Terms of Service

DEFINITIONS

"Florbs"
Florbs BV, a Dutch private limited liability company with as registered address Europalaan 100, 3526 KS Utrecht and Chamber of Commerce Registration number 82486085.

"Florbs Data"
Data:
(i) provided by Florbs itself or via third party suppliers to Customer by means of the SaaS Services,
(ii) which is generated by means of the SaaS Services, or
(iii) to which Florbs provides access to via the SaaS Services.

Active User
A single unique user account within the Customer's Google Workspace domain that is in an 'Active' status as reported by the Google Workspace Admin Console (or its corresponding Admin SDK Directory API). Exclusions: This definition does not include user accounts that are in a 'Suspended', 'Archived' (if applicable to the Google Workspace edition), or 'Deleted' status, regardless of their past activity within Google Workspace applications.

Maximum Concurrent Active Users
This is the contracted maximum simultaneous number of Active Users that may be in the Customer’s Google Workspace domain at any point in time for the term of the Order.

Customer
Contracting party of Florbs for the delivery of Services.

Customer Data
Data owned by Customer as used in the SaaS Service as further defined in clause 12.2.

Defect
A malfunction in SaaS Services provided by Florbs (not caused by incorrect configuration or otherwise not following usage instructions in the Documentation) materially degrading functionality of the SaaS Services as described in the Documentation.

Documentation
The current version of the user manuals for the SaaS Services as issued by Florbs to the Customer from time to time.

Intellectual Property Rights
All copyrights, patents, database rights, rights in trademarks, designs, know-how, logos, confidential information, rights in domain name registrations and similar rights (whether registered or unregistered).

Modification
Making changes to the SaaS Service, such as changing its configuration, settings, functionality, interfaces or technical capabilities.

Offer
Written offer issued (offline or online) by an authorised representative of Florbs for the provision of Services to the Customer.

Order
Offer which is accepted by the Customer.

Professional Services
All services provided by Florbs to Customer other than SaaS Services and Support Services.

SaaS Service
The standard Florbs software application managed and hosted by Florbs as identified in the Order, available for use by Customer over an internet connection on a ‘Software as a Service’ (SaaS) basis.

Services
All services of Florbs as provided to the Customer, including SaaS Services, Professional Services and Support Services.

Support Services
The standard support services as agreed to be provided by Florbs to Customer in the Order with respect to the SaaS Services under the terms of clause 5.

Support SLA
The then current maintenance and support policy of Florbs for the relevant SaaS Service which details the operational aspects of the Support Services agreed to be provided under an Order.

1. APPLICABILITY OF TERMS

1.1. Introduction: These are the general terms and conditions of Florbs. These apply to all Services of Florbs, all Offers of Florbs and all agreements entered into by Florbs with the Customer with respect to the supply of Services by Florbs.

1.2 Offers and Orders: Customer may accept Offers for Orders issued by Florbs by signing them and sending these to Florbs or by accepting them online (if the Order is offered online such as on websites, marketplaces).

1.3 Offers for Orders expire if not accepted by Customer within 14 days of the date they were provided, unless another validity terms is expressly included in the Offer.

1.4 Offers made by Florbs online may be revoked without notice.

1.5 Apparent typos and errors in Offers do not bind Florbs and Florbs may reject or terminate Orders based on Offers containing such apparent errors.

2. SAAS SERVICES SCOPE

2.1 Hosting and technical management: SaaS Services of Florbs as standard include the hosting and technical management by Florbs of the software application in a secured third-party data centre, physically located in the European Union or the United States, Customer will select its preferred region of its upon its first use of the SaaS Services, after which the selected region will be applied to Customer’s environment.

2.2 The SaaS Services will be implemented by Florbs and made available ready for use by Customer via an internet connection. Customer is responsible for ensuring that it has a stable and sufficiently high-quality internet connection required for the proper use of the SaaS Services.

2.3 Florbs requires access to your Customers Google Workspace environment. For Florbs functionality Customer will have to provide access to the scope permissions as indicated in the Documentation.

2.4 Florbs can only provide its Services to the Customer if the Customer complies with the requirements as set out in the Documentation.

2.5 Customer can subsequently connect to the SaaS Services via an internet connection using up to date software browsers, to configure the Saas Services, load its own data in the Saas Services and use the SaaS Services.

2.6 Service commitment: Florbs will ensure the SaaS Services are provided in a professional manner and will work to ensure they will function for the duration of the subscription of Customer for the SaaS Services in substantial conformity with the Documentation.

2.7 Florbs does not warrant the SaaS Services will operate error free or uninterrupted, but commits to address Defects in the SaaS Services in accordance with clause 5.3.

2.8 Evolution of SaaS Services: The SaaS Services provided by Florbs may be updated, changed and upgraded by Florbs from time to time.

2.9 For material changes to the SaaS Services with a foreseeable material impact on Customer, Florbs will (where reasonably possible) provide at least 30 days prior notice (via email to registered Customer contact or posting of a message on the login screen of the SaaS Services) to enable Customer to prepare for such change.

