FloristGrow Platform Agreement

Version 2026-10-02. Last updated: 2 October 2026.

This Agreement is between:

Pinwheel Media Ltd, a company registered in England and Wales under company number 16851462, whose registered office is at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, trading as FloristGrow ("FloristGrow", "Pinwheel", "we", "us", "our"); and

you, the florist business signing up for a FloristGrow shop ("you", "your").

If you accepted an earlier version of this Agreement, clauses 6.5, 6.6 and 7.2 (the founding florist rate, what it covers, how it is kept and how it is lost, and the fact that price changes do not apply to it) — together with the limits on our right to vary them in clause 16.4 and in "How we'll tell you about changes" — apply to you as if they had been part of the version you accepted. Nothing in this paragraph reduces what an earlier version gave you. Where you accept a revised version of this Agreement, clauses 6.5, 6.6 and 7.2 apply to you in whichever version — the one you are accepting or any you accepted earlier — is more favourable to you.

By ticking the box at signup to say you've read and agree to this Agreement, you accept it and it becomes binding on you and on us from that point. If you sign up on behalf of a company or other business, you confirm you're authorised to accept this Agreement on its behalf, and "you" in this Agreement means that business.

This Agreement takes effect when you accept it at signup. We record the version you accepted, the account that accepted it, and when — so both of us can tell later which terms apply to you. If we revise this Agreement, section "How we'll tell you about changes" says how you'll hear about it.

If you created a shop before this acceptance step existed, we'll ask you to accept these terms in the portal; until you do, the arrangement between us is as described here in substance, and nothing in this paragraph is intended to bind you to terms you have not seen.

1. What FloristGrow is — and isn't

1.1 FloristGrow is software: a hosted online shop, order and delivery management, and related tools, that we license to you so you can sell flowers and related products to your own customers under your own brand, at a subdomain of floristgrow.co.uk that you choose at signup (for example rosies-blooms.floristgrow.co.uk).

1.2 FloristGrow is not a flower retailer, a florist, a marketplace or a wire service. We don't sell flowers, we don't buy flowers, we don't hold stock, and we are never the seller in any sale made through your shop. We provide the software your shop runs on and charge you a fee for that software. Section 4 sets this out in full because it matters — please read it.

1.3 We may add, change or retire features of FloristGrow over time as the product develops. We'll tell you about changes that materially reduce what you can do with your shop. If a change would materially reduce the core functions of your Shop, we will give you at least 30 days' written notice, and you may cancel under section 8.1 before it takes effect.

2. Definitions

• "Shop" means the online storefront we provision for you at your chosen floristgrow.co.uk subdomain

(or, if we later offer it, a custom domain you connect).

• "Platform" means the FloristGrow software, including the public Shop, the florist-facing management

portal, and the infrastructure and services we use to run both.

• "Shopper" means a person who buys from your Shop.
• "Your Content" means the product listings, photos, descriptions, prices, delivery rules, brand assets

and other material you or your staff add to your Shop — whether you put it on your Shop yourself, or it was put there by us at your request or on your instructions, including anything imported, uploaded or migrated on your behalf when you move to us from another platform. It does not include material we create of our own initiative and not from anything you gave us or asked us for. It also does not include any respect in which material we imported, uploaded or migrated for you differs from what you gave us or asked us for — that difference is ours, not yours.

• "Shopper Data" means personal data about your Shoppers that is collected through your Shop — for

example names, delivery addresses, order history and contact details.

• "Fees" (and "Fee", meaning any one of them) means the subscription fees payable under section 6,

including seat charges under clause 6.9.

• "monthly Fee" means the recurring monthly subscription fee described in clause 6.2 or 6.5 — our standard

fee, a different fee we have separately agreed with you, or the founding rate. It does not include seat charges.

• "Stripe" means Stripe Payments UK Ltd and its group companies, the payment processor used for

FloristGrow.

• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
• Headings don't affect how this Agreement is read. "Including" means "including without limitation."

"Writing" includes email.

