Florist Touch Website Terms and Conditions

Your attention is particularly drawn to the provisions of clause 18 (limitation of liability).

Definitions

In these Terms:

• Acceptable Use Policy means any acceptable use rules we publish at floristtouch.co.uk from time to time.
• Account Information means information you provide to create or manage your Florist Touch account (names, emails, billing details and similar).
• Client Money means funds received or held on behalf of another party. Florist Touch does not receive or hold Client Money in respect of Reseller services.
• Florist Touch Content has the meaning given in clause 13.1.
• Reseller means an independent contractor licensed to assist florists with onboarding, design or support on the Florist Touch platform.
• Service or Services means the Florist Touch platform, its software and associated products or services we provide, including any optional setup services.
• Term means the duration of this Contract from sign-up until termination under clause 16.
• Your Content has the meaning given in clause 13.2.
• Privacy Policy means our privacy policy at floristtouch.co.uk/privacy.
• End User means any person or entity who accesses your site or content via the Service.

1. About us

1.1 Company details. Florist Touch Ltd (company number 12456022) (we, us and Florist Touch) is a company registered in England and Wales and our registered office is at 3rd Floor Suite, 207 Regent Street, London, England, W1B 3HH. We operate the website floristtouch.co.uk and provide the Florist Touch software platform (the Service).

1.2 Contacting us. To contact us, telephone our customer service team on 07481 355 601 or email us via the contact details on our website. How to give us formal notice of any matter under the Contract is set out in clause 21.2.

1.3 Our role. Florist Touch provides a software platform and related services for florists and does not itself provide floristry services. Some onboarding, design, content and technical support may be provided by independent resellers, as explained in clause 12.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to your use of the Service and to any order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts on our website to place your order or sign up for a plan. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the Services specified in the order (Services) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any information you submit is complete and accurate.

3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but this does not mean that your order has been accepted.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it or when we make the Service available to you (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

4. Cancelling your order and obtaining a refund (business customers)

4.1 As the Service is provided on a business-to-business basis, statutory consumer cancellation rights do not apply. Any rights to cancel and receive a refund are contractual only.

4.2 You may cancel the Contract for ongoing monthly subscription Services by giving us not less than 14 days’ notice to expire at the end of a billing period. Cancellation takes effect at the end of the then-current month and no pro-rata refund is given for part-month usage, unless we agree otherwise in writing.

4.3 To cancel the Contract, you must complete any online cancellation process we provide, or contact us via the contact details on our website. We will email you to confirm we have received your cancellation.

4.4 For any one-off, optional setup Services (see clause 7), the £85 setup fee is non-refundable in all circumstances, including if the final site does not fully match your personal preferences for design, functionality or layout.

5. Our services

5.1 Platform Services. Florist Touch operates an e-commerce platform providing websites and online services to florists (the Platform). We provide ongoing platform updates and improvements, guidance for routine tasks (such as changing opening times or photos), setup help (domains, email forwarding, SEO guidance), optional newsletters for key florist dates (for example Mother’s Day, Valentine’s Day, Christmas) and general advice on user experience and SEO, as described on our website from time to time.

5.2 Optional Setup Service. We may offer an optional setup service for a fixed fee (see clause 7). Timelines for setup are indicative only and depend on the timely supply of content, text, images and approvals from you. We are not responsible for delays caused by missing or inaccurate materials.

5.3 Excluded services. Unless expressly agreed otherwise in writing, the Services do not include weekly item or content updates (text, prices, images), adding new pages or gallery changes, or regular “we do it for you” maintenance, which are available by quotation. Setup does not include domain name registration, more than 5 service pages, bespoke layouts, photo editing, shop item additions or custom features; if such bespoke requirements are added, indicative timelines no longer apply.

5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.5 Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but such dates are estimates only and failure to perform the Services by those dates will not give you the right to terminate the Contract.

5.6 Business use and territory. Our Services are intended for use by businesses in the UK only. You may place an order from outside the UK, but the primary use of the Services must be in connection with a florist business established in the UK.

6. Your obligations

6.1 It is your responsibility to ensure that:

• (a) the information in your order is complete and accurate;
• (b) you cooperate with us in all matters relating to the Services;
• (c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• (d) you obtain and maintain all necessary licences, permissions and consents which may be required for your use of the Services before the date on which the Services are to start;
• (e) you comply with all applicable laws in connection with your use of the Services, including in relation to data protection and marketing;
• (f) you comply with any acceptable use or similar rules we publish at floristtouch.co.uk from time to time.

