General terms and conditions of API Floriday

Article 1 General

These General Terms and Conditions API Floriday (hereinafter: "API Terms"), which have been filed with the registry of the Amsterdam District Court, apply to the use of API(s), either alone or in combination with the website www.floriday.io, applications, apps, and/or any other services offered by Royal FloraHolland through its digital platform Floriday (hereinafter: "Floriday"), as well as to Content available through these API(s). The provisions of the General Terms and Conditions Floriday also apply to these API Terms, insofar as these API Terms do not expressly provide otherwise.

Article 2 Definitions

In these API Terms, the following terms and abbreviations used herein are defined as follows, where singular terms may also be used in the plural:

Royal FloraHolland: Cooperative Royal FloraHolland U.A., registered at Legmeerdijk 313, (1431 GB) Aalsmeer, registered with the Chamber of Commerce under number 34284016, with VAT identification number: NL8185.16.094B03;

Floriday: The digital platform and website Floriday (www.floriday.io) and any other application(s) designated by Royal FloraHolland, on which Users (suppliers) can sell their ornamental horticulture products and on which Users (customers) can purchase ornamental horticulture products and conclude transactions among Users;

User(s): The natural or legal person acting in his or her professional capacity in the ornamental horticulture industry who, by registering as a User on Floriday and accepting the General Terms and Conditions Floriday, has indicated his or her intention to use Floriday;

API(s): The application programming interface(s) that make Content and functionalities available to Software Supplier;

API-key: The access data provided by Royal FloraHolland to the Software Supplier if the Software Supplier has been accepted by Royal FloraHolland, enabling the Software Supplier to access the API;

App: An application developed by a third party, which falls outside the scope of the Content and is offered to Users via Floriday;

Client Application: An application developed by a Software Supplier, through which the Software Supplier makes Content available and/or can make Content available to the User(s) electronically, especially via websites, applications, widgets, or other methods;

Client Credentials: A unique identification tool that, in combination with a password, identifies the Client application of the Software Supplier;

Content: The whole of offering and product information, product photos, specifications of orders or agreements, deliveries, trade relationships, trade names, (company) logos, and/or word/image marks, etc., of Users in or on Floriday, consisting of, among other things, text, images, and product and technical specifications, which Royal FloraHolland makes available to Software Supplier(s) via the API and which information Royal FloraHolland can change at any time. Royal FloraHolland will inform the Software Supplier in advance, if possible, after a change has taken place;

Developer Portal: The portal where Royal FloraHolland offers information about the API and where registration for API use takes place;

Limit: The maximum number of times the API can be accessed per day by the Software Supplier. Royal FloraHolland does not have a fixed limit and operates under a Fair Use Policy, meaning that Royal FloraHolland expects the Software Supplier to use the API reasonably and normally, in accordance with the provisions of these API Terms, and the Software Supplier and/or its Users will not engage in unnecessary, excessive, and/or improper use of the API (nor allow it to be done).

Software Supplier(s): the (natural or legal) person acting in the course of his profession or business who offers a Client Application to its Users and who has registered this Client Application on Floriday and who has accepted these API Terms and any other terms declared applicable by Royal FloraHolland and/or Floriday, and has been accepted as such by Royal FloraHolland;

Article 3 Registration and Acceptance

1. Registration as a Software Supplier implies acceptance of:
a. these API Terms and Conditions, and;
b. the General Terms and Conditions of Floriday;
c. the Privacy Policy of Floriday;

as well as the obligation to comply with and act accordingly to the aforementioned terms. By registering, the Software Supplier explicitly grants consent to Royal FloraHolland/Floriday to use their (personal) data for communication on behalf of Royal FloraHolland with the Software Supplier, as well as for Royal FloraHolland's own business purposes, including marketing and promotion of Royal FloraHolland and/or Floriday. Royal FloraHolland registers and processes the registration and login details to monitor improper use and improve its services.

2. In order to act as a Software Supplier, the Software Supplier must:
a. complete the registration form, including their company and address details, fully and truthfully;
b. accept the applicable conditions as described in Article 3, section 1;
c. be accepted as such by Royal FloraHolland.

