Terms of service
Now for the boring (but equally important) bits! Here you can find the finer details of what it means to be a Flowerfox florist and customer.
This Agreement is Between:
A.Flowerfox Australia Pty Limited (ACN 609 254 408), of 119b Burniston Street, Scarborough, Perth Western Australia, 6019, ('Flowerfox', which includes its related companies and assignees, also referred to as 'Us', 'Our' and 'We'.
B.Company/Business Name (ABN/ACN/ARBN) of ADDRESS, ('Florist' also referred to as 'You' and 'Your')
The Parties hereby agree as follows:
A.1The following terms shall be defined for use within these Terms and Conditions as follows, in addition to any terms defined within the body of the Terms and Conditions:
(i)User, means any user of the Site including Florists, Customers or a Casual visitor to the Site.
(ii) Customer means a purchaser by means of the Site of Goods from Florists
(iii) Florist(s) means suppliers by means of the Site of Goods to Customers
(iv) Goods means flower arrangements and a limited range of related items approved by Flowerfox for sale to Customers
(v) Intellectual Property Rights means means as defined in Art2(viii) of the Convention Establishing the World Intellectual Property Organisation, being literary, artistic and scientific works, performances of performing artists, phonograms, and broadcasts inventions in all fields of human endeavour, scientific discoveries, industrial designs, trade marks, services and commercial names and designations and protection against unfair competition
1.1 Flowerfox owns and operates a website at the URL https://www.flowerfox.com.au, ('the Site').
1.2 These terms and conditions apply to the Flowerfox.com.au website, (“Site”), any social media pages (Including Facebook, Instagram, Twitter in the name of Flowerfox or the Florist), and any other services offered via Flowerfox, (collectively referred to as 'Flowerfox Services') . This agreement sets forth the legally binding terms and conditions for your use of Flowerfox Services.
2.2 Different sections of the Agreement may affect Users differently depending upon their use of the Site so please make sure to review this Agreement carefully.
2.3 Flowerfox may amend the Agreement from time to time and upon any such amendments it shall forward notification to any email provided by Users for notification and communication and the amendments to the Agreement shall be viewable on the Site. The continued use of the Site by Users shall be deemed acceptance of such variation. If You do not wish to accept a variation to the Agreement you must advise Flowerfox by email to email@example.com upon which all services shall be terminated. Any casual visitor may simply leave the site any time.
3. Flowerfox Services:
3.1 Flowerfox provides a venue where Florists can create listings to sell their Goods within a fixed-price format via the Site and Customers who visit or utilise the Site can learn about Florists’ listings and make purchases from Florists.
3.2 The Site through its payment gateway facilitates the financial transaction however the sale of Goods is entirely between the Florist and the Customer. Flowerfox is not directly involved in or otherwise a party to any sale of Goods that may take place between Florists and Customers.
3.3 Flowerfox has no control over the quality, safety, or otherwise of any aspect of the Florist’s listings, or Goods, or any descriptions of Goods or claims made by Florists about the products or services they offer, the truth or accuracy of the listings created by Florists, the ability of Florists to sell the items or the ability of Customers to pay for the items. Flowerfox does not conduct background checks regarding any Users of the Site and our verification process for Florists is limited. Flowerfox is not a broker, agent or insurer for any Users of the Site, whether they be Florists or Customers. Flowerfox makes no representations, warranties or guarantees regarding any content or information provided by the Florists. Customers and Florists can communicate directly through the tools available through the Site.
3.4 Users acknowledge and agree that the Site is solely a venue and has no responsibility or liability for any content, for example, data, text, information, user names, graphics, images, photographs, profiles, audio, video, items, and links posted by Florists, other Users, or outside parties on the Site. Your use of the Site is solely at your own risk.
