Terms of service

1. About Floral Image

1.1 Access to and use of www.floralimage.co.uk and gb.floralimage.com (the Websites) or any of its associated products or services is provided by BARB Ltd (08037324) (Floral Image UK), or its franchisee situated in the country where you are situated (the Franchisee) (collectively referred to as Floral Image). Access and use of the Website is subject to the following terms and conditions (Terms). Where you are situated outside of United Kingdom, you are entering into these Terms with the local Franchisor, and not Floral Image UK.

1.2 Floral Image provides a variety of services to customers, including:

(a) the sale, supply and delivery of designer artificial floral arrangements (the Products);

(b) monthly refresh service that includes the delivery, replacement and maintenance of the supplied Products performed by Floral Image or its third party providers (the Third Party Providers); and

(c) the installation and styling of the Products at a customer's premises,

(collectively referred to as the Services).

1.3 Floral Image reserves the right to review and amend these Terms at any time. Any changes take effect immediately from the date of publication on the Website. Floral Image will use reasonable endeavours to notify you of the changes. If you to no accept the changes, then you must terminate these Terms and the Services in accordance with the terms and conditions of these Terms.

2. Acceptance of terms

2.1 By using, browsing, or reading the Website, you signify that you have read, understood, and agree to be bound by these Terms. If you do not agree with the Terms, you must cease using the Website, the Products and the Services immediately. You may also accept the Terms by making any payment to Floral Image; continuing to use the Website, the Products and the Services; and/or clicking "I accept" or "I agree" in the user interface of the Website.

2.2 You may not accept the Terms if you are not of legal age to form a binding contract in your location, or if you are a person barred from receiving the Products or Services under the law in which you are situated.

3. The products and services

The Products

3.1 When you purchase a Product from the Website, you may be given an option to select your preferred display size, colour palette, or arrangement style of the Product from available options made available on the Website. Floral Image will endeavour to honour special requests that are not within the scope of the descriptions on the Website, but it cannot guarantee the availability of specific styles or colours within your special requests.

3.2 Floral Image will use reasonable endeavours to ensure that the Product matches the description set out on the Website, or any documentation or correspondence provided to you. Notwithstanding this, Floral Image may, from time to time, make reasonable substitutions or adjustments to Products due to seasonality or supply limitations (the Substitutions). If Floral Image is required to make the Substitutions, Floral Image use reasonable endeavours to supply like-for-like products with a similar colour, size, and design.

The Services

3.3 When you purchase a Service from the Website, the Services will match the description of the Services set out on the Website, or as otherwise agreed by the parties in writing. Floral Image will endeavour to honour special requests that are not within the scope of the descriptions on the Website, but it cannot guarantee the availability of the Services will meet your special requests. For instance, Floral Image does not guarantee any special delivery requests outside ordinary business hours on business days in your location.

3.4 By purchasing the Products and Services, you agree and acknowledge that:

(a) you are solely responsible for assessing the risks and implications associated with the Products and Services, for instance, any allergies that may exist within your home or business premises; and

(b) we do not guarantee the lifespan of any Products, for instance, the lifespan of the Product will be subject to several variables that are out of our control that include, but are not limited to whether the Products are:

(i) situated in direct or indirect sunlight or excessive UV exposure;

(ii) exposed to temperatures outside of a standard climate-controlled business premise;

(iii) subject to pollutants, chemicals or other hazardous substances, including none-approved cleaning agents that are against Floral Image's care and handling guidelines (if any);

(iv) damaged during a mishandling of the Products at your premises; and

(v) exposed to any liquids or substances other than those that are approved by Floral Image in its care and handling guidelines (if any).

4. Prohibited conduct

4.1 By accepting the Terms, you agree that you will not:

(a) provide any false information including false names, address, or contact details;

(b) circumvent or hack into any part of the Website to access data that is not intended for you;

(c) interfere with the services or networks connected to the Website, the Products or the Services;

(d) create any derivative works or resell, distribute, transfer, modify, lease, encumber or export the object code or source code associated with the Website, the Products or the Services; and

(e) automate the use of the Website unless this function is made available by Floral Image.