3. Royal FloraHolland shall inform the Software Supplier within a reasonable period after receiving the fully completed online registration form by email whether they accept the (potential) Software Supplier. Royal FloraHolland may refuse an application at its own discretion and for its own reasons. If Royal FloraHolland accepts the Software Supplier, the Software Supplier will be provided with an API key and the Client credentials, which grant access to the API, and an online test user account.

4. The acceptance as a Software Supplier, the API key, the Client credentials, the online test user account, and any resulting access to the online Floriday application are strictly personal and not transferable unless Royal FloraHolland has explicitly given prior written consent to the Software Supplier for such transfer.

5. The Software Supplier bears the risk of incorrect or unauthorized use of their API key, Client credentials, and online test user account. The Software Supplier guarantees and must ensure at all times that their API key, Client credentials, and test user account are sufficiently secured according to the most up-to-date ICT standards, and that Users or third parties do not have access to or cannot obtain them.

6. The Software Supplier must immediately notify Royal FloraHolland of any changes to their company and/or address details or any other essential or relevant information.

7. The Software Supplier will never represent and/or act as an agent or representative of Royal FloraHolland and/or Floriday and, in particular, will not make commitments and/or obligations on behalf of Royal FloraHolland and/or Floriday.

Royal FloraHolland reserves the right at all times to refuse, block, and/or unilaterally terminate the registration or acceptance of the Software Supplier and the use of the API and/or access to the Content or to Floriday if, in the judgment of Royal FloraHolland, there is cause to do so, including (suspected) violation of these API Terms and Conditions and/or other applicable terms and conditions, and/or if such infringement or non-compliance persists after Royal FloraHolland has given the Software Supplier a period to rectify the infringement or non-compliance.

Article 4 Access and Use

1. Subject to the conditions set forth in these API Terms and Conditions, Royal FloraHolland grants the Software Supplier a non-exclusive, non-transferable, and non-sublicensable right of access to and use of the API solely for the purpose of: generating internet traffic to and from Floriday, developing and testing, and supporting the Software Supplier's Client application, and to distribute or grant access to the API integration in its Client application to Users, all in accordance with these API Terms and Conditions, the General Terms and Conditions of Floriday, and any other applicable terms, and to the extent permitted under applicable laws and regulations.

2. The Software Supplier must at all times:

• Follow the instructions and guidelines provided by Royal FloraHolland regarding the use of Floriday. The Software Supplier shall always act in accordance with these API Terms and Conditions and all guidelines and instructions provided by Royal FloraHolland regarding the installation and use of the API, as well as the Content.
• Clearly state on the Client application that the Content is from Royal FloraHolland and/or Floriday. Royal FloraHolland does not guarantee the accuracy of the Content and assumes no liability in this regard.

3. The Software Supplier is not authorized, and it is not allowed, to distribute the API or grant access to third parties, except for Users. All rights not expressly granted to the Software Supplier by Royal FloraHolland are reserved to Royal FloraHolland.

4. The Software Supplier shall not make any changes to the appearance of the Content, except to the extent that Users have given their consent and/or it enhances the user experience of Users and is in line with these API Terms and Conditions and any other applicable terms of Royal FloraHolland and/or Floriday, provided that such use is never displayed or used in a misleading or potentially harmful manner for Users, Royal FloraHolland, and/or Floriday.

5. The information provided by Royal FloraHolland to the Software Supplier is entirely without obligation. The Software Supplier cannot derive any rights against Royal FloraHolland from this information.

6. Royal FloraHolland reserves the right to change aspects of the API at any time in accordance with the release process, for example, but not limited to, improvement or protection of Floriday, suspension and/or termination, including the availability of the API. Royal FloraHolland will communicate this to the Software Supplier, if possible, prior to the change, through the Developer Portal.

7. Royal FloraHolland/Floriday shall by all reasonable means ensure that the Software Supplier:

• Has access to a test and live environment of Floriday.
• Can contact Floriday via chat (Slack) or directly via the implementation consultants for questions, complaints, functional, and/or technical support for both the test and live environments of Floriday.
• Is timely informed of updates and the release process or any changes or modifications to the API, etc.