4. Users Membership Eligibility
Registration for membership is available to Users at the Site is subject to the following additional terms and conditions are applicable to all Users who sign on as members:
4.1 Age: Membership is available only to Florists and Customers who are 18 years of age and older, which includes persons acting for and on behalf of corporate entities, and who can form legally binding contracts under applicable law. By registering with the Site, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. We may, in our sole discretion, refuse to offer access to or use of the Site to any person or entity and change the eligibility criteria at any time. This foregoing is void where prohibited by law and the right to access is revoked in such jurisdictions.
4.2 Authority: If are registering as a business entity, you personally guarantee that you have the authority to bind the entity you are acting on behalf of to this Agreement. Flowerfox will terminate any registration not authorised upon receipt of sufficient proof.
4.3 Password: Members must keep their password secure. members are fully responsible for all activity, liability and damage resulting from their failure to maintain password confidentiality. Members agree to immediately notify Flowerfox of any unauthorised use of their password or any breach of security. Members agree that we cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your user name and password information in combination to any other party other than Flowerfox without our express written permission.
4.4 Account Information: Members must keep their account information, including a valid email address, up-to-date and accurate at all times. To sell or purchase items on Flowerfox you must provide and maintain valid payment information.
4.5 Account Transfer: The access rights granted to members under this Agreement are non-transferable without Our express written permission. Members may not assign or otherwise transfer this Agreement to anyone, including any parent company, subsidiaries, affiliated entities or third parties, without our prior written consent, which may be withheld in our absolute discretion, but shall not be unreasonably withheld . Any attempted assignment or other transfer without such consent shall be void, and any such attempt shall be deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement are freely assignable by Flowerfox. As used herein, the terms “assignment” and “transfer” shall include (a) any sale or transfer of all or substantially all assets, or shares (b) a merger, consolidation or reorganisation, and (c) a change in ownership.
4.6 Right to Refuse Service: We reserve the right, in our absolute discretion, to cancel unconfirmed or inactive member's accounts.
4.7 Compliance: Members agree to comply with all local and Internationally applicable laws regarding online conduct and acceptable content and continue to be bound by the terms of this Agreement.
5. Florists Membership and Eligibility
Florists Registration at the Site is subject to the following additional terms and conditions, that do not apply to Customers or casual visitors to the Site:
5.1 Florist Legal Obligations - If Florists would like to register as a Florist member, Florists must be an authorised seller of floral arrangements and related goods in the jurisdiction where your business operates and in compliance with any local laws or regulations. Where applicable, each Florist is solely responsible for obtaining all permits, licenses or other permissions required to offer goods through the Site. Flowerfox assumes no responsibility for any Florist’s failure to obtain such permits, licenses or permissions or otherwise comply with applicable laws and regulations.
5.2 Single Account Restriction - Only one membership account per Florist is permitted.
5.3 Storefronts - We will issue Florists who properly register through the Site with an individualised florist web page (www.flowerfox.com.au/FLORISTNAME) to display and sell their flower arrangements, ('Storefront'). The Site aggregates and exhibits Goods from all Florists’ Storefronts. Your permit Flowerfox to incorporate into Your Storefront the Florist’s Facebook and any other third party website and mobile sites affiliated with or served by Flowerfox. We will host the Storefronts by providing a server to store the data relating to the Storefronts, maintain Your content of the Storefronts, and facilitate via Flowerfox's payment gateway the orders placed by buyers through the Storefronts to the Florists. Additionally, we will provide ongoing hosting, maintenance, updates and marketing of the Site and Storefronts.
5.4 Fees: Joining and setting up a Storefront on Flowerfox is free for registered Florists. Florists are charged a twenty percent (20%) commission fee based on the total dollar amount of the order received via Flowerfox (either directly or through affiliated third party web and mobile sites), excluding GST and the Delivery Fee. We may, at our sole discretion, change some or all of Flowerfox's Services at any time. In the event we introduce a new service , the fees or commission for that service are effective at the launch of such service and You consent and agree to such fees or commission upon taking up such service. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD).
5.5 Taxes: All Florists must have an ABN and be registered for GST. Goods and Services Tax are applicable to any taxable supply under this Agreement in the amounts payable to the respective recipients.
