These General Terms and Conditions were published on February 19, 2025.

Article 1 General/applicable conditions

1. These General Terms and Conditions of Floriday (hereinafter: "General Terms and Conditions") apply to the services of Royal FloraHolland offered via their digital platform Floriday (hereinafter: "Floriday") and also apply to the use of and participation in Floriday and all related (legal) acts, including placing Offers, Requests, etc. on Floriday, carrying out Transactions and/or concluding or creating Purchase Agreements.

2. These General Terms and Conditions apply both to the legal relationship between Users and Seller/Buyer respectively, and to the legal relationship between Royal FloraHolland and Users and Seller/Buyer respectively, insofar as these General Terms and Conditions do not explicitly stipulate otherwise.

3. By ticking "I agree with the terms and conditions" on Floriday, the User declares to agree with the applicability of the Floriday General Terms and Conditions, the electronic provision thereof as well as that this provision has taken place, and to agree with the registration and processing of login data to check for improper use and to come to improvement of the service.

4. The applicability of own (general) terms and conditions of Users, of a third party or of a Service Provider is expressly excluded unless Royal FloraHolland has expressly agreed to their applicability and/or unless these General Terms and Conditions expressly stipulate otherwise. The User expressly declares not to object to the applicability of these General Terms and Conditions. If additional/other terms and conditions to a specific transaction module, payment module or from any of the Floriday affiliated sales channels conflict with a provision in these General Terms and Conditions, these General Terms and Conditions shall prevail, with the exception of the provisions of paragraph 6 of this article.

5. These Terms and Conditions are composed of Part 1 'Terms of Use' and Part 2 'Terms of Business'. All parts of Part 1 and Part 2 shall continue to apply without prejudice to all Agreements established via Floriday.

6. Deviations from Part 2 'Terms of Business' are only permitted for Purchase Agreements agreed within Floriday's Contracts Module. The Seller and the Buyer may agree to additional terms and conditions within the Contracts Module. These additional terms and conditions may deviate from Part 2 'Terms of Business' of the General Terms and Conditions, the agreed additional terms and conditions between the Seller and the Buyer within the Contract Module shall prevail. To the extent that the agreed additional terms and conditions do not provide for provisions of Part 2 'Terms of Business', those provisions of Part 2 'Terms of Business' shall apply without prejudice.

7. The following applies to all Purchase Agreements that are not agreed within the Contracts Module: If, with regard to the legal relationship between Users, additional or deviating terms and conditions have been explicitly agreed upon by them mutually, Royal FloraHolland shall not be bound to apply them, unless the Seller and/or the Buyer has explicitly made this known to the Order Risk Advice department or another designated department of Royal FloraHolland prior to the formation of a Purchase Agreement on or via Floriday and the aforementioned department of Royal FloraHolland has approved this or has positively confirmed it to the Buyer/Seller, on the understanding that the relevant (own) terms of the Seller and/or the Buyer do not deviate from or contravene these General Terms and Conditions and/or other terms and conditions declared applicable by or on behalf of Royal FloraHolland or a Service Provider to such an extent that observance thereof by and/or the (execution of) services by Royal FloraHolland or a Service Provider designated for that purpose (by virtue of these General Terms and Conditions) cannot reasonably be required.

8. In such a case as described in paragraph 7, Royal FloraHolland shall be entitled to undo the conclusion of a Purchase Agreement or Royal FloraHolland and/or the Service Provider designated for that purpose shall be entitled to refrain from carrying out services in the matter and/or to suspend and/or undo them.  

9. If any provision of these General Terms and Conditions is void or unenforceable, Royal FloraHolland shall be entitled to replace that provision with a provision that corresponds as closely as possible to the purpose and purport of the original provision. 

10. These General Terms and Conditions shall be provided to the User free of charge upon request by e-mail or otherwise. 

Article 2 Definitions

In these General Terms and Conditions, the terms and abbreviations used below are defined as follows:

• Offer: The Products offered on Floriday by a Seller. 
• Application: The application placed on Floriday by a Buyer to make an Offer, it being understood that this application may also only contain the Product desired by the Buyer and not (yet) the Purchase Price and the quantity of Products to be purchased.
• Agent: A (natural or legal) person authorised to represent a Seller or Buyer on Floriday and entitled on behalf of the Seller or Buyer to place an Offer or Application, enter into a Purchase Agreement and/or purchase services.
• API Terms and Conditions: tthe General Terms and Conditions API Floriday.
• Contract: A Purchase Agreement established or registered between Users via Floriday.
• Contracts module: Is a module in which the Seller and Buyer can make (long-term) agreements with regard to the sale of Products, within this module the Seller and Buyer may deviate from Part 2 'Terms of Business' of these General Terms and Conditions.
• Service Provider: The (natural or legal) person acting in the exercise of their profession or business who has registered as such on Floriday and who offers or provides services to Users on Floriday, including logistics, financial and other service providers. 
• Essentials: The agreed specifications, including the sold/purchased Products, the quality and type of Products, the Purchase Price, the quantity of Products to be delivered purchased, the Delivery Location, etc. 
• Exporter Module (MyShop): The Sub-User obtains access to the placed Offer in Floriday via the exporter module (MyShop), under the Buyer's stipulated conditions to place (call-off) Orders on behalf of the Buyer.
• Floriday: The digital platform and/or digital environment provided via the website www.floriday.io and all (mobile) applications and API links through which this digital platform can be accessed and used and on which Users (Sellers) can sell the floriculture products they offer and on which Users (Buyers) can buy floriculture products and Purchase Agreements can be concluded between Users. 
• User(s): The Seller, Buyer, Agent who, by registering as a User on Floriday and accepting these General Terms and Conditions and the applicable Floriday Privacy Statement and/or the API Terms and Conditions has expressed their desire to use Floriday. 
• Purchase Tip: A short-term Offer addressed by the Seller to a specific Buyer.
• Purchase Agreement: An agreement concluded between Users via Floriday by accepting an Offer, Application, Purchase Tip, (call-off) Order, Transaction and/or a Contract. For the sale or purchase of Products.
• Purchase Price: The purchase/sale amount, excluding VAT or other taxes, for which Products are sold/sold via Floriday. 
• Buyer: The (natural or legal) person acting in the exercise of their profession or business who has registered as such on Floriday and who buys or purchases Products via Floriday, hereinafter also referred to as the customer. 
• Delivery Location: The location of delivery of Products agreed between the Buyer and Seller, to the extent agreed pursuant to Incoterms 2020.
• Light Access Seller: The (natural or legal) person acting in the exercise of their profession or business who has registered as such on Floriday and who has more limited possibilities of use on Floriday, including the possibility of making an Offer to a limited or maximum number of Buyers, and in respect of which the financial settlement of Purchase Agreements agreed with Buyers on Floriday and, more specifically, in which Royal FloraHolland or the Service Provider does not provide payment security or guarantee to the Light Access Seller with regard to payment of the Purchase Price.
• (Call-off) Order: The call-off of an order of Products pursuant to a Purchase Agreement from a Seller by a Buyer via Floriday and/or which Floriday supervises ((call-off) Order) and/or the placing of an order of Products from a Seller by a Buyer via Floriday on Offer placed by the Seller on Floriday and whereby by acceptance by the Seller thereof a Purchase Agreement is established (Order).  
• Products: Floriculture and related products and services, including packaging, covers, pots and decoration materials.
• Privacy Statement Floriday: The privacy statement applicable to/on Floriday is published and can be accessed on Floriday at https://www.floriday.io/en/privacy-statement-floriday;
• Royal FloraHolland: Cooperative Royal FloraHolland U.A., with their registered office in (1431 GB) Aalsmeer, at Legmeerdijk 313, registered with the Dutch Chamber of Commerce under number 34284016, with VAT identification number: NL8185.16.094B03; 
• Sub-User: The Sub-User can use the functionalities of Floriday under the responsibility of a User. Sub-User accepts these General Terms and Conditions and the applicable Floriday Privacy Statement and/or the API Terms and Conditions.
• Transaction: The execution of a Purchase Agreement, including the delivery and/or purchase of sold/purchased Products and performance of services resulting from a Purchase Agreement.
• Seller: The (natural or legal) person acting in the exercise of their profession or business that has registered as such on Floriday and offers Products for sale via Floriday, hereinafter also referred to as the Supplier.

