Article 1 - General
These General Terms and Conditions Floriday apply to the services of Royal FloraHolland offered via its digital platform Floriday (hereafter referred to as: “Floriday”). These General Terms and Conditions are also applicable to the use of and participation on Floriday and all related (legal) actions, including transactions established via Floriday, unless stated otherwise in these General Terms and Conditions.
Article 2 - Definitions
In these General Terms and Conditions Floriday (hereinafter referred to as: “Terms and Conditions”), the following definitions and abbreviations are used:
- Royal FloraHolland: Coöperatie Royal FloraHolland U.A.
- Floriday: The digital platform through which Users (Suppliers) can sell ornamental plants or flowers supplied by them and through which Users (Customers) can purchase ornamental plants or flowers and transactions between Users can be concluded reciprocally.
- User: the Supplier or Customer who by means of registration as a User on Floriday and acceptance of these Terms and Conditions, has indicated that it wishes to use Floriday;
- Purchase price: the price for which ornamental plants or flowers are bought, excluding VAT or other taxes;
- Customer: the buyer who has registered for use of and participation on Floriday;
- Supplier: the Supplier who has registered for use of and participation on Floriday.
Article 3 Log in, username & password
- A Supplier or Customer can request an online account at Floriday. It subsequently receives a username and has to set its own password and after which it has to accept the applicable privacy statement and these Terms and Conditions.
- Because of privacy and competition legislation, User is not permitted to allow access to Floriday to other parties than User's own employee(s). The User is responsible for ensuring that his employee(s) comply with these Terms and Conditions. The username and password are strictly for personal use by the User.
- The login, username, password and access to Floriday or a module or service as described in these Terms and Conditions and any rights deriving from that are not transferrable.
Article 4 Access & use
- The User has access to Floriday from the date that he receives the username from Royal FloraHolland. The User must provide a suitable computer with Internet access, software and modifications that meet the minimum system requirements for the use of Floriday.
- Access to Floriday, including the username, and any rights arising therefrom are non-transferable and exclusively intended for the User.
- A User must complete all his (personal) details accurately and in full and must ensure that changes to these (personal) details are communicated to Royal FloraHolland immediately.
- Royal FloraHolland reserves the right to refuse registration of a User and its use of Floriday, and to terminate it unilaterally.
- A User is required to follow the instructions and directions with regard to the use of Floriday given by Royal FloraHolland.
- When the User logs in to ‘Floriday’ with its username and password, the User can specify for a specific transaction module or payment module or service whether the User intends to make use of the module or service in question. Once the User has accepted the supplementary terms and conditions for a specific transaction module or payment module, the User can then use the specific module in question.
- Floriday may not be accessed or used by any User, natural or legal person against which the United States (US) and/or European Union (EU) have instituted sanctions (including Iran, Cuba, North Korea, Syria, Sudan and Zimbabwe), and other (natural) persons who are listed on the US Government or EU denied parties list. Furthermore User will not disclose nor provide its username and password, provide or deliver any products or create an account for (end) customers or to any such person to whom the foregoing applies. User shall be fully liable for and will be persecuted in case of any violations of this paragraph.
- Royal FloraHolland performs its service(s) via Floriday on the basis of a best efforts obligation, which is limited to facilitating the payment to the Supplier relating to the transaction or (purchase) agreement concluded between a Supplier and a Customer.
- Royal FloraHolland is not party to a transaction or an (purchase) agreement between a Supplier and a Customer. If a transaction or agreement is concluded between a Supplier and a Customer or if for any reason this does not happen, no rights whatsoever will arise therefrom towards Royal FloraHolland. Royal FloraHolland holds neither responsibility nor any liability for the execution of a transaction or an (purchase) agreement or its contents.
Article 5 Rates and payment
- The use of Floriday is free unless these Terms and Conditions specify a rate which has been accepted by the User.
- Payment of the applicable rate per period must be paid before the start of that period. Payment of the applicable rate owed is invoiced and charged to the User by Royal FloraHolland as far as possible via automatic business collection, and the User is expected to cooperate with that method of payment.
- None of the prices includes VAT.
- Royal FloraHolland reserves the right to change or introduce rates every year. In that case, the User has the right to cancel the use of Floriday before the end of the term if this is done within 4 (four) weeks after the User has been informed of the new rate by e-mail or, if this announcement is lacking, within 4 (four) weeks after the new rate is implemented.
- Supplier is obliged to pay the usual commissions, charges and/or levies etc., to Royal FloraHolland, regarding the transactions or agreement(s) entered into between the Supplier and a Customer, and for services that Royal FloraHolland provides to the Supplier in this regard.