5.6 Payments: Settled transactions are handles by our payment gateway. Customer payments are received by our payment gateway and will be debited to your account balance via direct deposit or via a Paypal account depending upon the details provided by You upon registration. Remittance of payment to You will be made within a reasonable time after the order has been processed and the Customer’s credit card has been authorised. In no event shall the payment time exceed thirty-one (31) days from the end of the month in which the order was delivered and the buyer’s credit card has been authorised. Flowerfox reserves the right to withhold, reverse or otherwise refuse payments to Florists for any unfulfilled or returned customer transactions, including, without limitation, refunds due to non-delivery by a Florist, Customer rejections for breaches of Consumer Law with respect to description of Goods, fitness for purpose or suitable quality, non-payment due to customer fraud, charge back or contested charges. Where a Customer complaint or dispute is dealt with by a relevant state or federal dispute resolution body, Tribunal or Court Flowerfox will abide by the determination pending determination monies may be held with the payment gateway for a period in excess of 30 days.
5.7 Listing Description: By listing Goods on Flowerfox Florists warrant all aspects of the Goods comply with this Agreement. Florists also warrant that they may legally sell the item. Florists must accurately describe Goods for sale and all terms of sale in its Storefront. Florist’s listings may only include text descriptions, graphics, pictures and other content applicable to the sale of that Good. All Goods must be categorised and tagged accordingly. Each unique Good must have its own listing. Florists may not misrepresent the item's location, or use another user's account without permission.
5.8 Binding Sale: All sales are binding. The Florist is obligated to deliver the order or otherwise complete the transaction with the Customer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the Customer's payment is not accepted by the payment gateway, or (b) the Customer’s identity cannot be authenticated. (c) the recipient or address for delivery cannot be authenticated. The Customer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance. In the event that an order is received that you are unable to deliver, you are responsible for promptly notifying Flowerfox so that the order can be forwarded to another Florist to fulfill or so that the order can be cancelled and refunded to the Customer in a timely manner.
5.9 Responsibilities: Notwithstanding anything to the contrary herein, Florists are solely responsible for all orders placed through its Storefront, whether such orders are lost, unprocessed, mishandled or otherwise. Florists remain solely responsible even if such failure to fulfill the order is a result of not checking notifications sent to the Florist via Flowerfox. Florists are also solely responsible for informing the Customer of any lost, unprocessed or mishandled orders, and for all other Customer relationship matters relating to orders processed through the Florist’s Storefront. Flowerfox is not responsible in any way whatsoever for the foregoing matters. In the event that You are unable to resolve an issue with a Customer relating to an order You must notify Flowerfox. Flowerfox is under no obligation to seek to resolve any dispute and may refer the Customer to their rights under Consumer Law.
5.10 Photos - All photos on the Site must be Florists' own photographs taken of their products and high quality. Stock photograph images are not permitted. Photos should accurately represent the flowers that Florists are selling. You warrant to Flowerfox that you have all necessary rights in the copyright in the Photos to use them on the Site and that those rights are free of any claims. Flowerfox reserves the right to ask you to remove photos if they are not in line with the style of the site or are of low quality or subject to receipt by Flowerfox of a valid copyright claim. Please refer to the Photography Guidelines in the Flowerfox Code of Conduct. Photos provided by Florists are User Content and subject to the User Content provisions of this Agreement.
5.11 Up to date content - Florists are responsible for uploading and maintaining an accurate catalogue of their own Goods on the site. We ask that You regularly review your Goods and catalogue and ensure they are up to date, seasonal and available for sale. Please hide any Goods that are currently unavailable.
5.12 Product type - While we encourage the majority of Your Goods to be fresh cut flowers, we do, subject to prior written consent not unreasonably withheld, allow you to include plants and gift-ware Goods on our Site.