5. Account establishment

5.1 To purchase the Products or Services, you may be required to register for an account (Account). You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

5.2 To establish the Account, you may be required to provide personal information about yourself, including but not limited to:

(a) full name;

(b) email address;

(c) mailing address;

(d) principal place of business;

(e) telephone number;

(f) preferred user name; and

(g) password.

5.3 You agree and acknowledge that:

(a) any information you provide to Floral Image will be, and will continue to be, accurate, complete and up to date;

(b) you are responsible for maintaining the confidentiality of the Account credentials and for all activity that occurs under your Account;

(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Floral Image of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(d) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of purchasing the Products or Services;

(e) you must not use the Website, the Products or the Services in connection with any commercial endeavours, except those that are specifically endorsed or approved by the management of Floral Image;

(f) you will only use the Products and Services as permitted by the Terms and any applicable law, regulation or generally acceptable practices or guidelines in your location.

5.4 By registering for an Account, or purchasing the Products or Services, you acknowledge and agree that:

(a) it will give you access to the Products, the Services (including delivery services), whereby you can choose the Products and Services from our range that is available;

(b) where you purchase the Products and Services, they will be subject to the delivery terms below;

(c) all orders must be finalised at least 48 hours prior to your required delivery date and time, unless otherwise specified on the Website or communicated by us in writing; and

(d) Floral Image reserves the right to accept or reject and cancel any order for any reason, including but not limited to, the unavailability of the Products or the Services within your location.

6. Payment

6.1 You agree and acknowledge that:

(a) we may use third party payment gateways such as Stripe Inc or PayPal (the Payment Gateway Provider). You agree and acknowledge that you have familiarised yourself with, and agree to be bound by, the application terms and conditions and privacy policy of the Payment Gateway Provider prior to you using the Payment Gateway Provider to purchase the Products and/or the Services;

(b) where a request for payment of the processing fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, you are liable for any costs, including banking fees and charges, associated with the processing fee;

(c) all prices displayed on the Website is inclusive of the applicable tax in your location (such as VAT or GST or HST);

(d) the delivery service fee with respect to the Products and Services will be displayed including the delivery costs, set up costs, administration costs and installation costs (where applicable).

7. Cancellations and refunds

7.1 If for whatever reason you are unsatisfied with the Products or the Services, please contact us at info@floralimage.co.uk, using your order number as the subject title and outlining why you believe you may be entitled to a refund, partial refund, cancellation of the Product or Services, or early termination of the Services (the Grievance Notice).

7.2 Upon receipt of the Grievance Notice, we will use reasonable endeavours to respond to the Grievance Notice that may include acceptance of a cancellation or refund, or alternatively, may request for additional information or evidence so that we can understand your circumstances.

7.3 All Grievance Notices will be assessed on a case-by-case basis.

8. Discounts and promotions

8.1 Any discounts or promotion codes available on the Website are non-transferable and cannot be transferred or refunded for cash.

8.2 Discounts and promotions can only be used for a single discount and cannot be used simultaneously with other discounts or promotions.

8.3 Floral Image reserves the right, as far as applicable by the law, to cancel any discount and promotion available on the Website without any prior notice.

9. Delivery

9.1 Floral Image services approximately 16 countries and 85 cities.

9.2 You are responsible for ensuring that the address and contact details that you provide us are correct and up to date. In the event that you provide Floral Image with the incorrect address and/or contact details, or if you are unavailable to receipt the Products or Services, Floral Image will attempt to perform a redelivery of the Products or one (1) business day after the initial delivery date. Floral Image is not responsible and is not liable to you in any way resulting in a delay in the delivery of the Products or Services where you have contributed to Floral Image being unable to complete the delivery. Under no circumstances is the provision of the delivery services time of the essence.

9.3 If you know you are unable to collect or receipt the Products or Services at the estimated time or date of delivery notified to you by Floral Image, you must contact Floral Image at your earliest opportunity to arrange a new time for the delivery of the Products or Services. If you are unavailable to collect or receipt the Products or Services after Floral Image has attempted to make one (1) redelivery, then you may be charge Floral Images standard re-delivery fee.

9.4 By accepting these Terms, you consent to have your personal information disclosed to the Third Party Providers to facilitate the provision of the Products or Services, including contacting you by email or telephone.