3. Signing up

3.1 To sign up you give us a shop name, an email address and a subdomain, and (when you go on to subscribe) your billing details, entered directly with Stripe. You confirm the details you give us are accurate, and that you're old enough and have the authority to enter into this Agreement for the business you're signing up.

3.2 You're responsible for keeping your account credentials secure and for what happens under your account. Tell us straight away if you think someone else has access to it.

4. Your shop, your sale — merchant of record and payments

This is the most important section of this Agreement for both of us, so we've written it as plainly as we can.

4.1 You are the seller. When a Shopper buys from your Shop, the contract of sale is between you and that Shopper — not between the Shopper and Pinwheel, and not between the Shopper and any third party we introduce. You choose what you sell, you set your own prices, you build your own catalogue, and you set your own delivery zones and delivery charges through the portal. We don't set or override your prices, your catalogue or your delivery terms.

4.2 We are not a party to that sale. We supply you with the software your Shop runs on; we are not involved in, and have no rights or obligations under, the contract between you and your Shopper. We don't buy, sell, own, or take title to any flowers or other goods sold through your Shop at any point.

4.3 Payments run through your own Stripe account, not ours. When you sign up we help you create your own Stripe connected account, in your own name, which you complete by going through Stripe's own onboarding (including the identity and bank checks Stripe requires — see clause 6.1). When a Shopper pays, the payment is taken as a direct charge on your Stripe account:

• The money never passes through a Pinwheel bank account or a Pinwheel-controlled Stripe balance.
• The card statement your Shopper sees shows your shop's name, not "Pinwheel" or "FloristGrow."
• You get your own login to your own Stripe dashboard, with full visibility of your payments, payouts and

fees.

• Stripe's own processing fees for each transaction are deducted from your own takings, as they would be

for any Stripe account — we don't add anything on top.

4.4 Chargebacks, refunds and disputes are yours. If a Shopper disputes a charge, asks their bank for a chargeback, or asks you for a refund, that happens on your own Stripe account under your own agreement with Stripe, and it's your responsibility to deal with it — including any loss, fee or negative balance that results. Pinwheel does not cover, reimburse or share in any of these losses. This is a deliberate feature of how FloristGrow is built, not an oversight: your Stripe account is set up so that Stripe (not Pinwheel) carries the loss on payments, and so that you (not Pinwheel) pay Stripe's processing fees — exactly as if you'd opened that Stripe account yourself.

4.5 We take no commission. FloristGrow does not charge a percentage of your sales, a transaction fee, or any other cut of what you sell — we charge only the flat monthly subscription fee in section 6. If we ever want to introduce a commission or transaction fee, we will give you at least 30 days' written notice before it takes effect, and you may cancel under section 8.1 before it takes effect without paying it — the same protection section 7 gives you for a price change. We won't start charging you a percentage of your sales without warning. If you are a founding florist, the right we reserve in this clause does not apply to you at all: clause 6.5 says we will not introduce a commission or transaction fee for you, at any notice.

4.6 Because you're the seller, you're responsible for your own legal obligations to your Shoppers — this includes the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, consumer distance-selling and cancellation rights, your own returns and refunds policy, product safety, and any other law that applies to you selling flowers and related goods to consumers. See section 9.

5. Your shop's terms with your Shoppers

5.1 FloristGrow lets you set out your own terms and conditions, delivery information and returns policy for your Shoppers, shown on your Shop. Because you're the seller, those are your terms, not ours — you're responsible for making sure they're accurate, complete and lawful.

5.2 So that your Shoppers can see who they are buying from, you should enter your registered business name and business address, and where they apply your company number and VAT number, in Settings → Business details. Your registered business name, company number, business address and contact email are shown in your Shop's customer-facing terms, together with your VAT number if you have entered one. If you trade through a limited company, consumer law expects your Shoppers to be able to identify that company — your trading name alone does not do that.