2.10 Customer expressly acknowledges that the SaaS Services are inherently dependent on the Google Cloud ecosystem and Google APIs, including security layers that leverage Google’s infrastructure. Consequently, if Google implements modifications, deprecations, or updates to its services, APIs, or security protocols, such actions may have a material impact on the functionality or availability of the Florbs Services. While Florbs will use commercial best efforts to adapt its Services to Google’s updates, Florbs cannot guarantee the uninterrupted persistence of all features. Florbs reserves the right to modify or discontinue specific functionalities if the underlying third-party technology is no longer supported or available, and shall not be held liable for any such changes driven by Google’s infrastructure or API lifecycle.

2.11 Florbs will not charge Customer additional fees for additional features it may make available to Customer by means of such changes, unless this concerns future new features or functions for which Florbs also generally charges other users of the SaaS Services separately.In such cases, the new features or functions will not be activated and charged to Customer until Customer has confirmed the desire to use such new feature(s) by concluding an Order in which the related additional charges are agreed.

3. LICENSE TERMS FLORBS SAAS SERVICES

3.1 Usage limitations: Any license granted under an Order to use SaaS Services will be non-transferable, non-exclusive, for Customer’s own internal business purposes, for the expressly permitted scope of use as set out in the Order and subject to the usage limitations set out in such Order and these Terms of Service.

3.2 If the number of Active Users exceeds the quantity specified in an Order, Florbs reserves the right to invoice Customer for the additional users. Fees for such excess usage will be prorated on a monthly basis at the pricing as specified in the Order. Customer further agrees to indemnify Florbs against any third-party claims for additional license fees resulting from such expanded use.

3.3 Customer may not copy and use any part of the SaaS Services, expressly including any software, concept, know-how, map, data base, data element or other proprietary aspect of the SaaS Services for use outside the licensed scope of the SaaS Services.

3.4 Customer must in using the SaaS Service observe the usage instructions and guidelines in the Documentation and may not use the SaaS Services in a manner interfering or disrupting the integrity of the proper functioning of the SaaS Services and the data stored thereon.

3.5 Use for/by third parties / affiliates / suppliers: Customer may only use the SaaS Services for its own internal business purposes and may not make the use the SaaS Services available to any third party by sale, rent, sublicensing, timesharing, posting on a public website or on any other basis nor use the SaaS Services for the benefit of any third party on any basis including by reselling them or by combining them with the services provided by Customer to third parties, except where this is in the Order expressly agreed to be permitted for specific use cases and specifically agreed third parties who Customer may enable the use of or the benefit of the use of the SaaS Services.

3.6 This expressly includes a prohibition to use the SaaS Services for, or allow the use by, corporate affiliates / group companies / subsidiaries / licensees / franchisees / suppliers of Customer unless this is expressly otherwise agreed in the Order.

3.7 Customer responsibility for legal use: Customer is fully responsible for all use Customer makes of the SaaS Services, all data it submitsuploads to and distributes via the SaaS Services and all related instructions it gives to Florbs in configuring and using the SaaS Services for Customer and to ensure such use complies with applicable laws.

3.8 Customer shall at all times ensure that all such use complies with applicable laws, does not violate any third-party rights (expressly including any intellectual property rights or privacy rights) and is does not constitute a tort against any third party.

3.9 Florbs’s agreement to provide the Services to Customer, to process Customer Data or to perform Services in accordance with the instructions of Customer shall not be held to imply any legal advice by Florbs to Customer or any waiver with respect to any restriction under this clause.

3.10 Customer will indemnify and hold Florbs harmless from any third party claim caused by any violation by Customer of this clause.

3.11 The output or actions generated by means of the Services should at all time be verified under the final responsibility of Customer to comply with then current applicable law in the specific situation of the Customer.

3.12 Right to suspend services: Florbs reserves the right to suspend or terminate any use of the SaaS Services provided by Florbs, expressly including the sending of any messages via the SaaS Services, which reasonably deems to violate these terms, any applicable law or any third party right.

3.13 Return of Customer Data: Florbs will upon termination of the Services for up to 30 days after such termination allow Customer to download from the SaaS Services any copies of Customer Data available for download from the SaaS Services or otherwise provide such data on an electronic data carrier in an open, structured data format.

3.14 Third party license terms: If the SaaS Services to be provided by Florbs are based on or are to be used combined with SaaS services, data sources and/or standard software tools of third-party licensors to Florbs (hereafter Third Party Tools), then with respect to the use of such Third Party Tools, the relevant license and usage conditions with respect to such Third Party Tools as imposed by the relevant third party licensor as shared by Florbs with Customer will apply to the use thereof, in addition and where relevant in deviation of these Terms of Service of Florbs.

3.15 The fees payable for the use of Third Party Tools are included in the fees agreed for the SaaS Services to be provided by Florbs and are not separately payable by Customer unless expressly otherwise agreed in the relevant Order.