9.5 If you have any special requests for the delivery of the Products or Services, you are required to notify Floral Image of those special requests prior to the Products or Services being dispatch to you. Floral Image will use reasonable endeavours to facilitate your special delivery requests, but does not guarantee its compliance with same and is not responsible for non-compliance with the special delivery requests, and is not liable to you for being unable to comply with your special delivery requests.

10. Access and safety

10.1 You must ensure that the delivery address is accessible and safe for Floral Image or its Third Party Providers to attend to complete the delivery of the Products and/or the Services. If the delivery provider is unable to access the delivery address due to security measures of the building, or where access has been denied, Floral Image or its Third Party Provider will use reasonable endeavours to contact you to arrange for access, or arrange for a redelivery date or time.

10.2 If the delivery address poses any risk to health or safety for Floral Image to complete the delivery of the Products or Services, Floral Image reserves its right to terminate these Terms, or any applicable order without notice. If the Terms or a specific order is terminated, you continue to be liable for the Products or Services that you purchased. If you have purchased the Services that are continuing, then you will only be charged for the Services that have been provided up to the date of the termination of the Terms. If however, Floral Image's Products are unable to be collected and are not returned to Floral Image within 7 days from the termination of the Terms, Floral Image may deduct the replacement price of the Product against any payments made by you in advance, or you agree to be liable to Floral Image for the replacement cost of the Products that have not been returned to Floral Image in accordance with this clause.

11. Copyright and intellectual property

11.1 The Website, the Products and Services are subject to copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Website are reserved by Floral Image.

11.2 All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks, patents and belong to us. Unless otherwise indicated, the Terms do not transfer to you any of our or third party's right, title, and interest in copyright, patents, trade marks or service marks.

11.3 You are solely responsible for obtaining written permission before reusing, broad casting, republishing, posting, transmitting, distributing, showing, playing in public, adapting or changing in any way any copyrighted material that is available on our site and Website. Any unauthorised use of the materials appearing on our Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

12. Privacy

12.1 Floral Image is committed to protecting your privacy as a user of our Website, Products and the Services. We respect the privacy and the confidentiality of the information provided by you and adhere to the The UK GDPR Principles, supported by the Data Protection Act 2018. Please read our Privacy Policy at https://gb.floralimage.com/privacy-policy. You may query what is being collected and change your details at any time by advising us in writing via our contact details below

12.2 By using the Website, creating an Account and/or accessing the Products or the Services, you consent to the collection, disclosure, use and storage of your personal information pursuant to our Privacy Policy.

12.3 Any information you enter on our Website or give us in any other way, from time to time, is protected by our secure server or by a third party on our behalf using an approved secure server. You may provide information and documents (Personal Data) to enable us to send information or process your order. We may also collect additional Personal Data at other times in order to be able to deliver our Products and/or Services, including but not limited to contact lists, GPS location, passwords, feedback or communication with Floral Image customer support.

13. Disclosure of your information

13.1 We may from time to time need to disclose certain information, which may include your Personal Data, to comply with a legal requirement, such as a law, regulation, court order, subpoena, warrant, in the course of a legal proceeding or in response to a law enforcement agency request. Floral Image may also use your Personal Data to protect the rights, property or safety of Floral Image, its customers or third parties.

13.2 If there is a change of control in one of our businesses (whether by merger, sale or otherwise), or a sale or transfer of its assets, customer information, which may include your Personal Data, could be disclosed to a potential purchaser under an agreement to maintain confidentiality, or could be sold or transferred as part of that transaction. We would only disclose your information in good faith and where required by any of the above circumstances.

14. Termination

14.1 The Terms will continue to apply until the deletion of your Account, or until terminated by Floral Image as set out below.