8. Upon Royal FloraHolland's first request, the Software Supplier shall immediately and at all times cooperate with Royal FloraHolland if there is any improper and/or unlawful use or abuse of the API and/or the Content by or on behalf of a User, whether or not through the Software Supplier's Client application, including use that violates the General Terms and Conditions of Floriday.

9. The Software Supplier must at all times ensure, to the extent possible and reasonably expected, that (whether through the Client application or otherwise):

• No illegal activities are conducted, promoted, and/or endorsed.
• No spam, unsolicited marketing communication, or other Content that is not in line with the policies of Royal FloraHolland and/or Floriday is sent.
• No infringement is made on the intellectual property rights, privacy, and/or any rights of Royal FloraHolland and/or Users.
• No reverse engineering, disassembly, and/or decompilation, etc., of the source code, syntax, and/or structure, order, and/or organization of the API(s) and/or the Content.
• No modification, duplication, rental, sale, distribution, (sub-)licensing, or any other form of commercial use (by third parties) of the API, the Floriday application, and/or Floriday that may be harmful and/or detrimental to Royal FloraHolland, Floriday, Users, or the service provided by or through Floriday to Users.
• No use of the APIs and/or the Content for the development or operation of a platform that directly competes with Floriday and that may be detrimental to (the reputation of) Floriday, may cause confusion or deception, or may be harmful, obstructive, and/or disruptive to Floriday and/or Users.
• No circumvention of security measures or technical restrictions of the API and/or Floriday.
• No exceeding of the Limit.
• No distribution or facilitation of viruses or other harmful computer code.
• No uploading, posting, collecting, or storing of User passwords and/or access codes.
• No violation of other applicable terms of Royal FloraHolland and/or applicable laws and regulations.

10. The Client Application shall not in any way give the User the impression that the Client Application is from or developed by Royal FloraHolland. Furthermore, it must be explicitly and clearly stated to the User that Royal FloraHolland has no control over and is not responsible for the Client Application.

11. The Software Supplier is solely responsible and liable for its use of the API. Upon request from Royal FloraHolland, the Software Supplier shall take appropriate measures to prevent and limit incorrect information in the Content and/or within the Client Application. The Software Supplier shall cooperate in limiting and/or remedying any damages that may be suffered by Royal FloraHolland, Users, and/or third parties resulting from or as a consequence of incorrect or erroneous offering, product, or other information.

12. If, in the reasonable judgment of Royal FloraHolland, the API or Floriday is hindered by the installation and/or use of the Client Application, thereby disrupting the use of the API and/or Floriday or compromising security aspects, Royal FloraHolland (against the Software Supplier) is entitled to immediately block the use of the API, the use of its Client Application, and access to the Content.

13. Royal FloraHolland does not impose a Limit on the number of times the Software Supplier can access the API per day, provided that Royal FloraHolland does have a Fair Use Policy in place to prevent abuse, improper use, unlawful or excessive use of the API, and inconvenience to Users.

14. If Royal FloraHolland determines that the Software Supplier does not comply with the Fair Use Policy or if Royal FloraHolland observes a violation of the provisions in this Article 4, Royal FloraHolland will inform or warn the Software Supplier about this in writing (by email). Royal FloraHolland assumes that the Software Supplier will promptly adjust its use of the API, failing which Royal FloraHolland is entitled to impose a (temporary) block on access to the API for the relevant Software Supplier and/or terminate the registration of the Software Supplier as described in Article 3, without prejudice to any other rights of Royal FloraHolland.

15. Notwithstanding the provisions of the preceding paragraphs of this Article 4, Royal FloraHolland is at all times entitled to set a Limit and to adjust this Limit at any time.

Article 5 Termination of Registration/Participation

1. The Software Supplier has the option at any time to terminate its license as described in Article 4 paragraph 1 and the access to and use of the API, the API key, the Content, the Client application, and the test user account by making this known in writing (via email) to Royal FloraHolland at support@floriday.io.