3.16 Test/ beta/ evaluation license: Any right to use SaaS Services granted on a ‘test’/ ‘beta’/ ‘acceptance’/ ‘training’/ ‘demo’ basis (or similar indication that SaaS Services are not intended for full commercial use), shall be used by Customer for the sole purpose of evaluation or testing of the SaaS Service and may not be used for normal operational / commercial use unless expressly otherwise agreed in the relevant Order. Such SaaS Services are provided without warranty on an “as is” basis and without entitlement to any Support Services (except as may be expressly otherwise agreed in the Order) and may be revoked by Florbs at any time for any reason.

4. SUPPORT SERVICES & MAINTENANCE

4.1 Support Services: Customer is entitled to receive Support Services from Florbs as specified in the order for the SaaS Services and provided Customer has paid all applicable fees for the SaaS Services and Support Services when due.

4.2 The scope of the Support Services is as agreed in the relevant Order and the related procedures, service levels and operational and technical terms of use are described in the then current Support SLA of Florbs for the relevant SaaS Service.

4.3 Material changes to procedural and technical details in the Support SLAs are announced by Florbs in writing and at least 30 days in advance.

4.4 Changes materially reducing service level commitments in the Support SLA can only be made with the consent of Customer.

4.5 Documentation of Terms. For the avoidance of doubt, the specific levels of support, response times, and service commitments are governed by the terms of the Support SLA and the details specified in the Customer’s Order. In the event of a conflict between this section and the SLA, the SLA shall prevail.

4.6 Support Services – Defects: Florbs will as part of the Support Services use its reasonable efforts to address and resolve Defects in accordance with the procedures and service levels set out in the Support SLA.

4.7 In case a Defect effectively blocks Customer from accessing the SaaS Services or using material parts of the functionality of the Services, Florbs will use all reasonable efforts to provide at least a workaround to allow Customer to resume use of the (affected part of) the SaaS Services as soon as practical, which work around may require Customer to temporarily accept to apply alternative working procedures or a reduction of minor functionality.

4.8 Customer responsibilities for receiving support: Customer must ensure that employees contacting Florbs to receive general support and/or to report Defects have been suitably trained to operate the SaaS Services and have consulted the Documentation of the SaaS Services before contacting Florbs for support.

4.9 When reporting a Defect Customer must provide all relevant information and cooperation to Florbs to enable Florbs to identify and reproduce the Defect.

4.10 Resolving Defects or other issues caused by failures to follow usage instructions set out in the Documentation, by uploaded materials not compliant with the related technical requirements or with respect to restoring Customer data are not part of standard Support Services, and assistance with respect thereto may be separately charged by Florbs as Professional Service to Customer.

4.11 Support updates: As part of Support Services, Florbs may install updates of the SaaS Service. Their implementation may temporarily affect availability of the SaaS Service for use by Customer.

4.12 Florbs will announce and perform support update implementations in accordance with the procedures set out in the Support SLA.

4.13 In case Customer co-operation is needed to install a support update, Florbs may refuse to address Defects if Customer does not enable the installation of an update that would prevent or resolve such Defect.

4.14 Modifications: Creating and implementing Modifications is not part of standard Support Services and are performed as Professional Services.

4.15 Florbs may also offer optional standard Modifications to the SaaS Services to offer new or improved functionality which may be subject to additional license fees.

4.16 Such optional Modifications are not mandatory for the Customer to order and are only chargeable to Customer if Customer expressly agreed to the applicable additional license fee.

4.17 Quality commitment Support Services: Florbs will provide Support Services in a professional and diligent manner and commits to use its reasonable efforts to address and resolve Defects in the SaaS Service for which the Support Services are provided in accordance with the applicable Support SLA.

4.18 Florbs expressly does not warrant it will be able to resolve all Defects or that the SaaS Services will operate without Defect and/or uninterrupted.

4.19 Resolution of a Defect in the SaaS Service may require the cooperation of Customer and may require Customer to temporarily accept minor other shortcomings or the installing of an update.

4.20 Florbs cannot warrant the uninterrupted availability or accuracy of third party data sources which are made available via the SaaS Services, but Florbs will (at no additional charge) and as part of standard Support Services seek to address and resolve or provide a work around for any issue in the availability or accuracy of such third party data sources.

4.21 Florbs shall perform maintenance activities to ensure the proper functioning and availability of the SaaS Services. Maintenance may include the installation of updates, security patches, performance improvements, and other technical measures. Florbs shall use reasonable efforts to schedule planned maintenance during periods of low expected usage and, where reasonably possible, notify Customer in advance of any maintenance that may materially impact the availability of the SaaS Services. Customer acknowledges that unplanned or emergency maintenance may be required in order to address security vulnerabilities or service disruptions, and that such maintenance may affect availability of the Services.