14.2 Floral Image may at any time, terminate the Terms with you if:

(a) you have breached any provision of the Terms that is capable of remedy and failed to remedy it within seven (7) days from receiving written notice from Floral Image;

(b) Floral Image is required to do so by law;

(c) you have not paid the fees that are owing to Floral Image;

(d) the partner, if any, with whom Floral Image offered the Products and/or Services to you has terminated its relationship with Floral Image or ceased to offer the Products and/or Services to you;

(e) Floral Image is transitioning to no longer providing the Products and/or Services to users in the country or location in which you are resident or from which you access the Products and the Services;

(f) the provision of the Products and/or Services to you by Floral Image is, in the opinion of Floral Image, no longer commercially viable;

(g) if you have used the Products and/or Services:

(i) in breach of any law;

(ii) in a way that is misleading or deceptive;

(iii) in a way which is unreasonable as determined by Floral Image at its absolute discretion; or

(iv) in a manner which can or does bring Floral Image into disrepute or could damage Floral Image's reputation as determined by Floral Image at its absolute discretion.

14.3 Subject to local applicable laws, Floral Image reserves the right to discontinue or cancel your access to the Products and/or Services at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website, the Products and/or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct damages Floral Image' name or reputation or violates the rights of those of another party.

14.4 Upon the termination of the Account, all of the legal rights, obligations and liabilities that you and Floral Image have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of this clause will continue to apply to such rights, obligations and liabilities indefinitely.

15. Liability

15.1 None of the affiliates, directors, officers, employees, agents, contributors and licensors of Floral Image make any express or implied representation or warranty about the Products or Services referred to on the Website. This includes, but is not limited to, loss or damage you might suffer as a result of the following:

(a) failure of performance, error, omission, interruption, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Website, the Products, the Delivery Services, or any of its related products (including third party material and advertisements on the Website);

(c) costs incurred as a result of you using the Website, the Products, or the Services of Floral Image; and

(d) a suspension of your account due to your breach of the Terms.

15.2 In all cases, Floral Image's liability arising out of or in connection with the Website, the Products and the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, is limited to the amount paid by you for the most recent order relating to the Products and/or Services.

15.3 Floral Image's failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

15.4 You agree and acknowledge that Floral Image, its affiliates, employees, agents, contributors, agents, third party content providers and licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, or consequential loss, loss of profits, goodwill, or business reputations which may be incurred by you, however caused and under any theory of liability.

15.5 You agree and acknowledge that Floral Image holds no liability for any direct, incidental, special consequential or exemplary damages which may be incurred by you as a result of, either directly or indirectly, the Website, the Terms, the Products, the Services.

16. Force majeure

16.1 Floral Image is not liable for any failure, delay, interruption or faults which are a consequence of any government body, war, insurrection, pandemic, sabotage, embargo, breakdown, civil disturbance, crime, lockout, riot, theft, tempest, war, earthquake, fire, flood, strike or labour disturbance, the inability of Floral Image's normal suppliers to supply necessary materials or services, interruption or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or hardware or inability to obtain energy which is needed for the provision of the Products or the Services or any other matter beyond Floral Image's control.

17. Disclaimer

17.1 Floral Image does not guarantee that any of the Products or the Services are completely free from any allergen. If you or someone who may have contact with the Products have a serious allergy then we recommend that you do not purchase the Products as we cannot guarantee the complete absence of any allergens in the Products. We will not be held liable for any loss or damage caused as a result of an allergic reaction to the Products.

17.2 Use of this Website is at your own risk and Floral Image is not liable for any loss, damage or disclosure of any personal information that may result from its use.

17.3 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including Australian Consumer Law (or any liability under them) which by law may not be excluded.

17.4 If you are not a Consumer (under the Australian Consumer Law), you agree that Floral Image has no direct or indirect liability (including in negligence) to you in any way related to your use of the Website, the Products or the Services.

17.5 If you are a Consumer (under the Australian Consumer Law), Floral Image limits all its direct and indirect liability (including in negligence) to you to the Consumer Guarantees under the Australian Consumer Law and where there is a breach of the Consumer Guarantees, then to the maximum extent permitted by law, Floral Image's liability to you is limited to resupply of the Products or the Services or payment of the cost of re-supplying the most recent purchase of the Products and/or the Services.

17.6 Subject to this clause and to the extent permitted by law:

(a) Floral Image excludes all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise; and

(b) Floral Image will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Products, Services or the Terms (including as a result of not being able to use the Products, the Services or the late supply of them, whether at common law, under contract law, tort (including negligence), in equity, pursuant to statute or otherwise.