6. Subscription, trial and billing

6.1 Trial, and what your Shop needs before it can open. Your first 30 days on a paid subscription are free. Signing up does not start the trial and does not ask for a card: we create your Shop, you set it up, and you start the trial when you are ready. The trial begins when you enter your card details, which are held securely by Stripe and not by us. You are not charged during the trial and can cancel before it ends without paying anything.

Entering your card starts your trial. It does not open your Shop — and your Shop cannot open until you have. Your Shop stays closed to the public until you open it yourself, from the "Open your shop" screen in the portal, and you can do that only once every item on your Shop's readiness checklist there is in place. Having a live subscription is one of those items, so entering your card is something you have to do before your Shop can open, not something you can leave until afterwards. That checklist is the complete list of what your Shop needs today, and we may add to it as the Platform develops. It governs opening only: once your Shop is open, adding an item to the checklist does not close it. Nothing we add can be, or can require you to pay us, a charge that clause 6.5 says you do not have to pay.

Stripe has to clear you before your Shop can take a card payment. Card payments are one of the items on that checklist, and it is not one you can pass on your own say-so. Stripe carries out its own identity and business verification, and its own checks on the bank account you want to be paid into (see clause 4.3); until Stripe has enabled both charges and payouts on your account, that item stays outstanding — we require both, because a Shop that can take a card but cannot be paid out is not a Shop that can trade. What Stripe asks you for, how long it takes, and whether it is satisfied, are matters for Stripe and not for us: we cannot carry out those checks for you, waive them, or hurry them along, and until Stripe has enabled charges on your account your Shop cannot take a card payment. We can open a Shop that has not passed every item on the checklist — that is our decision and not something you can require, and it does not change anything Stripe has decided: if Stripe has not enabled charges on your account, your Shop still cannot take a card payment.

Your 30 free days run from the moment you enter your card, whether or not your Shop has opened. They are not paused, extended or restarted while you are waiting for Stripe, or working through anything else on the checklist that is yours to do, and the free trial is available once only. If your trial ends while your Shop is still closed, your paid subscription begins and we charge you as normal — you can cancel at any time under clause 8.1. You can complete Stripe's checks before you enter your card, and we recommend that you do — nothing in the portal asks you for a card before you can start them.

6.2 Subscription fee. After the trial, your Shop is billed monthly in advance. Our standard fee is a flat £99 per month, exclusive of VAT. No VAT is added to it today because we are not registered for VAT (see clause 6.3). If we have separately agreed a different monthly fee with you (a bespoke arrangement — not the founding florist rate in clause 6.5), that fee is the one shown to you when you start your trial and it is the fee that applies. Either way, the fee shown to you when you start your trial is the fee you keep paying unless we change it under section 7 — except that if you are a founding florist under clause 6.5, clause 7.1 does not apply to you and the founding rate applies from your first payment onwards. That promise is made in clause 6.5, which clause 16.4 does not let us change. This clause is a summary of it; if this clause and clause 6.5 ever differ, clause 6.5 is the one that counts. Staff logins beyond those included in your subscription are charged separately, as clause 6.9 describes.

How Fees are collected. Automatically, from the card on file, through Stripe.

6.3 No VAT is charged today. Our Fees are exclusive of VAT. Pinwheel Media Ltd is not currently registered for VAT, so your invoices carry no VAT line and no VAT number. If we register for VAT in future, we will give you at least 30 days' written notice before VAT is added to your Fees, and you may cancel under clause 8.1 before it takes effect — the same notice, and the same way out, that clause 7.1 gives you for a change to the Fee itself. Adding VAT is not itself an increase in the Fee: this clause gives you notice and a way out, and does not turn VAT into a price rise.

6.4 Fees are for the FloristGrow software subscription only and are separate from, and unaffected by, how much you sell through your Shop — see section 4.5.

6.5 Founding florist rate. We are offering a reduced monthly fee to our earliest florists. The founding rate is £74.25 per month, exclusive of VAT, in place of our standard fee. If the founding rate is the fee we record for you when we create your Shop, you are a founding florist and that is the fee we charge you from your first payment onwards. While the offer is open there is no limit on the number of florists who can be founding florists, and you do not have to do anything to claim it: we record it on your account when we create your Shop, and we'll confirm it if you ask us.