4.22 Customer shall ensure that its use of the SaaS Services remains compatible with the most recent versions of the software made available by Florbs. Florbs is not required to support outdated versions of the SaaS Services or third-party software, systems, or configurations used by Customer.

5. PROFESSIONAL SERVICES

5.1 Professional Services: All forms of services provided by Florbs other than the SaaS Services and related standard Support Services as set out above, such as general advisory services, work on Modifications, training, assistance in implementing and customising the SaaS Services for Customer, assisting in uploading and tailoring Customer Data for use with SaaS Services, are Professional Services which are not included in the subscription fees for SaaS Services provided by Florbs and are separately chargeable to Customer.

5.2 Terms and dates: All delivery dates and other periods stated or agreed by Florbs for Professional Services are based on data known to Florbs when it agreed or communicated such dates or periods and may be subject to change. Florbs will use its reasonable efforts to observe agreed delivery dates and other periods as much as possible, subject to the Customer’s timely performance of its obligations, and will give notice to Customer in case any specifically communicated period or date is expected to change.

5.3 Fees for Professional Services: Unless expressly otherwise agreed, Professional Services are charged on a time and material basis against the standard hourly rates of Florbs or such hourly rates as may be agreed in the relevant Order. Communicated budgets for performing certain activities are (unless expressly otherwise agreed) non-binding estimates and not fixed prices.

5.4 Florbs will only with the prior written consent from Customer spend time beyond an agreed budget.

5.5 Agreed fixed prices for Professional Services for certain specific activities are subject to the assumptions and conditions set out in the Order and on the general assumption Customer provided correct, up to date and complete information for Florbs to basis its fixed price offer on and will fully cooperate as per clause 6.4 below.

5.6 Additional iterations to fine tune such aspects of the relevant deliverables are not included in the fixed price and may be separately charged by Florbs.

5.7 Customer cooperation: The Customer shall furnish Florbs in a timely manner with all information and cooperation which is reasonably requested by Florbs to execute its obligations.

5.8 Customer will ensure any Customer Data provided for inclusion in the SaaS Services complies with the relevant technical standards as set out in the Documentation.

5.9 Where the Professional Services are provided with respect to integrating / connecting the SaaS Services with third party saas services or data services which are provided by third parties under a direct agreement between Customer and the relevant third party providers, the Customer is responsible to ensure the timely and correct cooperation by such third party provider to enable Florbs to perform the Professional Services and subsequently deliver the SaaS Services.

5.10 With respect to Modifications performed by Florbs, business specific functionality and configurations are implemented under the responsibility of Customer and on the basis of its input and its active collaboration with Florbs in establishing what is required for the effective support of Customer’s business requirements.

5.11 Quality commitment Professional Services: Florbs will provide Professional Services in a professional and diligent manner.

5.12 In case deliverables created as the result of Professional Services contain manifest errors or shortcomings caused by a failure by Florbs to perform the Professional Services to the standard set out in this clause, and Customer reports this to Florbs within 90 days after the delivery of the relevant deliverable, Florbs will as sole remedy and without additional charge use its reasonable efforts to correct such error or shortcoming or alternatively offer Customer a proportional reduction in the fees charged for the relevant Professional Services.

6. PROFESSIONAL SERVICES - MODIFICATIONS

6.1 Modification: If Florbs agrees to make a Modification on request of a Customer which includes changes to the software code of a pre-existing standard SaaS Service, then such Modification will be implemented by Florbs in generally distributed standard updates of the SaaS Service for all its users.

6.2 Florbs decides in which update of the SaaS Service the Modification will be included, which may not be the first update released by Florbs after the Modification is agreed to be developed for Customer.

6.3 The update of the SaaS Service containing the enhancement is also covered by the Support Services procured by Customer for such SaaS Service under the same terms unless expressly otherwise agreed in the Order for the creation of such Modification.

6.4 License for Modifications: Customer will be granted a license for the changed software code for the Modification subject to the same license terms as are applicable to the SaaS Services.

6.5 Customer will not acquire any Intellectual Property Rights or rights to exclusivity in any SaaS Service, any Documentation or any Modification developed by Florbs or a third party engaged by Florbs, including those paid for, suggested or requested to be developed by Customer.

7. DATA PROTECTION (PRIVACY) COMMITMENTS

7.1 Commitment to comply to privacy laws: Each party will ensure compliance of its activities to the applicable privacy laws in using respectively providing the Services.

7.2 Where Florbs processes personal data for Customer while performing the Services, it will act as data processor under the direction and responsibility of Customer as controller in accordance with the General Data Protection Regulation (GDPR) and its implementation in Dutch law.

7.3 Florbs will only use Customer Data (including personal data embedded therein) for the purposes of providing the agreed Services in accordance with the agreed instructions of Customer with respect to such Services.

7.4 Customer will at all times ensure compliance with applicable data protection laws when using the Services and when instructing Florbs in providing the Services to Customer or sending Customer Data to Florbs for processing.