Part 1 Terms of Use

Article 3 Login, username & password

1. Any (natural or legal) person acting in the exercise of their profession or business in the floriculture industry can apply for an online account with Floriday to register as a User. Thereupon, they shall receive a username after which they must set their own password and then accept these General Terms and Conditions. All processing of personal data via Floriday is subject to the Privacy Statement Floriday.

2. If the User uses or has access to Floriday via a software supplier connected to Floriday via an API connection, the User must ensure that their software supplier has accepted Floriday's applicable API terms, these General Terms and Conditions, and as such has been admitted to Floriday as an API user.

3. Due to privacy and competition laws, the User is not allowed to provide access to Floriday to anyone other than their own employee(s). The User guarantees that their employee(s) shall comply with these terms and conditions. The username and password are for the User's own use only.

4. The User is responsible for properly using and regularly changing their password.

5. The username, password and access to Floriday or any module or service as defined in these General Terms and Conditions and any rights arising therefrom are not transferable.

6. Royal FloraHolland records and processes log-in data to check for (im)proper use and to improve their services.

Article 4 Access and use

1. A User has access to Floriday from the date they receive their username from Royal FloraHolland. It is up to the User to provide a suitable computer or mobile phone or tablet with internet connection, software and adaptations that meet the minimum system requirements for using Floriday.

2. Access to Floriday, including the username, and any rights arising therefrom are non-transferable and intended solely for the User.

3. The Buyer is authorised to make the offer visible via Floriday (electronically) via a user account to a Sub-User but only with reference to the source and for the purpose of purchasing floriculture products via the current service. The Buyer guarantees that their authorised Sub-user(s) using this Exporter Module (MyShop) has taken note of the contents of these General Terms and Conditions and shall comply with them in full. Royal FloraHolland reserves the right to impose further conditions on the Sub-User. 

4. A User must fill in all their (personal) data completely and truthfully and must ensure that changes in these (personal) data are immediately forwarded to Royal FloraHolland.

5. Royal FloraHolland reserves the right to refuse the User's registration and use of or participation in Floriday and/or to unilaterally terminate User's registration, use or participation in Floriday, subject to the provisions of these General Terms and Conditions.

6. A user undertakes to follow the instructions and directions given by Royal FloraHolland regarding the use of Floriday.

7. When a User logs on to Floriday with their username and password, the User can indicate whether they want to use a specific transaction module and/or financial and/or payment module or service. A User shall be bound by any additional terms and conditions that may apply to a specific transaction or financial or payment module or as the case may be.

8. A User is not allowed or prohibited to access Floriday or use Floriday if the United States of America (US) and/or the European Union (EU) have imposed or are imposing sanctions against User (including Iran, Cuba, North Korea, Syria, Sudan and Zimbabwe). The foregoing also applies to other (natural or legal) persons placed on the sanctions list(s) of US or EU authorities (or any other countries named on a sanctions list under EU/US sanctions laws). Furthermore, the User is not allowed to resell and/or forward Products to, or to create an account for (end) customers with regard to which the foregoing applies. The User shall be fully liable and prosecuted in case of violation or non-compliance with this provision respectively. The User shall indemnify Royal FloraHolland for all claims and for all resulting damage for Royal FloraHolland and/or other Users in this regard.

9. The User shall not seek to obtain (confidential or commercially sensitive (business)) information about other Users, nor provide any third party with access to it.

