for any damage, including any consequential damage, as a result of:

• disruptions in the data and/or telecommunications infrastructure (including software);
• incorrect, outdated, and/or incomplete information provided by or through the products and/or services of Floral Profit BV, including product, price, and trade information;
• situations of force majeure, which in any case also include internet disruptions, the failure or improper functioning of hardware, software, and communication systems, including computer failures, and systems of third parties, power outages, unlawful conduct of Users or third parties, the spread of (computer) viruses or other unlawful programs or files, or the hacking of the software and/or communication systems;
• use contrary to the applicable laws and/or regulations;
• the reverse engineering, disassembly, or decompilation, etc., in whole or in part, whether performed directly or through others, of the source codes, the syntax and/or the structure, the sequence and/or the organisation of the applications and application programming interface(s);
• the circumvention or having been circumvented of the security measures or technical restrictions in place;
• the incorrect, incomplete, or delayed display and/or provision of data.

The User indemnifies Floral Profit BV against all possible claims of third parties as a result of the use of the products and/or services of Floral Profit BV.

In the event that Floral Profit BV is nevertheless liable, that liability is limited to at most the total of the amounts in costs/fees paid by the User to Floral Profit BV during the six months preceding the arising of the claim for the product or service underlying that claim.

Floral Profit BV compiles its products and services with the greatest care. However, Floral Profit BV cannot guarantee that its products and/or services will always be available or function without interruption, errors, viruses, malware, or defects, or that the information provided is complete, correct, or up to date. Floral Profit BV reserves the right to discontinue its products and/or services (without notice), temporarily or permanently, without the User being able to derive any rights therefrom.

05Privacy

For the purpose of optimal service provision, Floral Profit BV processes personal data. This concerns data of the User such as name, address, place of residence, email address and telephone number, date of birth, business data such as VAT number, Chamber of Commerce number, bank account number, and IP address, product and trading data. Floral Profit BV has this data because it was provided to it by the User.

By providing the data to Floral Profit BV and/or by using the products and/or services of Floral Profit BV, the User gives Floral Profit BV permission to use and process the personal data.

Floral Profit BV attaches great importance to the privacy of the User and therefore exercises the greatest possible care in handling and protecting personal data. Floral Profit BV processes data in accordance with the conditions imposed by the General Data Protection Regulation (GDPR). Within the meaning of the GDPR, Floral Profit BV is the controller of the personal data and, as such, responsible for the data.

Personal data is only used where it is needed and for the purpose for which it is intended. The data may be used, among other things, for establishing, concluding, and performing usage agreements, invoicing and handling payments, granting or obtaining access to (online) products and/or services, communication, relationship management and marketing, management reporting, and to comply with laws and regulations. Floral Profit BV may use personal data for identity verifications and/or checks when granting or refusing access to its products and/or services, possibly processed in systems used by Floral Profit BV for this purpose, such as accounts or (login or registration) codes.

Floral Profit BV does not retain personal data longer than necessary for the purposes for which it was obtained and/or is processed. Floral Profit BV observes the statutory retention periods.

The User has, or must have, access to his own data at all times.

The User has the right to request Floral Profit BV:

• for access to his personal data;
• for rectification of incorrect personal data and/or completion of incomplete personal data;
• for erasure of his personal data (under certain conditions);
• for restriction of the processing of his personal data (under certain conditions);
• to receive the personal data that Floral Profit BV processes about him.

The User has the right:

• to data portability (under certain circumstances);
• to object to the processing by Floral Profit BV (under certain circumstances);
• to withdraw consent to the use and processing at any time, without this affecting the lawfulness of the processing based on the consent before its withdrawal;
• to lodge a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens).

Floral Profit BV takes appropriate technical and organisational measures to prevent misuse and loss of, unauthorised access to, or other undesirable actions with personal data.

If it is necessary to share personal data with another organisation, Floral Profit BV ensures an adequate processing agreement with that organisation which guarantees that the organisation works in accordance with the GDPR and that the data can be exchanged in a secure manner.