7.5 Security commitment: Florbs will secure the SaaS Services and the Customer Data stored and processed via the SaaS Services with appropriate technical and procedural measures as further identified in the Support SLA.

7.6 Customer is responsible to verify the level of security committed to be provided is appropriate for the Customer Data it from time to time wishes to process by means of the SaaS Service.

7.7 Upgrades of security measures to meet increased or changed requirements compared to those expressly agreed in the Order or the relevant Support SLA may be separately charged (provided no upgrade or change chargeable to Customer will be implemented without its express approval of the related costs).

7.8 Ultimate responsibility: With respect to applicable privacy and other laws Florbs may share prior experiences and perceived market practices in respect of the use of the SaaS Services, but this is done expressly without accepting any liability or responsibility with respect to the regulatory or legal aspects.

7.9 Florbs is not a legal advisor or law firm and the ultimate responsibility for ensuring compliance to applicable laws in using the SaaS Services (and in particular obtaining relevant consents from persons whose personal data may be used and processed by means of the Services by or on behalf of Customer) is and remains at all times with Customer.

7.10 For the avoidance of doubt, changes to the functionality of a SaaS Service as may be required by Customer to enable Customer to comply with applicable law (including privacy laws) is not included in agreed fees for Support Services, the agreed fees for Professional Services to develop Modifications or in the license fees for standard SaaS Services.

8. PRICE AND PAYMENT

8.1 Florbs will charge the customer a base platform fee and a fee per Active User.

8.2 Florbs automatically monitors the number of Active Users in Customer’s Google Workspace environment on a daily basis.

8.3 Maximum Concurrent Active Users: Customer may use the SaaS Services for the Maximum Concurrent Active Users as applicable to the Order for the term of that Order. If at any point in time the actual number of simultaneous Active Accounts in the Customer's Google Workspace domain exceeds the then current applicable Maximum Concurrent Active Users, then the Maximum Concurrent Active Users is automatically increased to the actual peak number of simultaneous Active Users. Such increase of the Maximum Concurrent Active Users is subsequently invoiced to Customer on the following basis: The increase of the allowed maximum number of Active Users is priced at the same price per Active User as applicable to the then current Order, but pro-rated for the remainder of the then current term of that Order. For example: if the Maximum Concurrent Active Users is increased after 3 months into a 12 month term, then the Customer is invoiced ¾ of the applicable yearly price per Active User multiplied by the number of Active Users with which the Maximum Concurrent Active Users is increased.

8.4 Taxes and costs: All prices of Florbs are, unless explicitly otherwise agreed, exclusive of turnover tax (VAT) and other taxes, levies or duties imposed by governmental authorities.

8.4 Pricing of Services is excluding applicable transportation, travel and accommodation costs.

8.5 These costs will be charged separately as incurred to provide the agreed Services unless explicitly otherwise agreed in the relevant Order.

8.6 SaaS Services fees: The fees payable are as set out in the Order and for price elements not specifically agreed in the Order, as set out in the Florbs price list.

8.7 Payment terms: Unless explicitly agreed otherwise in the relevant Order the following payment terms apply for the Services: The subscription fees for SaaS Services become payable monthly in advance from the date Florbs first provides access to the SaaS Services by making usernames and passwords available to Customer to start configuration and use of the Services.

8.8 Fees for Professional Services are payable in accordance with the payment schedule set out in the Order or in absence thereof, monthly in arrears on the basis of actual hours spent in the past month.

8.9 The Customer shall pay each invoice within thirty days after the invoice date.

8.10 The Customer shall not be entitled to set off any counterclaims or to suspend payment of an invoice.

8.11 Late payment consequences: In case of late payment, Florbs can charge the Customer the applicable Dutch statutory interest rate for trade agreements to the outstanding amount. Florbs may further suspend Services until full payment is received.

8.12 If after the Customer has been given written notice of non-payment by Florbs, the Customer persists in not paying the invoice, Florbs shall be entitled to engage third parties in obtaining payment from the Customer and charge the related costs to the Customer.

8.13 Pricing: For SaaS Services, the pricing in the Order is valid for the initial subscription term of the SaaS Services as specified in the Order, provided that Florbs may once per year increase the fees in accordance with the rise of the CPI (consumer price index as published by the Dutch Central Bureau of Statistics) over the past calendar year by giving 30 days prior written notice.

8.14 In case of renewal of the term of SaaS Services, the then current standard prices for the SaaS Services will be applicable to the SaaS Services as of the date of renewal.

9. LIMITATION OF LIABILITY

9.1 Liability limit direct damage: The total liability of Florbs under any Order for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total fees actually paid by Customer to Florbs during the previous full calendar year under the relevant Order (or if no Services were provided in the previous calendar year to Customer under the Order, the fees paid in the initial 12 months of the term of the relevant Order).

9.2 Exclusion liability indirect damage: Florbs shall not be liable towards Customer or towards third parties for any consequential or incidental damage, damage to data, lost turnover, lost profits, lost savings or damage to good name, whether such damages arise under a tort, contract or other claim, even if Florbs has been informed of the possibility of such damages.