Article 6 Questions, complaints
- If a User has complaints or questions, except from claims with regard to purchased or delivered ornamental plants or flowers, the User can appeal to Floriday for support via email@example.com.
- A natural person can specify via firstname.lastname@example.org that he or she does not wish to receive unrequested electronic communication, i.e. other messages than those associated with the service(s) he or she is subscribed to, from Royal FloraHolland.
Article 7 Termination
- The User can terminate its account or participation of Floriday itself with his username, via the website Floriday, taking into account the period of notice. The period of notice is the same as the payment period unless otherwise stated in these Terms and Conditions.
- Royal FloraHolland can terminate its service in respect of Floriday for reasons of its own by sending a written message or e-mail stating this to the registered e-mail address of the User, taking into account a period of notice of 4 (four) calendar weeks.
- Royal FloraHolland is also entitled to rule out and to terminate the participation on and use of Floriday immediately, without prior or further notice and without being required to make any damage compensation or restitution of any amounts already paid, regardless of any rights further accruing to Royal FloraHolland:
- if the User has initiated bankruptcy, suspension of payment or debt restructuring proceedings
- in case of termination or liquidation of the User’s business
- if there is a culpable failure or strong suspicion of misuse by the User;
- in case of misuse or electronic infiltration (hacking) of (the system of) Floriday or Royal FloraHolland (by the User);
- an action or omission on the part of the User with respect to Floriday or Royal FloraHolland or contrary to the law or these Terms and Conditions, as well as if the User's actions or omissions gives cause to that end in other respects;
- if the Supplier is no longer registered as a member with Royal FloraHolland.
- The date on which the participation of Floriday is terminated does not affect any owed rates or costs over the period up to and including the period of notice.
Article 8 Liability and indemnity
- Royal FloraHolland is not liable for any damage (any potential consequential damage included) including but not restricted to the damage resulting from:
a) defects in the data/telecommunication infrastructure (including software);
b) the use of or participation in Floriday;
c) any service supplied by Royal FloraHolland in this regard;
d) (incorrect, obsolete or incomplete) information published on the website Floriday, including supply, product and transaction information;
e) situations of force majeure, including in any case, but not exclusively:
- Internet disruptions, hardware, software and communication systems that do not function or do not function properly, including computer malfunctions, power outages and the like, and;
- wrongful actions of Users or third parties, the spreading of (computer) viruses through Floriday or other unlawful programs or files, or software and communication systems of Royal FloraHolland being hacked;
f) the incorrect or incomplete or delayed provision of information to a Supplier or Customer;
g) not concluding a transaction between Users, for any reason nor for damage as a result of a transaction between Users.
h) faults in any transaction or payment module(s). Royal FloraHolland is not in any way liable for any loss that arises from or is associated with the performance of the transaction(s) or agreement(s) entered into between Users or for any breach of contract by a Supplier towards a Customer and vice versa in this regard;
i) a User accepts full liability towards Royal FloraHolland for loss arising from and/or associated with the performance of the relevant transactions and agreement(s) entered into between the User and other Users of Floriday, as well as for the conduct of their employees or any individuals User may hire and who cause a loss to Royal FloraHolland, which is directly or indirectly related to their work. A User indemnifies Royal FloraHolland against any claims by Users or third parties in this regard, as well as against claims of Users or third parties in relation to non-payment and/or inadequacies in the financial settlement as a result of an act or omission by the User, of whatever nature, relating to the transactions and agreements entered into between User and other Users.
j) User will arrange proper insurance against the possibility of liability, and keep itself insured, subject to the applicable laws and legislation in this regard.
Unless deliberate intent or willful recklessness on the part of Royal FloraHolland is involved. If employees of Royal FloraHolland have made an error, which could be considered deliberate intent or willful recklessness, the liability of Royal FloraHolland and its employees is limited to the rate charged to the User by Royal FloraHolland for Floriday over the last 12 (twelve) months.
- Royal FloraHolland cannot be held liable for indirect damage.
- The User bears the risk for incorrect or unauthorised use of his username and that of his employee(s), the use or misuse of usernames or passwords or other User information. The User bears the risk for this alone.
- The User indemnifies Royal FloraHolland against claims from third parties associated with the activities of the User and its employees when using Floriday.
- The information that Floriday provides to the User is free of obligation. The User cannot derive any rights towards Royal FloraHolland from this.
Article 9 Intellectual property rights and Privacy
- By the mere use of Floriday the User acknowledges the intellectual property rights of Royal FloraHolland regarding the platform and system Floriday and the information associated with the service. Furthermore the User can’t derive any rights from the product photos shown on the platform and system Floriday which are linked to the (supply) information placed by a User.