6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):

• (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from performance of the Services to the extent Your Default prevents or delays performance. In certain circumstances Your Default may entitle us to terminate the Contract under clause 16;
• (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
• (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. Optional setup service and fee

7.1 We may offer an optional setup service for a fixed setup fee of £85. This fee is non-refundable in all circumstances, including if the final site does not fully match your personal preferences for design, functionality or layout.

7.2 Setup timelines are indicative and depend on your timely supply of content, images and approvals. We are not responsible for delays caused by missing, late or inaccurate materials.

7.3 Setup does not include domain registration, more than 5 service pages, bespoke layouts, photo editing, shop item additions or custom features. If such bespoke requirements are added, any indicative timelines no longer apply.

8. Plans, transaction fees and charges

8.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8 and clause 9.

8.2 Plans and transaction fees. Our standard plans are as follows:

• (a) £60 per month (includes Till Mode) – no Florist Touch transaction fee;
• (b) £35 per month with WorldPay – 0% Florist Touch transaction fee (WorldPay’s gateway fees apply separately);
• (c) £35 per month with Stripe – 1% Florist Touch transaction fee covering postcode lookup, transactional emails and basic newsletter capability (Stripe’s own gateway fees apply separately).

8.3 Payment-gateway/provider fees (for example Stripe or WorldPay) are charged by the provider and are separate from any Florist Touch fee.

8.4 The Charges for any other Services (including bespoke work or additional services) will be as quoted on our site at the time you submit your order, or as otherwise agreed in writing.

8.5 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we may modify the Charges accordingly.

8.6 We use reasonable efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into our systems. However, if we discover an error in the price of the Services you ordered, we will contact you as soon as possible to inform you and give you the option of continuing at the correct price or cancelling your order.

8.7 Our Charges are currently exclusive of VAT. Florist Touch Ltd is not presently VAT-registered and no VAT is charged. If our VAT status changes, all prices will become plus VAT at the prevailing rate from the effective date. We will notify you of such change.

8.8 Fees are payable in full without set-off, counterclaim or deduction, except as required by law.

9. Billing, how to pay, and late payment

9.1 All fees are payable monthly in advance by the method we specify (for example debit/credit card or direct debit). We will take your first payment on or shortly after acceptance of your order and will take subsequent payments monthly in advance.

9.2 We may change subscription and setup fees on at least 7 days’ notice. Updated fees will apply from the start of the next billing period after the notice period expires.

9.3 We will send you an electronic invoice within 7 days of the beginning of the month following payment. For any failed or cancelled payments, we may charge a reasonable administration fee.

9.4 Access to the Service may be suspended for non-payment. We may charge statutory interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) and recover reasonable debt-recovery costs.

10. Service availability, suspension and uptime

10.1 We strive for high availability but cannot guarantee 100% uptime. Routine updates, maintenance and events beyond our control may cause temporary outages.

10.2 We take reasonable steps to restore service promptly after any disruption.

10.3 We may suspend your account immediately if your use poses a security risk, adversely impacts others, creates legal liability, appears fraudulent or is in breach of these Terms (including payment delinquency exceeding 15 days). Fees incurred remain payable during any period of suspension.

11. Complaints

If a problem arises or you are dissatisfied with the Services, we have a complaints policy and process. Please contact us via the details on our website and we will confirm how your complaint will be handled.

12. Agency with resellers (designers/developers)

12.1 Independent resellers. Some onboarding, content, design or support may be performed by independent resellers (designers/developers) operating under licence from Florist Touch (Resellers). They are independent contractors, not employees of Florist Touch, and cannot bind Florist Touch in any way.

12.2 Disclosed agency. Florist Touch’s role is to provide the Platform and to introduce florists to Resellers. The Reseller acts as principal in supplying its own services to you. Florist Touch does not supply, manage or supervise Reseller services and is not responsible for their performance.

12.3 Invoicing. Resellers invoice florists directly for their own services. Those fees are separate from Florist Touch charges. Florist Touch does not collect or pass through Reseller payments and does not hold Client Money in respect of Reseller services.

12.4 Responsibility. Florist Touch remains responsible for platform hosting, maintenance, security and core technical support for the Platform. Resellers are responsible only for their own work product and not for platform uptime, bugs, hosting issues or GDPR compliance of the Platform.