10. Furthermore, the User and/or a Service Provider is not permitted to use or abuse Floriday, whether or not through third parties, in an improper and/or unlawful manner, including but not limited to:

a. Use that is pornographic, offensive and/or violent in nature
b. Use that is in any way contrary to public order and/or morality.
c. Discriminating on the basis of race, gender, religion and/or belief.
d. Engaging, promoting and/or touting illegal activities in any way.
e. Sending spam, unsolicited marketing communications or other content not in line with Royal FloraHolland and/or Floriday policy.
f. Violating in any way intellectual property rights, including trademark rights, copyrights, etc., of Royal FloraHolland and/or Floriday and/or of Users and/or a Service Provider.
g. Use that may in any way harm the good name and/or reputation of Royal FloraHolland and/or Floriday and/or other Users and/or Service Providers.
h. Infringing in any way the rights of any person, including but not limited to intellectual property rights, privacy and/or personality rights, or in any way infringe and/or do not comply with the provisions of these General Terms and Conditions.
i. Uploading, posting, collecting, storing, sharing, transferring or processing personal information or personal data of (employees of) Users, except to the extent permitted by law.
j. Reverse-engineering (in whole or in part), disassembling (or having disassembled) or decompiling (or having decompiled) etc. the source code, syntax and/or structure, sequence and/or organisation of applications, application programming interface(s) (hereinafter: 'APIs') and/or Floriday and/or the Floriday application. 
k. Modifying, copying, duplicating, scanning, renting out, reselling, distributing, licensing APIs, the Floriday application and/or Floriday in any way whatsoever and/or to use them or allow them to be used by third parties for commercial purposes insofar as this is harmful or does not support and/or does not strengthen the provision of services on Floriday or the provision of services to Users by or via Floriday or Service Providers designated by Royal FloraHolland for that purpose.
l. Using APIs and/or the Floriday application for the development and/or exploitation of a platform that is in direct competition with Floriday and that could potentially harm (the reputation of) Floriday and/or that causes or is likely to cause confusion or deception for Users or that (can) be harmful, obstructive and/or disruptive for Floriday, Service Providers and/or their Users.
m. Bypassing security measures or technical limitations of the API and/or Floriday.
n. Using Floriday, the API and/or the Floriday application in any way that is harmful or unsafe to Royal FloraHolland, Floriday, Service Providers and/or the Users.
o. Disrupting the user experience on Floriday, including by customising Floriday, their corporate style, the Floriday website or affiliated websites, apps or services offered via Floriday.
p. Spreading a virus; or other harmful computer code;
q. Uploading, posting, collecting or storing passwords and access codes of other Users;
r. Use that otherwise violates applicable law and/or regulations;
s. Use that allows for all of the aforementioned aspects mentioned in paragraph 9 (a) to (r) of this article.

Article 5 Offer, Purchase Tip and Application; information (provision)

1. By the complete, correct, timely and truthful placement and/or submission on Floriday of an Offer or Purchase Tip by a Seller or by the placement and/or submission of an Application or a (call-off) Order by a Buyer:

• The Seller/Buyer agrees to provide the Buyer/Seller with the data required for the purchase or sale via Floriday.
• The Seller is obliged to actually deliver the relevant Products to the Buyer and the Buyer is obliged to actually purchase the relevant Products from the Seller, all this subject to the provisions in these General Terms and Conditions.

2. An Offer or Purchase Tip placed by a Seller on Floriday must at all times contain the specifications, including type, dimensions, quality, product photos, certification information and/or product certificates and the available quantity, of the Products to be sold as well as the (desired) Purchase Price. The Buyer has the option of placing an Application or (call-off) Order on Floriday, which Application or (call-off) Order must at all times contain the specifications, including type, dimensions, quality and the quantity of Products to be purchased as well as the (desired) Purchase Price.

3. At or through an Offer and/or Purchase Tip, the Seller may offer additional services including handling of Products, sleeving, labelling and/or repackaging of Products and/or transportation of Products. This may involve additional costs for the Buyer, which shall be specified by the Seller in the Offer.

4. For the purpose of trading Products via Floriday, Royal FloraHolland is authorised to provide (supply/product) information from an Offer and/or Purchase tip from Seller(s) and an Application from the Buyer(s), to Buyers and Sellers affiliated with Floriday, respectively. The Seller/Buyer who receives the information provided by Royal FloraHolland is not authorised to provide this information to third parties other than for the purpose of entering into and/or concluding Purchase Agreements or trading Products on or via Floriday. 

5. The User warrants that: 

• The (supply/product) information provided and/or supplied by or on behalf of them (whether or not via an Agent), including product photos, certification information or product certificates etc., has been provided entirely correctly and truthfully. 
• The (supply/product) information, certification information and/or product certificates, product photos; trade names, (company) logos and/or word/image trademarks, logistic resources, packaging etc. and/or services offered by or on behalf of the User do not infringe the rights of Royal FloraHolland, other Users and/or third parties, including but not limited to intellectual property rights (including trademark rights and/or copyrights). 

6. Furthermore, the User cannot derive any rights from Royal FloraHolland with regard to the (supply/product) information placed or displayed on or via Floriday by another User/Seller/Buyer, including product photos, certification information and/or product certificates, etc. The User shall treat all such information as confidential and shall only use it in accordance with the purpose of Floriday and the related services or services and shall not provide access to Floriday or the service or the aforementioned information in whole or in part to third parties, on the understanding that a Buyer (and/or their Agent) is permitted to provide (supply/product) information and/or product photos to their (end) customers for information purposes for possible sales or commercial transactions, on the understanding that the Buyer must comply with the provisions of paragraphs 7 and 8 of this article with regard to certification information or product certificates placed or provided by or on behalf of the Seller.  

Article 6 Conclusion & obligations of the Purchase Agreement; Correction requests

1. A Purchase Agreement between Users and the Seller/Buyer respectively shall be established via Floriday in the manner provided for in these General Terms and Conditions. If a Purchase Agreement is concluded via Floriday, it shall be deemed to have been concluded between the Buyer and the Seller.

2. The Buyer and the Seller shall ensure that a Purchase Agreement contains the following: their company/trade names and contact details, their customer numbers, the agreed Essentials, including the Products sold/purchased, the Purchase Price, the quantity of Products sold/purchased or to be delivered, the quality, the Delivery Location and the delivery date(s) and times, etc.

3. Users or the Seller(s) and the Buyer(s) respectively shall submit to what they have recorded and/or registered (via Royal FloraHolland) on or via Floriday with regard to the content and essentials of a Purchase Agreement(s) concluded between them or Transaction(s) carried out or to be carried out. Users should be aware of this as well as the fact that: 

• Any Purchase Agreement entered into between them on Floriday shall prevail at all times. 
• If and insofar as Users (wish to) agree any changes and/or additional agreements regarding a Purchase Agreement, they are obliged or must record the relevant changes and/or additional agreements between the two of them via Floriday at all times. 
• The financial settlement pursuant to a Purchase Agreement and/or related Transactions must at all times be effected by or on behalf of Royal FloraHolland or by Service Provider(s) designated for that purpose. 