We can close the offer, and closing it cannot affect you. We may stop offering the founding rate to new florists at any time, without notice. If you are already a founding florist when we do, you keep the founding rate — closing the offer does not change your fee, does not end your founding status, and does not affect anything else in this clause or in clause 6.6. Clause 16.4 does not let us use a change to this Agreement to do any of those things either. Closing the offer means only that Shops we create after that point are on our standard fee.

When your rate is fixed. The rate is fixed when we create your Shop, not when you fill in the sign-up form. We create your Shop when you click the sign-in link we email you. If we close the offer between the two, you will be on our standard fee, and the price shown on your dashboard before you enter a card is the one that applies.

The founding rate is for florists on our standard fee. If we have separately agreed a different monthly fee with you (see clause 6.2), the founding rate does not apply to you and neither does this clause.

Your rate is fixed. If you are a founding florist, the founding rate applies in place of our standard fee from your first payment onwards and we will not increase it. It is a fixed amount and not a percentage: if our standard fee changes, yours does not. It applies for as long as you are a founding florist, and you stop being one only as described in clause 6.6 — clause 7.1 does not apply to it, and neither does our right to update this Agreement under clause 16.4.

VAT. The founding rate is a price exclusive of VAT. No VAT is added to it today because we are not registered for VAT (see clause 6.3). If we become registered, VAT will be added to the founding rate as it will be to every other Fee, and adding VAT is not an increase in the Fee and is not a further charge, for the purposes of this clause and clause 16.4.

And it is the whole of what you pay us. In this clause, your included Platform means everything the Platform lets you do at the time you become a founding florist, together with anything we add to it afterwards without charging separately for it. It does not include staff logins under clause 6.9, including any seat or seats included in your subscription, whenever they become available. The founding rate, plus VAT if VAT ever applies, is the whole of what you have to pay us for your included Platform. We will not introduce any further charge you have to pay us in order to open your Shop, to reopen it, to keep your included Platform running, to use or go on using any part of it, to leave us, or to take your own data with you — whatever the charge is called, however it is described, and however we introduce it, including by a change to this Agreement, by a requirement or checklist in the portal, and by any guidance we publish under clause 9.1(d). That includes a commission, transaction fee or other charge on your sales: the right we reserve in clause 4.5 does not apply to you, and clause 16.4 does not let us change any of this.

What this promise does not cover. It is a promise about money you pay us. It does not touch money you pay someone else directly and that does not come to us — in particular Stripe's own processing fees, and any chargeback, refund or dispute cost, which come out of your own Stripe account under clauses 4.3 and 4.4, and which we do not set, do not receive and do not share in. Nor does it cover your own business costs, such as a domain you register yourself.

Optional extras stay optional. None of this stops us offering you something extra that you can choose to buy, at a price we set. But an extra has to be genuinely optional: saying no to it will never reduce your included Platform, never make any part of it stop working, and never affect the founding rate. If something has to be bought in order to open, reopen, use, keep using, leave or export your included Platform, it is not an optional extra, whatever we call it, and this clause says we cannot charge you for it. Clause 1.3 still lets us change or retire features; but a feature of your included Platform that stops being available to you unless you buy something is not a retirement, it is a charge this clause does not allow.

6.6 Keeping and losing the founding rate.

You do not have to be subscribed to hold it. If you are a founding florist under clause 6.5, you hold that status from the moment we created your Shop, whether or not you have started a subscription. Subject to the rest of this clause, if you start one later — whenever that is, and even if we have closed the offer to new florists by then — the founding rate is the fee that applies to it.

What does not take it away. You keep the founding rate: you keep it if a payment fails and you later pay what you owe, however long that takes and even if we suspended your Shop in the meantime; you keep it if we suspend your Shop; you keep it if we stop offering the founding rate to new florists; and you keep it if the Platform or your Shop is unavailable, for however long, and you stay with us. Nothing in this clause affects what you are owed if the Platform is unavailable, which is dealt with in clauses 10.5 to 10.10.