5.13 Value for money - what you see is what you get on Flowerfox. Customers must receive their order and be confident that they have received what they have paid for in terms of, the Goods describe or represented by You, the fitness and suitability of the Goods for purpose, the quality and the value of the flowers or other Goods in the order. In order to ensure that all Customers are happy with their purchase, Flowerfox Florists must send a photo of each arrangement to the Customer before delivery. If Flowerfox receives a complaint from a Customer that a photograph is false or misleading, Flowerfox has the right to determine if the Customer is eligible for a full refund and Flowerfox shall have the right to terminate your account. Any refund paid by Flowerfox shall be fully recoverable from You.
5.14 Delivery - The Flowerfox delivery cost is a flat fee of $10. When setting up Your store, You should only enter the suburbs or postcodes that You are willing to deliver to for $10. This enables Us to ensure that local Florists are the ones receiving the orders. You must also indicate the cut-off time for same day delivery as well as your store opening hours. The delivery cost may be amended at Flowerfox's discretion taking into consideration maintaining that local Florists are the ones receiving the orders without the cost being onerous. ("Delivery Fee"). If Flowerfox receives a complaint from a Customer that a delivery time is missed or incorrect, Flowerfox has the right to determine if the Customer is eligible for a full refund. Any refund paid by Flowerfox shall be fully recoverable from You.
5.15 Substitution - We know that sometimes You might have to substitute flowers and Customers are aware of this through our Substitution Policy. If You do need to make any substitutions, You must contact the Customer directly and discuss options with them. You must hide products from your listings on the Site if you are unable to fulfill the order. We want to ensure that We Customer’s expectations are met to ensure Customer service excellence.
5.16 Flowerfox Promotion - We will from time to time provide in store promotional material. It is not mandatory to display this however we ask that you do so in order to support the Flowerfox brand and campaigns. We will provide a small Flowerfox card that should be sent with every order. This is a mandatory requirement.
5.17 Flowerfox Generated Content: As part of its services to Florists, Flowerfox (either directly or through one of its authorised contractors) may create or otherwise generate images of certain products offered by Florists (hereafter, “Flowerfox Generated Content”) which may then be utilised to advertise or sell the respective Florist’s products through their Storefronts only. By availing themselves of this service, Florists acknowledge and agree that Flowerfox owns any and all rights to use, publish, and copyright Flowerfox Generated Content in any and all media, now or hereafter known. Florists further release to Flowerfox all rights to exhibit this Flowerfox Generated Content (even if it includes or otherwise encompasses any work that Florist may claim copyright upon) in any and all media, now or hereafter known, publicly or privately. Florists further acknowledge and agree that they have no right, title, or interest in or to any of the Flowerfox Generated Content and hereby release and hold harmless Flowerfox and its successors and assigns from any damages or liability relating to or arising from any use of or modification or alteration to any of the Flowerfox Generated Content; and hereby waive any claims they may have based on any use of the Flowerfox Generated Content or works derived therefrom. Florists further acknowledge and understand that, in the event Florists’ account with Flowerfox is terminated (for any reason and whether by Flowerfox or the subject Florist), Florists shall have no right to use any Flowerfox Generated Content, absent the express, written content of Flowerfox, and must promptly remove any Flowerfox Generated Content from any materials their publish or distribution in any forum (online or otherwise.)
5.18 Florists hereby further grant to Flowerfox the right to promote the services provided to Florists in Flowerfox press kits, press releases, and any other promotional materials related to Flowerfox. Florists acknowledge Flowerfox as the creator and provider of the Site. Unless provided otherwise in a separate written agreement between the Florist and Flowerfox, Florists acknowledge and agree that each of them are solely responsible for protecting and enforcing any rights the Florist may have to any User Content that is submitted, posted, transmitted or displayed on, or through the Site and that Flowerfox has no obligation to protect or enforce those rights on the Florist’s behalf.
5.18 Social media - Flowerfox may from time to time share your posts or mention you on social media. It is not mandatory to respond however we encourage active support on social media as it will benefit both of our brands. Florists must not engage in social media activity that negatively affects the Flowerfox brand.
5.19 Code of Conduct - Florists who do not follow the Code of Conduct will be removed from Flowerfox via the removal of their account with no written warning.