In the absence of which Royal FloraHolland is entitled or reserves the right to take further measures regarding the User(s) which it is entitled to take on the basis of these General Terms and Conditions, including the possibility of (temporary) exclusion from participation in or termination of the use of Floriday. The User(s) shall indemnify Royal FloraHolland in full against all damage and/or costs of whatever nature resulting from non-compliance with this provision. 

4. Royal FloraHolland performs their services on behalf of or on the instructions of the Seller or the Buyer on the basis of an obligation to perform to the best of their ability.The services of Royal FloraHolland are limited to the realisation of a Purchase Agreement and/or the resulting Transaction(s) between the Seller and Buyer as well as the execution and/or the performance of the financial settlement of a Purchase Agreement between the Seller and Buyer arising therefrom and/or resulting therefrom, by or on behalf of Royal FloraHolland or by the Service Provider(s) designated by Royal FloraHolland for that purpose.

5. Royal FloraHolland is not a party to a Purchase Agreement between the Seller and the Buyer.If this is established between a Seller and a Buyer, this shall in no way create any rights vis-à-vis Royal FloraHolland.For the content and execution of a Purchase Agreement, Royal FloraHolland bears neither any responsibility nor any liability. 

6. If Royal FloraHolland or an associated company is (subsequently) charged VAT or is held liable by the Dutch tax authorities or a foreign tax authority for VAT in respect of the Delivery of Products by the Seller, the Seller shall reimburse Royal FloraHolland at their first request for the VAT thus recovered, as well as the fines imposed by the tax authorities or foreign tax authority, interest and costs charged and the reasonable costs incurred by Royal FloraHolland in combating the decisions underlying these amounts by or on their behalf.

Article 7 Use & settlement of transport packaging

1. If the Seller, Buyer and/or their Agents and/or Service Providers make use of types of packaging, trolleys and/or CC Containers prescribed or approved by Royal FloraHolland, the General Terms and Conditions for Packaging, respectively General Terms and Conditions for Trolleys and/or General Terms and Conditions for CC Containers of Royal FloraHolland shall apply.

2. The Seller is obliged to use proper packaging and to deliver the Products sold and to be delivered to the Buyer in proper packaging. 

3. Only the packaging models, trolleys and/or CC Containers advised and/or approved by Royal FloraHolland shall be invoiced via Royal FloraHolland, in accordance with the applicable terms and conditions, including the General Terms and Conditions for Packaging, as well as any decisions announced by Royal FloraHolland to that effect.

Article 8 Financial settlement

1. By the complete, correct, timely and truthful posting and/or submission of an Offer and/or Purchase Tip on Floriday by a Seller or their Agent: 

a) The Seller or the relevant Agent instructs Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland, specifically to be referred to as Veiling Rhein-Maas and Plantion, to sell the Products in question (or have them sold) on behalf of the Seller, as well as to carry out the financial settlement on behalf of the Seller in connection therewith and/or to charge the Buyer and pay the Buyer the purchase price; 

b) The Seller or their Agent irrevocably authorises Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland to communicate directly with the Buyer on behalf of and at the expense and risk of the Seller and to conclude a Purchase Agreement on behalf of the Seller with the Buyer without Royal FloraHolland becoming a party to that Purchase Agreement.Royal FloraHolland shall provide the Seller and Buyer with an e-mail or (digital) notification and/or confirmation on Floriday of the formation of the Purchase Agreement. 

2. For the acceptance of the order by Royal FloraHolland or the Service Provider designated by Royal FloraHolland for that purpose and the execution of the required services, the data supplied by the Seller/Buyer and included in Floriday on that basis shall be leading. 

3. The Seller who has given an order for payment or collection to Royal FloraHolland or to the Service Provider designated for that purpose by Royal FloraHolland as stipulated in paragraph 1 of this article, thereby gives Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland a non-cancellable private charge, as referred to in Section 7:423 of the Dutch Civil Code, to pay or collect the Purchase Price agreed in the matter and any other costs and/or levies owed in the matter. The Seller/Buyer acknowledges that Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland is authorised to act in this matter, even in the event of a conflict of interest or if Royal FloraHolland or the Service Provider designated for that purpose by Royal FloraHolland is itself the contracting party and that the crediting of the aforementioned amount by Royal FloraHolland to the Seller shall be regarded as payment in discharge by the Buyer. 

4. The financial settlement by Royal FloraHolland with regard to a Purchase Agreement agreed or established via Floriday between Users is regarded as a payment on behalf of the Buyer to the Seller shall, insofar as applicable with due observance of the provisions of the Royal FloraHolland Auction Regulations, take place as follows:

• Royal FloraHolland shall credit the proceeds of the Products sold and offered for collection by the Seller in a calendar week to the Seller's customer number, after deduction of commission, levies, any liquidity contribution, any costs for the use of transport packaging and/or costs for other services enjoyed and/or any other claims. The crediting shall in principle take place on a day to be determined by Royal FloraHolland in the following week.After the crediting has taken place, Royal FloraHolland shall transfer the balance eligible for payment to the bank account specified by the Seller, which crediting and/or payment to the Seller shall be regarded as discharging the Buyer.The Buyer grants Royal FloraHolland a non-cancellable power of attorney to that effect by virtue of these General Terms and Conditions.  
• All Products purchased by the Buyer from the Seller via Floriday and delivered to the Buyer, as well as the services provided by Royal FloraHolland or Floriday or by other Service Providers via Floriday, as well as the other costs, including transaction costs, service costs, commissions and regular levies, shall in principle be charged to the Buyer on the same day or on a (expiry) day to be determined by Royal FloraHolland or agreed with Royal FloraHolland, invoiced and settled via the Buyer's bank.The Buyer shall pay the amount due to Royal FloraHolland on the aforementioned payment date or within the aforementioned payment term without settlement, dissolution or suspension and in Euros or another currency to be determined by Royal FloraHolland. In the event of late or incomplete payment, the Buyer shall owe Royal FloraHolland, without prior summons and/or notice of default, an interest compensation to be determined by Royal FloraHolland with a maximum of the statutory commercial interest and/or administrative costs, judicial and non-judicial costs of collection.  