9.3 Florbs cannot be held liable for unavailability of the SaaS Services caused by circumstances beyond its reasonable control, including but not limited to network outages, internet failures, hosting provider incidents, or any other Force Majeure events.

9.4 Florbs cannot be held liable for the unavailability of the SaaS Services or changes in the functionality of the SaaS Services caused by the unavailability of Google's APIs. The SaaS Services are fundamentally dependent on the Google Cloud ecosystem and Google APIs, which form the primary infrastructure and security layer of Florbs’ service. Consequently, any modifications, deprecations, or updates implemented by Google may have a direct and material impact on the functionality and availability of the SaaS Services. While Florbs will use commercial best efforts to adapt its services to these changes, it cannot be Excluded that certain features may be modified or may lapse entirely. In such events, the notice procedure in Clause 2.9 shall apply, provided that Florbs is not held to the 30-day period if the material impact results from a Google-driven change occurring without sufficient prior warning.

9.5 No limitation: The limitations mentioned in the preceding paragraphs of this clause shall not apply if and insofar as the damage or injury are the direct result of intentional misconduct or gross negligence of Florbs.

9.6 Employees and subcontractors: The provisions in this clause shall also apply for the benefit of the employees of Florbs and of the subcontractors and licensors utilized by Florbs in executing its obligations toward the Customer.

9.7 Third party claims: The Customer will indemnify and hold Florbs harmless from any third-party claims and related reasonable legal costs caused by or related to Customer’s use of the SaaS Services, expressly including but not limited to any claim from any third party caused by a violation of such third party’s rights or of applicable privacy or other laws by Customer in using the SaaS Services.

9.8 Florbs will indemnify Customer from any third party claims and related reasonable legal costs caused by the SaaS Services infringing any third party intellectual property rights, in accordance with clause 13 below.

10. TERMINATION

10.1 Term and renewal of SaaS Services: The right for Customer to use the SaaS Services is granted for the relevant subscription period as set out in the Order.

10.2 If no subscription period is specified in the Order, the initial subscription period is one year starting on the date the SaaS Services are first made available for configuration and use to Customer, after which the subscription is automatically renewed for additional one year periods until either party gives at least 60 days prior written notice of its desire not to renew the SaaS Services.

10.3 Term of Order for Professional Services: The applicable term of an Order with respect to Professional Services will be as agreed in each Order.

10.4 Orders for one-time activities will automatically terminate when all Professional Services agreed have been provided by Florbs and paid for by Customer.

10.5 Orders for recurring or on-going Professional Services will specify the initial and renewal terms and in absence of any explicit initial and renewal term, will be deemed to have been agreed for an initial term of one year with subsequent renewals for additional one-year terms until either party gives at least 60 days prior written notice of its intent not to renew the Professional Services for an additional one-year term.

10.6 Termination rights, both parties: A party may terminate an Order by giving written notice to the other party in the following circumstances:

• if the other party violates an obligation under an Order and does not remedy such violation within a reasonable period of at least 30 days set by the other party in a written notice of default sent by registered mail to the defaulting party;

• or if the other party is declared bankrupt or a receiver is appointed to administer its assets or otherwise becomes unable to satisfy its debts when due.

10.7 SaaS Services Discontinuation: Florbs may early terminate the then current term of a subscription for SaaS Services and the related Orders in case Florbs decides to end support for the relevant type or version of SaaS Service for all its customers. Florbs will in such case use its reasonable effort to provide at least 6 months prior notice of such termination.Florbs will in such case refund any prepaid fees for the SaaS Services for the period after the date of actual termination of the SaaS Services. Where possible Florbs will offer a migration path for Customer to alternative SaaS Services replacing the terminated SaaS Services which Customer will be free to accept or reject.

10.8 Consequences of termination: Upon termination or expiration (for whatever reason) of an Order all amounts owed under such Order shall immediately become fully due to be paid, including for SaaS Services subscription fees that would have become due for the remainder of the agreed initial term of the subscription period for the SaaS Services.

10.9 No refunds are provided for prepaid amounts for Services, except in case the Order was justly terminated by the Customer for an uncured default of Florbs or where Florbs early terminates pre-paid SaaS Services as per clause 10.4 above.

11. IP RIGHTS

11.1 Ownership SaaS Services: All Intellectual Property Rights in or related to the SaaS Services, including all its components such as the underlying software, the data made available via the SaaS Services, the embedded knowhow, images, texts, process flows and algorithms, and any Modifications to the SaaS Services (including those suggested or requested to be made by Customer but excluding any Customer Data) are and will remain to be fully and wholly owned by Florbs and its licensors.

11.2 Ownership Customer Data: All data which Customer uploads in the SaaS Services or sends to the SaaS Services or gathers from its relations via the SaaS Services, expressly including, but not limited to messages texts, Customer logo’s, Customer house style elements, Customer data points uploaded to the SaaS Services, are considered “Customer Data” and are and will remain to be fully and wholly owned by Customer and its licensors.