2. Royal FloraHolland is at all times entitled to terminate the Software Supplier's use of the API with immediate effect and/or block the API key, without being obligated to pay any compensation for damages and/or costs, without prejudice to any other rights of Royal FloraHolland. This right can be exercised by Royal FloraHolland, among other things, in the event of:

• An application for bankruptcy, suspension of payments, or debt restructuring of the Software Supplier;
• Suspension or liquidation of the business of the Software Supplier;
• A culpable breach or serious suspicion of misuse by the Software Supplier;
• (An attempt at) abuse and/or electronic intrusion (hacking) of (the system of) Royal FloraHolland and/or Floriday and/or the Content by (or on behalf of) the Software Supplier;
• The absence of sufficient security measures by the Software Supplier and/or the failure, untimely, or inadequate implementation of security measures by the Software Supplier, as determined by Royal FloraHolland;
• A material act or omission of the Software Supplier towards Royal FloraHolland and/or Floriday in violation of the law and/or these API Terms and Conditions and/or other applicable terms of Royal FloraHolland or if the act or omission of the Software Supplier otherwise gives rise to this.
• In the case of non-material act or omission, the Software Supplier will be granted a remedy period of seven (7) days to rectify the breach or omission.

3. If the registration or participation and/or access of the Software Supplier is terminated for any reason:

• The license and/or all other rights granted to the Software Supplier will be immediately terminated, and the API key will be blocked, and;
• The Software Supplier's access to the Developer Portal will be blocked, and;
• The Software Supplier is required to destroy and/or delete all confidential information relating to Royal FloraHolland, Floriday, and/or Users that the Software Supplier has become aware of or obtained and/or is in possession of - at the choice of Royal FloraHolland - to the extent possible unless such information, (personal) data, under a legal obligation or statutory provision, must be kept for a certain statutory period. In that case, the Software Supplier will keep this information and/or (personal) data as permitted by law and as far as possible anonymized and (must) delete and/or destroy it after the aforementioned period has expired.

4. The Software Supplier is not entitled to any compensation for damages and/or costs from Royal FloraHolland in connection with the termination by Royal FloraHolland of the registration or participation as a Software Supplier and/or the termination of the use of the API.

Article 6 Rates and Payment

1. The registration and registration as a Software Supplier, as well as the trading or use of the API, the Content, and/or the Floriday application, is free of charge

2. Royal FloraHolland reserves the right to introduce a rate for placing an App on Floriday or to change these rates annually, which will be announced prior to the introduction or change on the website of Floriday (www.floriday.io).

Article 7 Liability and Indemnification

1. The Software Supplier is fully responsible and liable for the use of the API key, the Client credentials, and the test user account, as well as for the development, maintenance, functioning, and content of its Client application.

2. The Software Supplier undertakes to fully comply with these API Terms and Conditions, including the activities mentioned in Article 3 and 4 of these API Terms and Conditions, and all applicable laws and regulations, including privacy laws and regulations.

3. The Software Supplier indemnifies Royal FloraHolland against any damages and/or costs related to or resulting from actions of the Software Supplier and those acting on behalf of the Software Supplier in connection with the use of the API key and all activities as mentioned in Article 3 and 4 of these API Terms and Conditions, as well as against claims from Users and/or third parties in this regard.

4. The Software Supplier will adequately insure and keep insured for the possibility of liability in accordance with the applicable laws and regulations. Upon request, the Software Supplier will provide Royal FloraHolland with access to all relevant policies.

5. Royal FloraHolland is not liable for any damages (including consequential damages) including but not limited to damages resulting from:
a) Disruptions in the data/telecommunication infrastructure (including software);
b) The use of the API key, the Client credentials, the test user account, the Content, the Developer Portal, and/or Floriday, including - but not limited to - damages and costs resulting from the improper functioning of the API, the Client credentials, the test user account, Floriday, technical failures, incorrect content information, and the like;
c) Any services offered by Royal FloraHolland in this context;
d) (Incorrect, outdated, and/or incomplete) information stated on Floriday;
e) Force majeure situations, including but not limited to internet disruptions, non-functioning hardware, software, and communication systems, including computer failures, power outages, etc.; and
f) Unlawful actions of Users and/or third parties, the distribution of (computer) viruses via Floriday or other unlawful programs or files, the hacking of Floriday and/or Royal FloraHolland's software and communication systems;
unless there is intent or conscious recklessness on the part of Royal FloraHolland. In the event of an error committed by (employees of) Royal FloraHolland that qualifies as intent or conscious recklessness, the liability of Royal FloraHolland (and its employees) is limited to the amount paid by Royal FloraHolland to the API user for the registration as a Software Supplier and the fees charged to the Software Supplier in connection therewith in the preceding 12 (twelve) months.