5. In the event that the financial settlement regarding a Purchase Agreement agreed upon or concluded via Floriday between Users is performed or effected by a Service Provider designated for that purpose by Royal FloraHolland, including Rhein-Maas Auction and Plantion, the financial settlement shall take place in accordance with the conditions and terms determined by the relevant Service Provider or agreed upon with the User. Royal FloraHolland does not guarantee to the User the financial settlement by or on behalf of the relevant Service Provider in that regard and, in particular, whether the relevant Service Provider acts in accordance with or in conformity with applicable legislation and/or regulations in that regard. Royal FloraHolland has no duty of investigation in this regard, nor any responsibility or liability towards User(s) and/or third parties.

6. Royal FloraHolland or the Service Provider designated for that purpose is authorised to immediately suspend a payment to the Seller or to deposit it in an (own) suspense account, due to a claim submitted by the Buyer as referred to in Article 8 of these General Terms and Conditions with regard to which Royal FloraHolland can reasonably suspect that this claim is plausible.Royal FloraHolland or the Service Provider designated for that purpose shall be entitled to proceed to payment only if, in their opinion, the suspicion has been sufficiently refuted and/or claims between Buyer and Seller have been settled or it has been established to whom the Purchase Price or, as the case may be, the amount is due. 

7. In the event of complaints and/or questions from User(s) about the execution of the financial settlement or service provision by or on behalf of Royal FloraHolland or a Service Provider designated for that purpose by Royal FloraHolland, the provisions of Article 12 shall apply.

Article 9 Complaints & questions regarding services on Floriday

1. For complaints and/or questions regarding Floriday, the User can contact Floriday's support desk at support@floriday.io.

2. In case of any complaints or questions relating to services offered on or via Floriday, including financial settlement, logistic services and/or use and/or settlement of logistic resources, the User can address Royal FloraHolland’s Client Contact Centre via contactcenter@royalfloraholland.com or the designated department of the relevant Service Provider, in particular Veiling Rhein-Maas and Plantion.  

3. In case of any complaints that have arisen from non-compliance with deviating agreed provisions through the Contracts module, Users shall contact each other. Royal FloraHolland does not act as a mediator.  

Article 10 Rates and payment

1. Unless otherwise stipulated, the User shall owe a rate for the use of Floriday per four (4) week period, as shown in the rate overview on Floriday's website (https://www.floriday.io/en/buyer-rates).  

2. Payment of the applicable rate by the User must be made before the start of the relevant period (of four weeks). To the extent possible, the rate due shall be charged to the User via Royal FloraHolland's SWIFT or SEPA direct debit, to which method of payment the User shall cooperate. 

3. All rates are exclusive of VAT. 

4. Royal FloraHolland reserves the right to change or introduce annual rates. The User shall then be entitled to terminate the service prematurely within four (4) weeks after the new rate has been communicated to the User by e-mail or, in the absence of such communication, within four (4) weeks after the new rate has been introduced.  

5. The User shall be required to pay Royal FloraHolland or the relevant Service Provider the commissions, costs and/or levies, etc. set by Royal FloraHolland or the relevant Service Provider for the Purchase Agreement concluded or concluded by the User and the services provided by Royal FloraHolland or the relevant Service Provider to the User in that regard, which costs and/or levies, etc. shall be charged to the User(s) afterwards.   

6. Unless expressly provided otherwise, in addition to the fees and charges mentioned in this article, a Buyer shall take into account any charges and taxes payable by the Buyer in addition to the Purchase Price.  

Article 11 Termination of registration/participation/use of Floriday

1. The User can personally terminate their registration or participation in Floriday using their username, via the Floriday website, subject to a notice period of four (4) weeks, unless otherwise stipulated in these General Terms and Conditions. 

2. Royal FloraHolland can, for reasons of their own, terminate their services to the User via or with regard to Floriday by means of a written notification or e-mail to that effect to the e-mail address of the User known to Royal FloraHolland, taking into account a period of notice of four (4) calendar weeks.  

3. Royal FloraHolland is furthermore entitled to immediately exclude a User from participation in and/or use of Floriday and/or to terminate their registration with immediate effect, without any announcement to that effect and without being obligated to any compensation or restitution of any amounts already paid by the User or charged to the User by Royal FloraHolland, without prejudice to any further rights to which Royal FloraHolland is entitled, if there is a question of: 

• An application for bankruptcy, suspension of payments or debt restructuring of the User and/or their Agent. 
• Cessation or liquidation of the business of the User and/or their Agent.
• A culpable failure or serious suspicion of abuse on the part of the User and/or their Agent. 
• (An attempted) abuse and/or electronic break-in (hacking) of (the system of) FloraHolland by the User and/or their Agent. 
• An act or omission by User and/or their Agent vis-à-vis Royal FloraHolland or Floriday and/or other Users in violation of the law, these General Terms and Conditions, the API Terms and Conditions and/or if the act or omission of User and/or their Agent otherwise gives cause to do so. 

4. The date of termination of registration, use of and/or participation in Floriday shall not affect any fees or charges already owed by User for the period up to and including the relevant termination date. To the extent applicable, any fees already paid by User as mentioned in Article 13 paragraph 1 for the use of Floriday for the period after the end date shall be refunded to User.  