6. Prohibited, Questionable and Infringing Items and Activities by All Users
6.1 Each user is solely responsible for his/her/its conduct and activities on and regarding to the Site and any and all data, text, information, user names, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that the user submits, posts, and displays on the Site. Furthermore, Florists may not list any item on the Site (or consummate any transaction that was initiated using the Site) that, by paying to Flowerfox the final value fee, could cause Flowerfox to violate any applicable law, statute, ordinance or regulation, or that violates this Agreement.
6.2 Restricted Activities: Users Content and use of the Site shall not:
(i) Be false, inaccurate or misleading
(ii) Be fraudulent or involve the sale of illegal, counterfeit or stolen items.
(iii) Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
(iv) Violate this Agreement, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
(v) Contain items that have been identified by the Product Safety Australia as hazardous to consumers and therefore subject to a recall.
(vi) Be defamatory, discriminatory, trade libellous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including our staff or other Users), or falsely state or otherwise misrepresent your affiliation with any person through, for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.
(vii) Be in breach of criminal and/or classification laws in Australia and worldwide with respect to pornographic and/or offensive content .
(viii) Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
(ix) Host images not part of a listing.
(x) Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Flowerfox.
(xi) Appear to create liability for Flowerfox or cause Flowerfox to lose (in whole or in part) the services of Flowerfox's ISPs or other suppliers.
(xii) Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited by Law or under this Agreement,
(xiii) Use the Site to collect orders for any other business to fulfil.
(xiv) Reproduce, duplicate, copy, sell, trade or resell any of the services within the Site for any purpose.
(xv) Engage in activity that interferes with or disrupt the Site (or the servers and networks which are connected to the Site).
6.3 Notwithstanding anything to the contrary herein, Flowerfox reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Site.
6.4 Flowerfox shall not be responsible in any way for any fraudulent payment or credit information provided by any third parties using a Customer's credit card without the Customer's authorisation.
7. Content, Material & Licenses
7.1 Site Content: Flowerfox owns all legal right, title and interest in and to the Site, including any Intellectual Property Rights which subsist in the Site, whether those rights happen to be registered or not, and wherever those rights may exist. Unless you have agreed otherwise in writing with Flowerfox, nothing in this Agreement gives you a right to use any of Flowerfox’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features.
7.2 Trademarks: Flowerfox, and other Flowerfox graphics, logos, designs, page headers, button icons, scripts, and service names are either registered trademarks or common law trademarks of Flowerfox in Australia. Flowerfox's trademarks may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
7.4 Users are solely responsible to ensure the User Content posted is of their own images, copyright and intellectual property or that the Users have the express written consent to use such User Content.
7.5 Users confirm and warrant to Flowerfox that they have all the rights, power and authority necessary to grant the above licenses to User Content.
7.6 Re-Posting Content: By posting User Content on Flowerfox.com.au, it is possible for an outside website or a third party may re-post that User Content. Users agree to indemnify and hold Flowerfox harmless for any dispute, claims or causes that may arise from any such action.
7.7 We consider any unsolicited suggestions, ideas, proposals or other material submitted to Flowerfox by Users (other than the User Content and the tangible items sold on Flowerfox by users) (collectively, the "Material") to be non-confidential and non-proprietary, and Flowerfox shall not be liable for the disclosure or use of such Material. If, at Flowerfox’s request, any member sends Material to improve the Site (for example through the forums or to customer support), Flowerfox will also consider that Material to be non-confidential and non-proprietary and Flowerfox will not be liable for use or disclosure of the Material. Any communication by users to Flowerfox is subject to this Agreement. Users hereby grant and agree to grant to Flowerfox, under all of such user’s rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub licensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to the user and without further recourse by the user.
8. Personal Information
9. Information Control
9.1 Flowerfox has limited control of the User Content provided by users and that is made available on the Site. You may find some User Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with under-age persons or people acting under false pretence.