11.3 Florbs will not use the Customer Data for any other purpose then to provide the Services to Customer, to manage maintain and improve the Services and to comply with applicable laws.

11.4 Ownership Florbs Data: Customer Data expressly does not include Florbs Data.

11.5 All Florbs Data is licensed for use by the Customer only as part of the licensed use of the SaaS Services and subject to the license terms applicable to the SaaS Services and (if applicable) the specific additional license terms applicable to the use of the relevant Florbs Data.

11.6 Where Florbs Data is mixed with, based on or linked to Customer Data, then this will not affect the rights of either Party with respect to its data (so Florbs does not get as a result any ownership or usage rights in such linked or mixed Customer Data and Customer does not get any ownership or usage rights in the Florbs data as the result thereof).

12. IP INDEMNITY

12.1 IP indemnity commitment: As far as Florbs is aware, the Services do not infringe upon any third party Intellectual Property Rights when used in accordance with the applicable terms.

12.2 Florbs shall, as sole and exclusive remedy, defend the Customer at its expense against any claim from a third party that the use of the Florbs Services by the Customer infringes any third party's Intellectual Property Rights (IP Claim).

12.3 Conditions for IP indemnity: Florbs shall pay all costs, damages and attorney's fees that a court finally awards as a result of an IP Claim or make all payments related to a settlement agreed by Florbs with such third party concerning the IP Claim, provided that:

• Such IP Claim is not in any way caused by any Customer Data or any act or omission of Customer;

• Customer promptly notifies Florbs in writing of such IP Claim; and

• allows Florbs to control, and fully cooperates with Florbs in, the defence against, such IP Claim and any related settlement negotiations.

12.4 Resolving infringement: If an IP Claim is made or in the reasonable opinion of Florbs is likely to be made then, at Florbs's option:

• Florbs will procure a license from the holder of the relevant Intellectual Property Rights to enable the Customer to continue to use the Services;

• or Florbs will replace the relevant part to the Services with a modified version thereof, which does not infringe the third party Intellectual Property Rights;

• or Florbs may terminate the relevant Order against a proportional repayment of the fees pre-paid by the Customer for unused portions of the Services.

12.5 The foregoing obligations in this Section 12 represent the sole and exclusive liability of Florbs, and the Customer’s sole and exclusive remedy, for any actual or alleged infringement of any Intellectual Property Rights by the Services, Software, or any part thereof

13. CONFIDENTIALITY

13.1 Confidentiality commitment: Each party (Recipient) undertakes to the other party (the Disclosing Party) to treat as confidential all information in any medium or format (whether marked "confidential" or not) which the Recipient receives from the Disclosing Party either directly or indirectly which concerns the business, operations, software or customers of the Disclosing Party and which can reasonably be deemed to be of a confidential nature (Confidential Information).

13.2 The contents of the Order and all agreements entered into by Florbs with the Customer with respect to the supply of Services by Florbs are considered Confidential Information.

13.3 Usage restriction: The Recipient may only use the Confidential Information for the purposes of performing the activities set out in the Order.

13.4 The Recipient may only provide its employees, directors, subcontractors and professional advisers (Permitted Users) with access to the Confidential Information on a strict "need-to-know" basis for this purpose.

13.5 The Recipient shall ensure that each of its Permitted Users is bound to hold all Confidential Information in confidence.

13.6 Where a Permitted User is not an employee or director of the Recipient (and is not under a professional duty to protect confidentiality) the Recipient shall ensure that the Permitted User shall enter into a written confidentiality undertaking with the Recipient on substantially equivalent terms to this clause.

13.7 Exclusions: This clause 13, shall not apply to any information which:

• is in or subsequently enters the public domain other than as a result of a breach of this clause 13;

• has been or is subsequently received by the Recipient from a third party which is under no confidentiality obligation in respect of that information;

• or is required to be disclosed to any competent governmental or regulatory authority.

14. MARKETING AND REFERENCES

14.1 Florbs is entitled to use Customer’s (trade) name and logo as a reference on Supplier’s website and in Supplier’s marketing materials, unless Customer objects to such use in writing.

14.2 Florbs shall only publish customer quotes, testimonials or case studies relating to Customer with Customer’s prior written consent.

14.3 For the avoidance of doubt, the existence of the Order shall not be considered Confidential Information insofar as necessary to enable Florbs to exercise its rights under this clause. The contents of the Order and any other agreements entered into by Florbs with the Customer with respect to the supply of Services by Florbsshall at all times remain Confidential Information.

15. FORCE MAJEURE

15.1 If the performance of the Services by Florbs is prevented, delayed, restricted or interfered with by causes beyond Florbs’s reasonable control (“Force Majeure”), Florbs is not liable if (i) it promptly notifies Customer of the Force Majeure event and its expected duration, and (ii) uses reasonable endeavors to minimize the effects of that event.