Article 12 Liability and indemnity

1. Royal FloraHolland shall not be liable for any damage (including any consequential damage) including but not limited to damage resulting from: 

a) Failures in the data/telecommunications infrastructure (including software). 
b) Use of and/or participation in Floriday. 
c) Any services offered by Royal FloraHolland in this context. 
d) (Incorrect, outdated and/or incomplete) information listed on the Floriday website, including offer, product and transaction information. 
e) Situations of force majeure, which shall include at least, but not exclusively: 

• Internet failures, the non-functioning/failure to function properly of hardware, software and communication systems, including computer failures, power failures etc. 
• Unlawful conduct by Users and/or third parties, the spreading of (computer) viruses via Floriday or other unlawful programs or files, the hacking of Floriday and/or Royal FloraHolland's software and communication systems. 

f) Providing incorrect or incomplete or delayed information to a Seller and/or Buyer. 
g) Failure to conclude a Purchase Agreement between Users for any reason and/or for damages resulting from the conclusion of a Purchase Agreement between Users.  
h) Defects or errors in any transaction or payment module(s). Royal FloraHolland shall in no way be liable for any damage arising from or related to the execution of Purchase Agreement(s) between Users or for non-compliance by a Seller with respect to a Buyer and vice versa. 
i) A User accepts full liability vis-à-vis Royal FloraHolland for damage arising from and/or related to the execution of the Purchase Agreement(s) concluded by the User in that regard, as well as for (the conduct of) their employees or persons engaged by each of them who cause Royal FloraHolland damage (in)directly related to their work. The User indemnifies Royal FloraHolland for any claims or claims from third parties in this regard, as well as for claims from other Users and/or third parties in the matter of non-payment and/or inadequacies in financial settlement as a consequence of an act or omission by the User for any reason whatsoever regarding Purchase Agreements and/or Transactions concluded by the User with other Users. 
j) Failure to meet tax obligations, including the remittance of VAT legally due to the relevant tax authority. 
k) The User shall take out and maintain proper insurance for the possibility of liability in compliance with the applicable laws and regulations. Upon request, the User shall provide FloraHolland with access to all relevant policies. 
Unless there is intent or deliberate recklessness on the part of Royal FloraHolland. In the event of an error by employees of Royal FloraHolland, which can be regarded as intentional or deliberate recklessness, the liability of Royal FloraHolland and its employees shall be limited to the rate charged to the User by Royal FloraHolland for Floriday in this regard for the preceding twelve (12) months. 

2. Royal FloraHolland shall never be liable for indirect damage or loss of profit. 

3. The User bears the risk of wrong or unauthorised use of their username and/or their password and that of their employees. 

4. The User indemnifies Royal FloraHolland against claims by third parties related to actions of the User and their employees when using Floriday. 

5. The information provided by Floriday to the User is entirely without obligation. The User cannot derive any rights vis-à-vis Royal FloraHolland or Floriday from this. 

Article 13 Intellectual property rights

1. 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 connected with Floriday and the related services and/or services by or on behalf of Royal FloraHolland as well as the Service Provider(s) designated by them for that purpose.  

2. The Seller guarantees that royalties have been paid on all Products offered for sale and/or delivered by or on behalf of them, where applicable, or that these Products can be traded (royalty-free) by the Buyer and/or their Agent without infringing any intellectual property rights, including plant variety rights, of third parties. The Seller shall indemnify the Buyer(s), other Users and Royal FloraHolland in this regard. 

3. The User warrants that: 

a) The (supply/product) information, certification information and/or product certificates, product photos, trade names, (company) logos and/or word/image marks, logistic resources provided by or on behalf of them do not infringe the rights of Royal FloraHolland, other Users and/or third parties including but not limited to intellectual property rights (e.g. trademark rights and copyrights). 
b) The specified and/or supplied (supply/product) information has been provided entirely correctly and truthfully. 

4. Insofar as necessary, the User hereby grants Royal FloraHolland a non-exclusive, transferable licence to use, (digitally) reproduce and publish in any (digital) manner the product photos, trade names, (company) logos and/or word/figurative trademarks and (supply/product) information, including certification information and/or product certificates, placed, offered or displayed by or on behalf of the User on Floriday, worldwide and for an unlimited period of time and/or the legally permitted period. The User guarantees and warrants to Royal FloraHolland that they are authorised to grant Royal FloraHolland this licence (possibly now for then). 

5. The User indemnifies Royal FloraHolland completely for all damage and/or costs of whatever nature resulting from non-compliance with one or more obligations as described in this article. 

Article 14 Privacy

1. When registering for and making use of Floriday by the User, (personal) data of the User shall be processed by Royal FloraHolland. Such processing(s) shall take place in accordance with the applicable Floriday Privacy Statement as published on Floriday's website (https://www.floriday.io/en/floriday-privacy-statement) as well as in accordance with applicable privacy and data processing laws and regulations. 

2. The security of (personal) data and data has high priority for Royal FloraHolland and Royal FloraHolland has taken appropriate security measures in this regard. Depending on the type and sensitivity of the data and data, these can be different measures and these security measures are monitored regularly. 

Article 15 Complaints, reports and questions content on Floriday

1. In case of questions, reports or complaints, regarding (content within) Floriday, the User can contact Floriday's support desk during normal business hours at support@floriday.io. For example, the User can file complaints or report content within Floriday that the User believes violates these General Terms and Conditions, infringes (growers') rights or is illegal for any other reason. 

2. When the User makes a complaint or report about content within Floriday, it is important that the User provides a justification in doing so. Such justification shall include, for example, the following information: the reasons why the User believes that the content is illegal, a clear indication of the exact location of the information (e.g. a link) and the contact details of the User making a complaint or report. If the User makes a notification in connection with infringement of plant breeders' rights, User should follow the Intellectual Property Rights Infringement Protocol.  

3. If Royal FloraHolland has the User's contact details, they shall send the User confirmation of receipt of the complaint or notification by e-mail. 

Article 16 Modification of the General Terms and Conditions 

1. Royal FloraHolland reserves the right to amend these General Terms and Conditions.  

2. Material changes shall be announced by direct electronic message to the User and shall take effect from their announcement. This unless the User has cancelled the relevant service within four (4) weeks of the notice. If an agreement had been entered into for a definite period of time or if a notice period longer than four (4) weeks had been agreed upon, a possibility of premature termination only applies if the User cannot reasonably be expected to continue taking Floriday under the changed conditions. 

Article 17 Competent court

In the event of disputes arising between Users or between Royal FloraHolland or, as the case may be, Floriday and Users with regard to or as a result of the present terms and/or a Purchase Agreement, and which cannot be resolved amicably, the competent court in Amsterdam shall have exclusive jurisdiction.

Part 2 Terms of Business

The Seller and Buyer may deviate from the provisions contained in Part 2 Terms of Business of these General Terms and Conditions within the Contracts Module.