12.5 Continuity. If a Reseller ceases trading or withdraws, you remain a Florist Touch customer and may be re-assigned internally or to another Reseller, or may continue to use the Platform without a Reseller.

12.6 Restrictions on Resellers. Resellers must not migrate florists to competing platforms or actively solicit them away from Florist Touch without prior written approval from Florist Touch. This does not limit a florist’s freedom to move platform by choice.

12.7 Reseller tax responsibility. Resellers are solely responsible for their own tax, VAT, PAYE and reporting obligations arising from services they supply to florists.

12.8 No authority. Nothing in these Terms creates any partnership, joint venture or employment between Florist Touch and a Reseller, or authorises a Reseller to make commitments on behalf of Florist Touch.

12.9 Separate reseller agreement. The detailed agency structure, including any commission arrangements, is governed by separate written agreements between Florist Touch (as disclosed agent) and each Reseller (as principal). Those agreements incorporate HMRC’s “six indicators” for agency treatment and may be made available to regulators or professional advisers under appropriate confidentiality obligations.

12.10 HMRC – title. Resellers retain title in their services and work product unless assigned directly by the Reseller to the florist. Florist Touch does not purchase or own Reseller services.

12.11 HMRC – identity. Reseller services will be clearly identified to the florist, including the Reseller’s name and contact details. Where multiple Resellers are available, you may select your preferred Reseller and will be informed which Reseller is providing the services.

12.12 HMRC – value and separation. Where commission or referral fees are agreed between Florist Touch and a Reseller, the Reseller will know the sold price of their services and the basis of Florist Touch’s commission. Any commission will be identifiable and separate from the Reseller’s price.

12.13 HMRC – no change to main supply. The main supply of Reseller services is from the Reseller (principal) to you as florist (customer). The existence of Florist Touch as a disclosed agent does not change the direction of that supply. Florist Touch will not purchase Reseller services or pay Resellers for work performed; instead, where commission applies, Florist Touch will invoice the Reseller or otherwise apply the agreed commission basis.

12.14 HMRC – nature and value. Florist Touch does not alter the nature or value of Reseller services. Pricing may be negotiated within the Reseller’s authority.

12.15 Consistency of conduct. Florist Touch, Resellers and florists must act consistently with the agreed agency structure. We may periodically review working practices against the Reseller agreements and these Terms to ensure alignment and will document and correct any material deviation.

13. Intellectual property rights

13.1 All platform software, content, documentation and materials we make available in connection with the Service (Florist Touch Content) are and remain the property of Florist Touch Ltd or its licensors. You receive a limited, revocable, non-exclusive, non-transferable licence to use the Service and Florist Touch Content for your business site for the term of the Contract.

13.2 You retain ownership of your own uploaded content (Your Content). You grant us a fully paid-up, non-exclusive, royalty-free licence to host, store, copy and display Your Content as necessary to provide the Services.

13.3 You must not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform, nor resell or sub-license the Service.

14. Data protection (UK GDPR)

14.1 Roles. For your florist customer data (for example orders, delivery details and marketing preferences) you are the controller and Florist Touch acts as your processor. For your account and billing data, Florist Touch is the controller. Resellers engaged directly by you act as your own processors or sub-processors for their services; Florist Touch does not supervise or control how they process data for you.

14.2 Processor commitments. When acting as your processor, we will:

• (a) process personal data only on your documented instructions;
• (b) implement appropriate technical and organisational security measures;
• (c) ensure staff confidentiality;
• (d) assist you with data subject rights and impact assessments where reasonably requested;
• (e) notify you without undue delay of personal data breaches affecting data we process on your behalf;
• (f) delete or return personal data after termination of the Services, subject to lawful retention in backup and logs;
• (g) use no international transfers without appropriate safeguards.

14.3 Sub-processors. We may use infrastructure and service providers as sub-processors under equivalent contracts and remain responsible for them. Our privacy policy at floristtouch.co.uk/privacy maintains a current list of sub-processor categories and describes international transfers.

14.4 International transfers. Where personal data is transferred outside the UK/EEA, we will use a valid transfer mechanism such as the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another adequacy mechanism then in force.