How you lose it — and it is only one thing. If you cancel — in the portal, or by asking us to cancel under clause 8.1, whatever your reason — you stop being a founding florist when your subscription ends. You are welcome to sign up with us again afterwards, but at our standard fee, and there is no route back onto the founding rate. We would rather tell you that plainly than leave it unsaid: the founding rate is not something you can give up and then take again.

If we end your subscription, we do not take the founding rate away. Where we give you notice under clause 13.1, or cancel your subscription for non-payment under clause 8.2, your founding status stays on your account and the founding rate applies again to any subscription you later start on that account. Where we end your subscription under clause 8.3, we do not take your founding status away either, but your right to use the Platform ends under clause 11.1, and nothing in this Agreement gives you a right to start a new subscription, or applies the founding rate to one if you do.

6.7 If we are the reason your Shop cannot open or cannot take orders. Your Fee is for a Shop you can actually use. If, at any time after we have created your Shop, your Shop cannot be opened, or once open cannot take orders, for a continuous period of more than 24 hours, and the reason is something we have not done or have got wrong — a fault in the Platform, a step we have to complete, or a delay on our side — then for the whole of that period:

(a) We will not charge your monthly Fee. If you are in your free trial, we will extend it by the same period, rounded up to whole days, so that you do not lose free days to a problem of ours. If you are paying, we will credit your monthly Fee for that period against your next invoice, or refund it if your subscription has ended.

(b) You do not have to claim it, and there is no deadline. Where we know your Shop could not open or trade for a reason in this clause, we will apply this ourselves and confirm it to you in writing. We do not monitor every Shop for this, so if we have missed one, tell us at any time and we will apply it then — this clause applies whether or not you asked, and no time limit applies to asking.

What this clause is capped at. Credits and refunds under this clause in any one monthly billing period are capped at 100% of that period's monthly Fee. That cap is measured on your monthly Fee only, not on any seat charges, and it is worked out over the same monthly billing period as the cap in clause 10.6, so that the two can be compared rather than argued about. That cap is on money only: it does not limit the extension of your free trial under (a) above, because during a trial your Fees are nil and a cap measured in Fees would leave that extension worth nothing.

When this clause does not apply. It does not apply where the reason your Shop cannot open or trade is something we are waiting on from you — your card details, your Stripe onboarding and identity checks, or content or information you have to provide — or to a period during which we have suspended your Shop under section 8 in circumstances where we were entitled to suspend. It also does not apply where the reason is something outside our reasonable control, including a failure of Stripe, your domain registrar or DNS provider, your own hosting or email supplier, or a general internet outage. But this exclusion does not apply where we suspended your Shop and we were not entitled to do so. A suspension is our own act, and someone else's error in causing it does not make it any less ours to put right.

How it sits with the rest of this Agreement. Clauses 10.5 to 10.10 deal with the Platform being unavailable and continue to apply in their own terms, except that clause 10.7 does not apply to anything due to you under this clause: where this clause gives you something, the service credit in clauses 10.5 and 10.6 is not your only remedy. This clause is additional to, and is not limited by, any other provision of this Agreement that describes what you are owed when the Platform is unavailable, wherever that description appears and whether or not it mentions this clause. Where both this clause and clauses 10.5 to 10.10 would give you money back for the same period, you get whichever is greater — not both, and we work out the amount under this clause pro-rata from your then-current monthly Fee, on the same basis as clause 10.5, so the two can be compared. Where both this clause and clause 10.6 would extend your free trial for the same period, you get whichever is longer — not both.

6.8 What your Fee covers — every florist. Clause 6.5 makes a promise to founding florists about further charges, and nothing in this clause reduces it. This clause makes a narrower version of the same promise to every florist.

In this clause 6.8, your included Platform means everything the Platform lets you do at the time you start your subscription, together with anything we add to it afterwards without charging separately for it. It does not include staff logins under clause 6.9, including any seat or seats included in your subscription.