Article 18 Offer and certification requirements

1. An Offer or Purchase Tip may be amended or withdrawn by the Seller unless an Offer or expressly stated otherwise. The Seller has the option to include conditions in respect of the Order, for example, but not limited to a minimum order quantity, on their Offer or Purchase Tip; if these order condition(s) are not met by the Seller, the Buyer is entitled to cancel the (call-off) Order. Similarly, an Application or (call-off) Order may be amended or withdrawn by the Buyer, unless an Application or (call-off) Order expressly states otherwise. A Seller/Buyer shall be aware of the consequences of the Offer, Purchase Tip or Application or (call-off) Order placed by them, withdrawal, cancellation and amendment respectively, and Buyer/Seller shall be bound by any consequences of the aforementioned actions. 

2. If the User offers Products on Floriday or one of the sales channels connected to them and/or transaction or financial module(s) and/or services, then, insofar as Royal FloraHolland has them at their disposal, a product photo shall be shown together with corresponding (supply/product) information, including certification information and/or product certificates, etc. In doing so, the User shall immediately follow all possible instructions given by Royal FloraHolland from time to time. The User shall never use this use in a misleading way or in a way that is harmful to Royal FloraHolland and/or another User. If the User makes changes to (supply/product) information already placed by the User, including product photos, certification information or product certificates, etc., these changes must comply with the requirements set by Royal FloraHolland in these General Terms and Conditions, which requirements may be changed from time to time by or on behalf of Royal FloraHolland. Royal FloraHolland is not obliged to use (supply/product) information placed and/or supplied by the User, including product photos, certification information or product certificates, etc., or to display them on Floriday or one of the sales channels and/or transaction or financial module(s) connected to it. 

3. The certification information and/or product certificates placed or provided by or on behalf of the Seller with the Products offered and/or sold or to be sold by the Seller are intended exclusively for the Buyer and/or their Agent and to be used by the Buyer pursuant to the Purchase Agreement(s) to be concluded or concluded between the Seller and the Buyer and for the Buyer's own business purposes.If and to the extent such certification information or product certificates were originally sourced and/or provided or will be provided by certification entity Global G.A.P., the Buyer (and/or their Agent) is not allowed or prohibited to use this certification information or product certificates to: 

• Provide to their (end) customers and/or third parties. 
• To use them in the context of B2C transactions to be conducted by or on behalf of the Buyer.  

The Buyer shall indemnify Royal FloraHolland in full for all damage and/or costs of whatever nature resulting from non-compliance with this provision. 

Article 19 Contractual obligations

1. The aforementioned agreed Essentials and in particular the delivery date(s) and times are final, unless the Seller and the Buyer expressly agree otherwise. By virtue of a Purchase Agreement, the Seller has an obligation to deliver to the Buyer with regard to the Products sold and to be delivered by the Seller to the Buyer and/or with regard to the (additional) services delivered or to be delivered by the Seller as agreed between them. Pursuant to a Purchase Agreement, the Buyer has a purchase obligation towards the Seller in respect of the Products purchased and to be purchased by the Buyer from the Seller and/or (additional) services delivered and/or to be delivered by the Seller to the Buyer in this respect. The Buyer and Seller are themselves responsible for the correct application and (timely) remittance of the material sales tax due and the related tax return and supplying all relevant and correct information via Floriday for the invoicing and financial settlement of the Purchase Agreement. 

2. In the event of shortcomings in the fulfilment of obligations incumbent upon the Seller/Buyer, Royal FloraHolland or the Service Provider designated by Royal FloraHolland for that purpose shall also be entitled to correct them at the expense and risk of the Seller/Buyer, to withhold, suspend and/or refuse further service provision, without prejudice to the right to take further measures with respect to the User(s) to which it is entitled on the basis of these General Terms and Conditions, including the possibility of (temporary) exclusion from participation in or termination of the use of Floriday. 

3. Delivery of Products by the Seller shall be subject to retention of title until payment by the Buyer or until the Buyer has given an irrevocable guarantee of payment.Royal FloraHolland is entitled on the basis of these General Terms and Conditions to invoke this retention of title, as well as to take back the Products in question with their own hands and to recover any costs of storage or destruction from the Buyer.  

4. If two or more Users act jointly as the Buyer(s) and/or the Seller(s), each of them shall be jointly and severally liable in full for compliance with the obligations arising - also vis-à-vis Royal FloraHolland - from a Purchase Agreement or shall be jointly and severally entitled in full to receive what is due to the parties involved on the basis of a Purchase Agreement, unless they explicitly agree otherwise.  

5. If a User and/or the Seller and/or the Buyer respectively wish to correct a Purchase Agreement agreed or concluded between them, the Seller/Buyer can make this known to the relevant Buyer/Seller on Floriday. The relevant Seller/Buyer must respond to the correction request within the time limit set for that purpose. After this deadline, the correction request expires. For support in processing and/or handling a correction request, the Seller/Buyer can also contact Floriday's support desk at support@floriday.io. Royal FloraHolland reserves the right at all times not to process a correction request and/or not to implement it. 

6. The use of own packaging by the Seller for the performance of their obligations under a Purchase Agreement is possible, provided that the Seller is thereby bound to: 

a) Specify this as such as well as what type of own packaging in their offer on Floriday or if the Seller and Buyer agree to this in the Purchase Agreement or specifications of the Purchase Agreement on Floriday. 
b) Send along the VBN packaging code prescribed for this purpose. 
c) On the understanding that Royal FloraHolland is entitled to refuse certain packaging (types, materials, models) if, among other things, their use could disrupt Royal FloraHolland's business operations. 

Article 20 Complaints

1. Immediately after delivery, the Buyer shall have the right to submit a written, reasoned, itemised complaint to the Seller about the delivered Products, no later than 24 hours after the time of delivery, but before the Products leave or have left the Delivery Location and before any further loading, unless there is a hidden defect as referred to in paragraph 2 of this article.Splitting Products that do and do not comply with the Essentials and/or other specifications agreed between the Seller and the Buyer is not allowed without prior consultation with the Seller. 