15.2 Force Majeure may include, but is not limited to, fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, national emergencies, insurrections, riots or wars, strikes, power failures, pandemics and other circumstances that are beyond Florbs’s control.

15.3 If, due to Force Majeure, Florbs is unable to perform the Services or is delayed in or prevented from performing the Services for a continuous period of more than 90 days, Customer may terminate the Agreement on notice. Otherwise, the Agreement shall continue in full force and effect.

16. COMPLAINTS

16.1 If Customer believes that Florbs fails in the performance of the Services, Customer must file a complaint within 14 days after discovery of the shortcomings in writing. After those 14 days, the right to file a complaint expires and Florbs is not obliged to take the complaint into consideration anymore. The complaint must be sent to support@florbs.io.

16.2 Florbs will respond to the complaint as soon as possible, but no later than 14 days after having received it. If it is not yet possible for Florbs to formulate a substantive reaction within 14 days, it will confirm receipt of the complaint and give an indication of a reasonable term within which it expects to give a substantive reaction to the complaint.

16.3 The complaint must contain a detailed description of the shortcomings, so Florbs is able to assess the complaint on its correctness adequately.

16.4 If the complaint is grounded, Customer must give Flors a reasonable amount of time to resolve the complaint. Florbs will try to give an estimate of what is considered a reasonable amount of time regarding this complaint.

16.5 Filing a complaint doesn’t give Customer the right to suspend or cancel payments and/or other obligations arising out of or in connection with the Order.

17. CHANGES TO THE TERMS OF SERVICE

17.1 Florbs may amend or update these Terms of Service from time to time.

17.2 Florbs will notify Customer of any changes to these Terms of Service by:

1. sending an email to the registered contact address of Customer, and/or

2. making the updated Terms of Service available through the SaaS Services or on Florbs’ website, indicating the effective date of the updated Terms of Service.

17.3 In the event of changes that have a reasonably foreseeable material adverse impact on Customer’s rights or obligations under these Terms of Service, Florbs will, where reasonably possible, provide at least thirty (30) days’ prior notice before such changes take effect.

17.4 If Customer objects to a material amendment, Customer shall notify Florbs in writing within thirty (30) days after notification of the amendment, specifying the grounds for such objection. Following such notification, Florbs shall be entitled to consult with Customer and shall use commercially reasonable efforts to mitigate the adverse impact of the amendment, where feasible.

17.5 Customer shall only be entitled to terminate the applicable Order if:

1. Florbs has not been able to adequately mitigate the material adverse impact within a reasonable period after consultation; and

2. the amendment continues to materially and adversely affect Customer’s ability to use the Services as expressly agreed in the applicable Order.

17.6 Continued use of the Services by Customer after the effective date of the amended Terms of Service shall constitute acceptance of the updated Terms of Service.

18. MISCELLANEOUS

18.1 Rejection of third party purchasing terms: The applicability of the Customer's purchasing or other general terms and conditions is expressly rejected.

18.2 If the Customer accepts an Offer or requested an offer with reference to additional or deviating terms or conditions of Customer (such as purchasing terms of the Customer), then such deviating or additional terms shall not apply between the parties unless these are explicitly accepted in a written statement issued and signed by an authorized representative of Florbs.

18.3 In any case the terms of the Offer itself, including these general terms and conditions, shall take precedence over any deviating terms and conditions of the Customer.

18.4 Non-poaching of employees: neither party will, unless agreed otherwise between Parties, during the term of an Order and up to a year after the end of such term directly or indirectly employ, hire or procure services from any employee or freelancer hired by the other party which was during the term of such Order involved for the other party in providing the SaaS Services or using the SaaS Services.

18.5 Violation of this clause will entitle the other party to claim liquidated damages the higher of 50.000 euro or a year’s salary (or other yearly total compensation) of the relevant individual, without limiting the right to claim specific performance.

18.6 Verification: During the term of the Order and for a period of one (1) year thereafter, upon Florbs’s written request, Florbs and/or Florbs’s licensors of Third party Tools used by Customer will be provided reasonable access during Customer’s normal business hours to examine the Customer’s records and computer equipment that are related to Customer’s use of the SaaS Services for the purpose of verifying the Customer’s compliance to the agreed license terms. Any such verification will be conducted in a manner so as to not unreasonably interfere with Customer’s business operations; and any information received as a result of such verification will be kept confidential by Florbs and the auditor except as may be necessary for Florbs and its licensor’s to enforce their rights.

18.7 Applicable law: These terms and conditions and all agreements to which they apply shall be governed by the laws of the Netherlands.

18.8 Dispute resolution: All disputes arising in connection these terms or any agreement they are applicable to, shall be submitted to the exclusive jurisdiction of the competent courts of Utrecht the Netherlands.

18.9 Settlement commitment: No legal proceedings shall be started, except if for immediate injunctive relief, until after the party which wishes to start such legal proceedings has in good faith attempted to settle the dispute out of court.