In this Agreement:
a) “we”, “us” or “our” means iFlora Limited and its successors, assignees, and any associated companies.
b) “you”, “your” or “end user” means the person or commercial entity who is the subscriber under this Agreement.
c) “iFlora” means iFlora Limited
d) “Service” means the online flower purchase and sale service provided by iFlora Limited through the iFlora platform.
e) “License” means the license agreement between Licensee (The person or commercial entity who is the subscriber under this Agreement), and iFlora Limited.
The term of this Agreement is _____________ years, which will start from the date the Agreement is signed by the parties. If the Subscriber terminates and/or is in breach of the Agreement then termination fees will apply.
3. FEES AND CHARGES
You will pay iFlora Limited the following:
a) The costs as detailed in this Agreement including the annual subscription fees in advance or on the due date for payment as set out in our tax invoice, plus any additional taxes payable.
b) Any additional product or services you request and which we provide to you from time to time and as listed in our invoice to you.
c) Any fees associated with dishonoured cheques and/or direct debit on demand – payable immediately.
d) Any liquidated damages payable under clause 5 and any associated collection fee where applicable – payable immediately.
e) Costs incurred for the collection of any overdue debts – payable immediately.
4. AVAILABILITY OF SERVICE
a) We aim to provide a high quality service which is available at all times. However, because we rely on communication services, other networks and equipment that we do not own or control, we cannot promise that our services will always be available or fault free, and shall not be responsible for any costs associated should for any reason our service be unable to be provided to you at any one time.
b) You agree that you have the appropriate computer equipment or mobile device capable of accessing the internet and being able to communicate with the iFlora servers.
c) Our service to you under this Agreement expressly excludes any internet connection set up costs and ongoing internet access fees, and costs associated with your computer equipment being able to connect and communicate with the iFlora servers.
5. USE OF iFlora Limited
a) We are making available to you the iFlora online flower trading platform for the express purpose of carrying out sales or purchase of flowers and any associated service we may offer to you from time to time and as such you are not entitled to use the system for any other purpose.
b) You shall not sell, sub-license or make the system available to any third party without our prior written consent, nor attempt to modify it in any way.
c) You must use the iFlora system in accordance with our instructions which we may alter from time to time by notice to you.
d) You must inform our technical team immediately in the event of any hitches with the system and we will advise on how we can best assist you.
e) The IFlora system includes software that fully owned by iFlora Limited. You have a limited license (permission) to use this system only for the Term, and for the purpose of this Agreement. You must not copy, reproduce, decompile, create derivative works of, reverse engineer, attempt to repair, makes connections to, modify, sublicense, distribute or use for any other purpose or attempt or authorise or permit any other person to do so.
f) We may from time to time and at our absolute discretion upgrade the system upon serving a reason able notice.
g) We shall be not be liable to a downtime in provision of the services offered under this Agreement if you are unable to maintain suitable internet access.
a) We may terminate or temporarily suspend this Agreement upon serving a 48 hours written notice to you if you fail to pay any amount you owe us under this Agreement on the due date, if you breach any other clause of this Agreement, or if we have reasonable grounds to suspect fraud or any other unauthorised activity. Any such termination or suspension will be without prejudice to our other rights and remedies.
b) You may terminate the Agreement upon service of a three (3) calendar month written notice but will still be liable for any outstanding monthly fees owing until the completion of the subscription term.
c) On termination of this Agreement you must immediately pay us all amounts you owe us including any liquidated damages payable under this clause 6.
d) Your obligations under this Agreement will survive termination of this Agreement.
7. USE OF INFORMATION
We reserve the right to use information collected via the iFlora system in any legal form but we shall not release your identity in relation to such information without your prior written consent.
a) The Terms and Conditions of this Agreement will be governed by the Laws of Republic of Kenya.
b) This Agreement can only be varied in written form signed by both parties.