6. Royal FloraHolland is never liable for indirect damages or loss of profits.

Article 8 Intellectual Property Rights, Privacy, and Security

1. The Software Supplier acknowledges that:

• All intellectual property rights relating to Floriday, the API, the API key, the Client credentials, the test user account, the Developer Portal, and the related applications, apps, websites, and information, etc., including but not limited to copyrights, trademarks, domain names, solely belong to and remain the property of Royal FloraHolland; and
• All intellectual property rights relating to (product) information, product photos, trade names, (company) logos, and/or word/image trademarks of Users are the property of the respective Users or right holders and remain their property.

2. The Software Supplier shall at all times respect the intellectual property rights of Royal FloraHolland as described above.

3. The Software Supplier shall treat as confidential all information known to him as a result of the acceptance or registration by Royal FloraHolland as a Software Supplier or his registration and the activities, actions, and/or the use of the API key, the API, and Floriday carried out by or on behalf of the Software Supplier, and shall only use such information in accordance with the purposes as set out and described in these API Terms and Conditions, and shall not disclose this information to third parties.

4. The Software Supplier shall not attempt to obtain information about other Software Suppliers and/or Users nor provide third parties with access thereto.

5. The Software Supplier is responsible for its Client application and its use by Users. This includes, among other things, the responsibility to comply with and enforce its own end-user license agreement and the applicable privacy policy for Users who use its Client application. The aforementioned end-user license agreement must allow the Software Supplier and Users of its Client application to comply with these API Terms and Conditions, the General Terms and Conditions of Floriday, and the Privacy Statement of Floriday.

6. The Software Supplier guarantees that its Client application, networks, operating system, and software of web servers, routers, databases, and computer systems (hereinafter: the "Systems") are correctly configured to operate its Client application and store Content in a secure manner. The Client application must have security measures in place to sufficiently protect User information in accordance with applicable (privacy) legislation and the most current ICT/industry/technical standards, as determined by Royal FloraHolland.

7. Royal FloraHolland has the right, at its sole discretion, to examine and evaluate the documentation related to the Client application and the systems of the Software Supplier for the purpose of securing Floriday, the API, and the digital systems and infrastructure of Royal FloraHolland, for security risks and vulnerabilities. Such evaluation will be conducted during office hours in a manner that minimally disrupts the normal business activities of the Software Supplier. The Software Supplier is obligated, at its own expense and risk, to immediately remedy any security vulnerabilities identified by Royal FloraHolland - whether or not based on an evaluation or inspection as mentioned above - and also notify Royal FloraHolland in writing that the security vulnerability has been remedied, including a description of the action(s) taken and security measures implemented.

Article 9 Amendment of API Terms and Conditions

1. Royal FloraHolland reserves the right to amend these API Terms and Conditions at any time.

2. Material changes will be communicated to the Software Supplier through direct electronic notification and will take effect one (1) month after they have been communicated.

Article 10 Other (General) Terms and Conditions, Applicable Law, and Competent Court

1. These API Terms and Conditions and the legal relationship between Royal FloraHolland and the Software Supplier shall be governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

2. The District Court of Amsterdam shall have exclusive jurisdiction to settle all disputes between Royal FloraHolland and the Software Supplier.

3. The applicability of the Software Supplier's or any third party's own (general) terms and conditions is explicitly excluded, unless these API Terms and Conditions expressly state otherwise. In the event of any conflict between these API Terms and Conditions and the General Terms and Conditions of Floriday, these API Terms and Conditions shall take precedence.

4. If any provision of these API Terms and Conditions is declared void or unenforceable, Royal FloraHolland shall have the right to replace such provision with a provision that best reflects the purpose and intent of the original provision.

5. These API Terms and Conditions will be sent to the Software Supplier by post free of charge upon request.

General terms and conditions of API Floriday, version May 2023