2. A hidden defect is a defect that could not reasonably be discovered by the Buyer at the time of delivery.A complaint for a hidden defect must be reported or submitted in writing to the Seller no later than 48 hours after the defect could reasonably have been discovered, substantiated and specified, stating the number of Products to which the claim relates.  

3. In case of late and/or incomplete acceptance by the Buyer, the Seller is entitled to submit a complaint to the Buyer in writing, stating reasons, itemised or accompanied by documentary evidence, at the latest 24 hours after the time the acceptance took place or should have taken place. 

4. If no complaint has been made by the Seller/Buyer within the period(s) mentioned in the preceding paragraphs of this Article, the delivery or acceptance shall be considered proper. 

5. Subject to the provisions of paragraphs 1, 2 and 4 of this article, the Buyer shall have the following rights in the event of a default or material breach by the Seller other than force majeure: 

a) To dissolve the Purchase Agreement in whole or in part, per defectively delivered sales unit, after consultation with the Seller without the need for judicial intervention, without prejudice to their right to damages. Anything that has already been performed by the Seller and the Buyer in satisfaction of the dissolved part must then be returned. 
b) In addition to dissolution, the Buyer is entitled to compensation of up to 12% on the agreed Purchase Price for the dissolved part, unless explicitly agreed otherwise between the Seller and the Buyer and provided that there is no intent or deliberate recklessness on the part of the Seller. In case of intent or deliberate recklessness of the Seller, their liability to the Buyer is not limited. 
c) The Buyer may require the Seller to replace the Products unless this is unreasonable, taking all circumstances into account. Furthermore, the costs incurred to replace the Products not delivered due to dissolution can only be included in the damage estimate if that replacement Purchase Agreement was concluded after consultation with the Seller and via Floriday.  

6. Subject to the provisions of paragraphs 3 and 4 of this article, the Seller shall have the following rights in the event of the Buyer's failure or material default other than force majeure: 

a) Dissolving the Purchase Agreement in whole or in part, per defectively purchased sales unit, after consultation with the Buyer without the need for judicial intervention, without prejudice to their right to compensation. Anything that has already been performed by the Seller and the Buyer in satisfaction of the dissolved part must then be returned.  
b) In addition to dissolution, the Seller shall be entitled to a predetermined and fixed compensation consisting of the Buyer's payment of the agreed Purchase Price for the uncollected Products, unless explicitly agreed otherwise between the Seller and the Buyer and provided that there is no intent or deliberate recklessness on the part of the Buyer. In case of intent or deliberate recklessness of Buyer, their liability towards the Seller is not limited.  

7. In the event of a complaint or dispute, the Seller and Buyer are at all times obliged to make every effort to limit the damage caused by the Seller and/or Buyer.  

8. If and insofar as the Buyer and Seller have a dispute regarding a Purchase Agreement, the Seller/Buyer shall be entitled to apply to the competent court as determined in Article 19, but only after the Seller and Buyer have attempted to resolve this dispute, whether or not with the aid of mediation by Royal FloraHolland or a Service Provider designated for that purpose (by Royal FloraHolland). If the Seller and Buyer agree, Royal FloraHolland or the relevant Service Provider for the purposes of mediation shall be entitled to inspect the content of the Purchase Agreement concluded between them and to use it for these purposes. Royal FloraHolland or the relevant Service Provider can never be held liable for the advice, mediation and/or support provided in that context. 

Article 21 Force majeure

1. The Seller/Buyer and/or Royal FloraHolland are not liable for a total or partial failure to fulfil their obligations and cannot be held liable if, as a result of a force majeure situation, the Seller/Buyer and/or Royal FloraHolland are unable and/or cannot reasonably be expected in respect of the Seller/Buyer to fulfil all or part of their obligations by virtue of a Purchase agreement and in respect of Royal FloraHolland to fulfil all or part of their obligations by virtue of their services on or via Floriday. 

2. Force majeure is understood to mean circumstances that cannot reasonably be attributed to the fault of the Seller/Buyer and/or Royal FloraHolland and should not reasonably be at their expense. 

3. The Seller/Buyer and/or Royal FloraHolland shall each be entitled to suspend fulfilment of the obligations for the duration of the force majeure situation. If, as a result of force majeure, the Seller/Buyer have suspended their obligations for more than two (2) weeks or in whole or in part, or are permanently prevented from fulfilling the Purchase Agreement, the Seller and/or Buyer shall be entitled to terminate the Purchase Agreement in whole or in part with immediate effect, without this resulting in any obligation for compensation on the part of either of them and/or Royal FloraHolland, on the understanding that, in the event of a pandemic, the provisions of Article 10 shall apply to the Seller/Buyer. 

4. The Seller/Buyer is not entitled to invoke force majeure if the circumstance preventing (further) fulfilment occurred after the Seller/Buyer should have fulfilled their commitment. 

5. The Seller/Buyer undertake – as far as this can reasonably be demanded of them – to eliminate (or have eliminated) any cause of the force majeure (situation) as soon as possible. 

Article 22 Pandemic

In the event of a pandemic preventing delivery or taking delivery of Products under a Purchase Agreement, respectively: 

• If and insofar as the Products can be stored without significant quality problems for three (3) calendar days, the additional (storage) costs shall be divided and borne in equal halves between the Seller and the Buyer, and the Seller and the Buyer shall be obliged to make every effort to find an alternative outlet, if any. If it is found, Seller shall be allowed to market the floriculture products to the relevant Buyer via Floriday. The financial consequences involved shall be shared and borne equally between the Seller and Buyer.  
• In case the Products cannot be kept or after three (3) calendar days cannot be disposed of elsewhere either and/or the performance of the Purchase Agreement is permanently impossible, the Seller shall destroy the Products at their expense. In that case, the Buyer shall pay half of the Purchase Price excluding expenses to the Seller. The Buyer shall also reimburse the investments already made by the Seller in this regard in Products, jars, sleeves, labels, packaging materials, on the understanding that the Seller shall provide those materials to the Buyer if the Buyer so desires. 

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Article 23 Applicable law 

1. Only Dutch law applies to these General Terms and Conditions and to the services and all Purchase Agreements concluded on Floriday. The applicability of the Vienna Sales Convention is expressly excluded. 

Floriday general terms and conditions, version February 2025