9.2 Additionally, there may also be risks of dealing with international trade and foreign nationals. By using the Site, users agree to accept such risks and that Flowerfox and its officers, directors, agents, subsidiaries, joint ventures, employees, suppliers, licensors and representatives (collectively, Flowerfox’s “Affiliates”), are not responsible for any and all acts or omissions of Users on the Site. Please use caution, common sense, and practice safe buying and selling when using the Site.
10.1 Flowerfox is not responsible for the availability of outside websites or resources linked to or referenced on the Site. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Users agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
11. Resolution of Disputes and Release
11.1 In the event a dispute arises between a User and Flowerfox, the User should contact Flowerfox at firstname.lastname@example.org to assess the possibility of informal resolution.
11.2 Barring such informal resolution, any dispute arising from or relating to the subject matter of this Agreement or a User’s use of the Site or relationship with Flowerfox the matter may be resolved under Consumer Law through mediation with the Western Australian Department of Commerce Consumer Complaint process.
11.3 Should a dispute arise between Users of the Site, or an outside party, you release Flowerfox and its Affiliates from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
11.4 Flowerfox, for the benefit of Users, may elect to assist Users resolve disputes, however, Flowerfox do so in its sole and exclusive discretion, and Flowerfox undertakes no formal obligation to resolve disputes between Users or between Users and outside parties. To the extent that Flowerfox attempts to resolve such disputes, Flowerfox does so in good faith and based solely on its policies. Flowerfox will not make judgements regarding legal issues or claims.
12. Access and Interference
12.1 The Site may contain robot exclusion headers which contain internal rules for software usage. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to Flowerfox by the Site’s users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose whatsoever, except to the extent expressly permitted by and in compliance with this Agreement or otherwise without our prior express written permission. Additionally, you agree that you will not:
(i) Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Flowerfox’s infrastructure
(ii) Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out in this
Agreement from the Site except to the extent expressly permitted by and in compliance with this Agreement or otherwise without the prior express written permission of Flowerfox and the appropriate third party, as applicable.
(iii) Interfere or attempt to interfere with the proper working of the Site or any activities conducted thereon.
(iv) Bypass the Site’s robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
13.1 Without limiting any other remedies, Flowerfox may, without notice, and without refunding any fees, delay or immediately remove Content, issue a warning to a User, temporarily suspend a User, temporarily or indefinitely suspend a User's account privileges, terminate a User's account, prohibit access to Flowerfox, and take technical and legal steps to keep a User off Flowerfox and refuse to provide services to a User if, not intended to be an exclusive list, if any of the following apply:
(i) We reasonably suspect (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a User has breached this Agreement.
(ii) We are unable to verify or authenticate any of the User’s personal information or Content.
(iii) We believe that a User is acting inconsistently with the letter or spirit of Flowerfox's policies, has engaged in improper or fraudulent activity in connection with the Site or the actions may cause legal liability or financial loss to Flowerfox's Users or to Flowerfox itself.
15. No Warranty re Site Use
15.1 Flowerfox and its affiliates provide the site "as is" and without any warranty or condition, express, implied or statutory. you expressly understand and agree that your use of the site is at your sole risk and that Flowerfox and its affiliates do not represent or warrant to you that:
(i) your use of the site will meet your requirements;
(ii) your use of the site will be uninterrupted, timely, secure or free from error;
(iii) any information obtained by you as a result of your use of the site will be accurate or reliable
(iv) that defects in the operation or functionality of any software provided to you as a part of the site will be corrected.
(v) any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
(vi) any loss or damage which may be incurred by you, including, but not limited to, loss or damage as a result of
(a) any changes which we may make to the site, or for any permanent or temporary cessation in providing the site (or any services offered through or features within the site)
(b) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the site,
(c)your failure to provide Flowerfox with accurate account information,
(d) your failure to keep your password or account details secure and confidential,
(e) your use or misuse of the site,
(f) errors, defects, delays in operation or transmission, and/or
(g) hyperlinks to web sites or content or resources provided by companies or persons other than Flowerfox these foregoing limitations on our liability shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
15.2 Flowerfox does not guarantee continuous, uninterrupted access to the Site. Although Flowerfox attempts to maintain the integrity and accuracy of the information on the Site, we make no guarantees as to its correctness, completeness, or accuracy. The Site may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorised additions, deletions, or alterations could be made to the Site by other users or third parties without Flowerfox’s knowledge. If you believe that information found on the Site is inaccurate or unauthorised, please inform Flowerfox by e-mailing us at email@example.com.