Floral Profit BV may share personal data with third parties if this is compatible with the purposes of Floral Profit BV. Provision to third parties may be necessary for the performance of the usage agreement, for safeguarding a legitimate interest of Floral Profit BV, or to comply with any legal obligation incumbent on Floral Profit BV. With companies that process data on behalf of Floral Profit BV, Floral Profit BV concludes a processing agreement to guarantee the same level of security and confidentiality of the data. Floral Profit BV remains responsible for the processing. Outside the foregoing situations, Floral Profit BV provides personal data to third parties only with the explicit consent of the User or where this is required under civil or criminal law.

Floral Profit BV may use personal data for commercial purposes, for example for information about services or relevant products or services of its own or of carefully selected organisations. Personal data is not sold or shared by Floral Profit BV with third parties for commercial purposes, unless the User has given explicit consent for this.

Floral Profit BV does not take automated decisions on the basis of personal data processed (solely by a computer).

06Websites, cookies

Floral Profit BV uses cookies on its websites. Cookies are stored for a maximum of twelve months after a visit on the device with which the websites were visited. Cookies can be switched off or deleted. This may lead to the websites functioning less than optimally. Websites of Floral Profit BV may contain references, for example by means of hyperlinks, banners, or buttons, to other websites. It may be the case that other privacy provisions apply to the use of those third-party websites. The privacy provisions of Floral Profit BV relate only to the personal data obtained by Floral Profit BV. Floral Profit BV accepts no responsibility or liability whatsoever for (the operation and/or content of) third-party websites.

07Rates

Floral Profit BV charges the User costs for the use of its products and/or services.

Floral Profit BV determines the rates. The rates are adequately announced by Floral Profit BV.

Floral Profit BV reserves the right to unilaterally amend the rates at its own discretion. Rate changes are adequately announced in advance by Floral Profit BV. In the case of existing usage agreements, rate changes will take effect as of the next date of renewal of the agreement, whereby the User is entitled to cancel the agreement before that date and thus to terminate the agreement on the agreed end date.

All rates or rate changes shall be binding and therefore payable by the User until the competent court, upon an action by the User, has decided otherwise by a judgment against which no further appeal is available. An action as referred to in the preceding sentence must be brought before the competent court in Arnhem within two months counted from the announcement of the relevant rate or rate change, failing which the rate or the change is irrevocable.

Payments in respect of products and/or services supplied by Floral Profit BV to the User must be made after receipt of the invoice. Floral Profit BV sends its invoices by email to the email address last provided to it by the User. The User must pay the amount due immediately and without set-off, rescission, or suspension, in euros, to Floral Profit BV. In the event of late or incomplete payment, the User owes, without prior demand and/or notice of default, interest to be determined by Floral Profit BV, up to a maximum of the statutory interest, as well as judicial and extrajudicial costs of collection.

08Complaints

Any complaints and/or claims of the User regarding the supply of a product or service of Floral Profit BV must be submitted to Floral Profit BV in writing and with reasons within one week of the date of (the agreed) supply of the product or service by Floral Profit BV to him, failing which the User is deemed to have forfeited his rights.

Any complaints and/or claims of the User concerning a defect in the operation and/or functioning of the product or service of Floral Profit BV must be submitted to Floral Profit BV in writing, with reasons, and accompanied by evidence within one week of the date on which the User detected the defect, failing which the User is deemed to have forfeited his rights.

Complaints and/or claims can be submitted by email, whereby the date and time of receipt of the email as registered by Floral Profit BV apply as the date and time of receipt of the complaint or claim.

09Nullity, voidability, unforeseen matters, and language

If and insofar as it is established at any time that a provision in these terms is null and void or voidable, this does not affect the validity of the remaining provisions in these terms. In place of the null and void or annulled provision, that which Floral Profit BV would have stipulated had it known of the nullity or voidability shall apply, and Floral Profit BV has the right to replace the provision with a provision that corresponds as closely as possible to the aim and purport of the null and void or voidable provision.

If and insofar as, in a particular case, the provisions in these terms do not provide a solution, or if in a special case a deviating provision is necessary, or in the event of a dispute about the application of one of these provisions, Floral Profit BV shall provide for it or decide.

The User is deemed to have sufficient knowledge of the Dutch language to understand the content of these terms.

10Choice of law

These terms are governed by Dutch law.

Disputes shall be settled by the competent court in Arnhem.