15. How we may use your personal information

15.1 We will use personal information you provide to:

• (a) provide the Services;
• (b) process payment for the Services; and
• (c) inform you about similar services that we provide, but you may stop receiving these at any time by contacting us or using unsubscribe links.

15.2 We will process your personal information in accordance with our privacy policy at floristtouch.co.uk/privacy, the terms of which are incorporated into this Contract.

16. Term and termination

16.1 The Contract starts on the Commencement Date and continues until terminated in accordance with this clause.

16.2 You may cancel at any time by giving notice under clause 4.2.

16.3 We may terminate the Contract:

• (a) on 30 days’ written notice for convenience; or
• (b) immediately for cause (for example material breach, illicit use, non-payment, or where required by law).

16.4 We may suspend the performance of the Services or terminate the Contract with immediate effect by written notice if:

• (a) you commit a material breach and fail to remedy it within any required cure period we specify;
• (b) you fail to pay any amount due under the Contract on the due date for payment;
• (c) you enter or are likely to enter any form of insolvency process; or
• (d) your financial position deteriorates such that your ability to fulfil your obligations is in our reasonable opinion in jeopardy.

16.5 On termination, access to the Service ends immediately and all fees to date remain due.

16.6 For 30 days after termination (unless termination is for serious breach), you may request a reasonable export of Your Content (for example CSV and/or JSON) once all sums due are paid. We retain system logs and backups as required for security and legal compliance.

16.7 Termination of the Contract will not affect rights and remedies that have accrued as at termination. Any term which expressly or by implication is intended to survive termination will continue in full force and effect.

17. Confidentiality

17.1 We each undertake that we will not at any time during the Contract, and for five years after termination, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 17.2.

17.2 We each may disclose the other's confidential information:

• (a) to our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising rights or carrying out obligations under the Contract; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

18. Disclaimers and limitation of liability

18.1 The Service is provided “as is”. We and our affiliates make no express or implied warranties of merchantability, fitness for a particular purpose or non-infringement, nor guarantee uninterrupted or error-free operation.

18.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; or
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

18.3 Subject to clause 18.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of use or corruption of software, data or information;
• (f) loss of or damage to goodwill; or
• (g) any indirect or consequential loss.

18.4 Subject to clause 18.2, our aggregate liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the fees paid to us in the 12 months preceding the event giving rise to the claim, or such other figure as may be agreed in an order form.

18.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event and shall expire 6 months from that date. The notice must be in writing and identify the event and grounds for the claim in reasonable detail.

18.6 This clause 18 will survive termination of the Contract.

19. Events outside our control

19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

19.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• (a) we will contact you as soon as reasonably possible to notify you; and
• (b) our obligations under the Contract will be suspended and the time for performance will be extended for the duration of the Event Outside Our Control.

19.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred in performing the Services up to the date of the Event Outside Our Control.

20. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for six months following termination of the Contract.

21. Communications between us

21.1 When we refer to "in writing" in these Terms, this includes email.

21.2 Any notice or other communication given under or in connection with the Contract must be in writing and delivered personally, sent by email.

21.3 A notice or other communication is deemed to have been received if sent by email, at 9.00am on the next working day after transmission.

21.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an email, that it was sent to the specified email address of the addressee.

21.5 This clause does not apply to the service of any proceedings or other documents in any legal action.

22. General

22.1 Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity and will notify you if this happens. You may only assign or transfer your rights or obligations under the Contract to another person if we agree in writing.

22.2 Variation. Any variation of the Contract only has effect if it is in writing and signed or otherwise agreed by both parties (or their authorised representatives).

22.3 Waiver. If we do not insist that you perform any obligations under the Contract, or we do not enforce our rights, or delay in doing so, that does not mean we have waived our rights. If we do waive any rights, we will do so in writing.

22.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

22.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

22.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

22.7 Changes to these Terms. We may modify these Terms or referenced policies by posting updates on our website or emailing account contacts. Changes take effect on the stated date. Material changes that increase recurring fees will be notified at least 14 days in advance (or as soon as reasonably practicable where required for legal or security reasons). Continued use of the Service constitutes acceptance.

22.8 Order of precedence. If these Terms conflict with any order form or statement of work signed by both parties, that signed document prevails to the extent of the conflict.

22.9 Survival. Clauses relating to fees, intellectual property, confidentiality, data protection, disclaimers, limitation of liability, governing law/jurisdiction, and any obligations which by their nature should survive, shall survive termination.

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