- The User will treat all relevant information confidentially and only use it in accordance with the aim of the service in question and will not grant third parties access to the service or the information, either in part or in its entirety.
- The User shall not attempt to obtain any information about other Users, nor grant a third party access to it. The Customer is permitted to use product photos and (supply) information to its (end)customers for information on possible sales or transactions.
- The User is responsible for the correct use and regular changing of its password.
- Royal FloraHolland registers and processes log-in data to check for improper use and to improve the service provision.
- The Supplier guarantees that royalties have been paid as applicable to all supplied ornamental plants or flowers and that these ornamental plants or flowers can be freely traded by the Supplier and the Customer without infringing any intellectual property rights of third-parties, such as breeders’ rights. The Supplier indemnifies the Customer, other users and Royal FloraHolland in this regard.
- When the User offers ornamental plants or flowers on the platform or the Floriday system or one of the sales channels connected thereto, a product photo and the accompanying (product) information will be shown, insofar as Royal FloraHolland has access to this. In doing so, the User will immediately follow all possible instructions, which occasionally can be given by or on behalf of Royal FloraHolland.
- The User will never or will not exercise this use in a way that is misleading or harmful for Royal FloraHolland or another User in any way. If the User makes changes to the product information already posted or offered by the User, these changes must comply with the Royal FloraHolland requirements set in these Terms and Conditions, which requirements may be amended by or on behalf of Royal FloraHolland from time to time. Royal FloraHolland is not obliged to use the (product) information supplied by the User or to display this on Floriday or one of the sales channels connected thereto.
The User guarantees that:
a) the provided (product) information, product photos, trade names, (company) logos and word and figurative marks do not infringe the rights of Royal FloraHolland, other users and third parties including, but not limited to intellectual property rights (e.g. trademark rights and copyrights);
b) the supplied (product) information has been provided correctly and truthfully.
- The User hereby grants permission respectively to the extent necessary grants Royal FloraHolland a non-exclusive, transferable license for the unlimited, worldwide and forever use of product photos, images, trade names, (company) logos and word and figurative marks obtained by Royal FloraHolland of or on behalf of the User or offered by or on behalf of the User, such as use, multiplication and publication of this (product) information etc., in all media, now known or to be developed in the future. The User guarantees to Royal FloraHolland that it is authorized to provide this license (for now and in the future).
- User indemnifies Royal FloraHolland fully for all damages and costs of any kind whatsoever arising from the non-fulfilment of one or more obligations as described in article 9.
Article 10 Amendment of Terms and Conditions
- Royal FloraHolland reserves the right to amend these Terms and Conditions.
- Amendments are announced directly to the User in an e-mail, and come into effect once they have been announced, unless the User terminates the service in question within 4 (four) weeks of receiving the message. If an agreement was made for a limited period or a longer period of notice than 4 (four) weeks was agreed, the possibility of interim termination is only permitted if the User cannot be reasonably expected to continue using Floriday under the amended Terms and Conditions.
Article 11 Other Terms and Conditions, applicable law and competent court
- The Terms and Conditions and the service and all transactions concluded via Floriday are governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is explicitly excluded.
- In case a User is registered as a customer or member or contract supplier with Royal FloraHolland, also the Auction Regulations and Articles of Association of Royal FloraHolland apply, to the extent these Terms and Conditions do not deviate therefrom.
- The District Court of Amsterdam has the exclusive jurisdiction over all disputes between Royal FloraHolland and Users that may arise out of or in connection with Floriday, transactions or agreements concluded between Users via Floriday.
- The applicability of the User's or third party (general) terms and conditions is explicitly excluded, unless these Terms and Conditions explicitly state otherwise. If a provision in supplementary or other terms and conditions for a specific transaction, payment module or of one of the sales channels connected to Floriday conflicts with a provision in these Terms and Conditions, the Terms and Conditions take precedence.
- If a provision of these Terms and Conditions appears to be invalid, Royal FloraHolland will be entitled to replace this provision with a provision that is in keeping with the original provision as much as possible.
- These Terms and Conditions can be sent to the User by e-mail or by post free of charge upon request.
- By ticking “I agree to the General Terms and Conditions” on the website of Floriday, the User declares that it consents to the applicability of the General Terms and Conditions Floriday, the digital delivery thereof and that the digital delivery has taken place, and consents to the registration and processing of log-in data to check for improper use and to improve the service.
General Terms and Conditions Floriday, version 2.0, April 2019