18. Indemnity

18.1 You agree to indemnify Floral Image, its affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with the Products and the Services;

(b) any breach of the Terms;

(c) any wilful misconduct by you or your agents or servants;

(d) any unlawful or negligent act or omission by you; or

(e) any direct or indirect consequences of you accessing, using or transacting on the Website, the Products or the Services or attempts to do so.

18.2 This indemnity will survive termination of these Terms.

19. Dispute resolution

19.1 If a dispute arises out of or relates to the Terms, either party must not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

19.2 A party to these Terms claiming a dispute (the Dispute) has arisen, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the Notice).

19.3 On receipt of the Notice by the other party, the parties must within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

19.4 If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved the parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Dispute Centre and attend a mediation.

19.5 It is agreed that mediation will be held virtually by visual audio-link or in Adelaide, South Australia, Australia.

19.6 The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation.

19.7 All communications concerning negotiations made by the parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as without prejudice negotiations.

19.8 If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

19.9 In the event that the mediation is terminated and you are situated in Australia or New Zealand, then either party may commence court proceedings.

19.10 In the event that the mediation is terminated and you are situated outside Australia or New Zealand, then the parties must not commence court proceedings and the parties agree to submit to binding arbitration in accordance with the Australian Centre for International Commercial Arbitration (as superseded) (ACICA) Arbitration Rules (as superseded). The seat of arbitration shall be Adelaide, South Australia, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.

19.11 This agreement to arbitrate is binding. This clause may be used as a bar to court proceedings in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

19.12 The laws of the State of South Australia and the federal laws of Australia apply to any court or arbitration proceedings, without regard to principles of conflict of laws.

19.13 The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys' fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator's award.

19.14 Each party must pay its own proportionate share of arbitrator fees and expenses within the time frame specified by the arbitrator. For the avoidance of doubt, the unsuccessful party indemnifies the successful party for the arbitrator fees and expenses.

19.15 The arbitrator shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages in his/her discretion.

20. Governing law and jurisdiction

20.1 These Terms are governed by the laws of South Australia, Australia and the federal laws of Australia. In the event of any dispute arising out of or in connection with these Terms, you agree that the exclusive venue for resolving any dispute shall be in South Australia, Australia.

21. Notice

21.1 Floral Image may provide any notice to you under the Terms by sending a message to your email address. The notice provided by Floral Image to you by email will be deemed to have been properly given on the date Floral Image sends the email, regardless of whether you have received the email.

21.2 Unless specified otherwise, any notices provided by you to Floral Image must be in writing via the Website.

22. Severance

22.1 If any part of the Terms is found to be void or unenforceable, that part will be severed and the rest of the Terms will remain in force.

23. Waiver

23.1 A waiver of any right, power or remedy under these Terms must be in writing signed by the party granting it.

23.2 A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

23.3 The fact that a party fails to do, or delays in doing, something the party is entitled to do under these Terms does not amount to a waiver.

24. Assignment

24.1 Floral Image may assign or transfer its rights or obligations under the Terms without your consent.

24.2 You may not assign or transfer your rights or obligations under the Terms without prior written consent of Floral Image. A purported assignment without written consent will be deemed to be void and convey no rights.

25. Links

25.1 The Website and correspondence to you may contain links to other websites. These links are meant for your convenience only. Please be aware that Floral Image is not responsible for the privacy practices of such other websites. We encourage our users to be aware, when they leave our Website, to read the privacy statements of each and every website that collects personally identifiable information. This privacy statement applies solely to information collected by this Website.

26. Email communication

26.1 Floral Image may also provide you with information and updates regarding our Website and changes to the law from time to time. Floral Image may also make you aware of their new and additional Products and Services via email. This service is for free and you can unsubscribe at any time.

27. Changes to our policies

27.1 We reserve the right to modify our policies at any time, including these Terms and our Privacy Policy, in our sole discretion. All modifications will be effective immediately upon our posting of the modifications on this Website.

28. Questions or complaints

28.1 If at any time you have a question about what information we hold about you, wish to change your personal details or have a complaint or concern, please contact us via the Website.

28.2 Please return periodically to policies for material changes.