You agree to indemnify and hold Flowerfox and its affiliates, harmless from and against all damages, costs (including, without limitation, settlement costs), losses, expenses, (including without limitation, reasonable legal fees) and liabilities relating to any claim or demand asserted by any party against Flowerfox and/or its affiliates arising from or related to your activities or conduct on or through the site.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
18. Entire Agreement
You have not relied upon any representation of Flowerfox or any third party to enter into this Agreement and you have been advised hereby that if there is any provision you do not understand to seek independent legal and commercial advice as to the terms and effects obligations and liabilities under this Agreement. This Agreement is complete and constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior oral or written understandings.
19. No Employment or Agency
Flowerfox is not an employment service and does not serve as an employer of any user (Florist, Customer or otherwise). Flowerfox is not liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, superannuation or payroll withholding tax in connection with any use of the Site. By using the Site, users understand and agree that, if Flowerfox is found to be liable for any tax or withholding tax in connection with your use of the Site, then you will immediately reimburse and pay to Flowerfox an equivalent amount, including any interest or penalties thereon.
20. No Agency Relationship
No brokerage, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. Without limiting the foregoing, except as expressly set forth herein, Flowerfox is not acting and does not act as an agent for any Florist, Customer or any other user or visitor of the Site.
21. Flowerfox Service
Flowerfox reserves the right to modify, limit, suspend or terminate any and all services offered on or through the Site (or any feature thereof) for any reason, without notice, at any time. Flowerfox reserves the right to alter this Agreement or other Flowerfox policies at any time.
22. Amendments Notify in writing and view website
Flowerfox may amend this Agreement at any time, and from time to time, in our sole and absolute discretion, and will notify Florists of such amendment. Users should regularly review this Agreement as posted on the Site on this page to check for amendments. You understand and agree that if you use the Site after the date on which these amendments have been applied to the Agreement, Flowerfox will treat your continued use of the Site as acceptance of the updated terms. You may not amend this Agreement at any time without our prior written consent.
23. No Waiver
23.1 You agree that if Flowerfox does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), it shall not constitute a waiver of Flowerfox’s rights, and as such, those rights or remedies will still be available to Flowerfox. Nothing in this Agreement shall prevent Flowerfox from complying with the law and these terms do not confer any third party beneficiary rights.
23.2 No advice or information (oral or written) obtained by you from Flowerfox or its affiliates shall create any warranty not expressly stated in this agreement. Flowerfox does not purport by this clause to disclaim or preclude Australian Consumer Law or Consumer Rights applicable under any State Legislation.
24. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State Western Australia, without regard to its conflict of law provisions.
Sections 3 (Services, Fees/Taxes and Payments), 7 (Content, Material & Licenses), 9 (Information Control), 11 (Resolution of Dispute and Release), 7 (Flowerfox’'s Intellectual Property), 12 (Access and Interference), 13 (Breach), 14 (Privacy), 15 (No Warranty), 16 (Indemnity), 15 (No Guaranty), 17 (Severability), 20 (No Agency), 24 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices to Flowerfox shall be sent via postal mail to Flowerfox Attn: Legal Department, 119B Burniston Street, Scarborough, Perth 6019 and any notices to users (in the case of Flowerfox) shall be sent to the email address you have provided to Flowerfox. Notice sent by email shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Flowerfox may elect, at its own discretion, to deliver notice by certified mail, to the address you provided to Flowerfox. In such case, notice shall be deemed given three days after the date of mailing.