We will not charge you extra to open, to keep going, or to leave. Your monthly Fee, plus VAT if VAT ever applies, is the whole of what you have to pay us in order to open your Shop, to reopen it, to keep your included Platform running, to use or go on using any part of it, to leave us, or to take your own data with you — the one exception being a commission or transaction fee on your sales, if we ever introduce one under clause 4.5 — which does not apply to founding florists at all (clause 6.5) — and which is dealt with at the end of this clause. Apart from that, we will not introduce a further charge for any of those things — whatever the charge is called, however it is described, and however we introduce it, including by a change to this Agreement, by a requirement or checklist in the portal, or by any guidance we publish under clause 9.1(d).

Optional extras stay optional. None of this stops us offering you something extra that you can choose to buy, at a price we set. But an extra has to be genuinely optional: saying no to it will never reduce your included Platform and will never make any part of it stop working. If something has to be bought in order to open, reopen, use, keep using, leave or export your included Platform, it is not an optional extra, whatever we call it, and this clause says we cannot charge you for it. Clause 1.3 still lets us change or retire features; but a feature of your included Platform that stops being available to you unless you buy something is not a retirement, it is a charge this clause does not allow.

What this clause does not do — three things, said plainly.

1. It does not fix the amount of your Fee. Clause 7.1 still lets us change your monthly Fee on at least 30 days' written notice, and you can cancel under clause 8.1 before it takes effect. If you are a founding florist, clause 7.2 means clause 7.1 does not apply to your rate at all.

2. It does not give up the right we reserve in clause 4.5 to introduce a commission or transaction fee on sales. That right does not apply to founding florists (clause 6.5), and this clause does not extend that protection to other florists. If we ever introduce one, we will give you at least 30 days' written notice and you may cancel under clause 8.1 before it takes effect.

3. It is a promise about money you pay us. It does not touch money you pay someone else directly — in particular Stripe's own processing fees and any chargeback, refund or dispute cost, which come out of your own Stripe account under clauses 4.3 and 4.4 — or your own business costs, such as a domain you register yourself.

6.9 Staff logins. Staff logins are not available yet. This clause applies to your Shop from the date we switch staff logins on for it and tell you so. Until then it gives you no right to staff logins, and we do not promise a date for them.

Seats. A staff login lets a person other than you use the portal for your Shop, with the level of access you give them from the options we offer. Each person who has accepted your invitation, and whom you have not removed, uses one "seat". Your subscription includes one seat (or more, if we have agreed that with you) at no extra charge. Each further seat is an optional extra, charged per seat per month, at a price that is the same whatever level of access you give the person. We may limit the number of seats a Shop can have; if you need more, ask us.

Your own login is not a seat. The login you use as the owner of your account is part of your subscription. It is not a staff login, and we never charge for it separately.

The seat price. The seat price that applies to your Shop is the one shown to you in the portal when you invite someone, exclusive of VAT; once it applies to you, we change it only as described under "Changes to the seat price" below. When this version of the Agreement was published, our standard seat price was £5 per seat per month; if we have separately agreed a different seat price with you, the price shown to you is that one. The founding rate in clause 6.5 is a rate for your monthly Fee only: if you are a founding florist, you pay the same seat price as any other florist, and clause 6.5 does not reduce it.

How seats are billed. A seat is charged from when the person you invite accepts the invitation, not when you send it. For the rest of the billing period in which they accept you pay the seat price pro rata, which we may collect straight away or with your next monthly invoice; after that, seats are charged monthly in advance, together with your monthly Fee, on the same subscription and in the way described in clause 6.2. A seat used during your free trial is not charged for until the trial ends. If you remove someone, their seat stops being charged from your next billing date; we do not refund or credit the rest of a period already charged. A paused seat is still charged until you remove the person. Seat charges are separate from, and in addition to, your monthly Fee: anything in this Agreement that refers to your monthly Fee — including the founding rate, clauses 6.7 and 7.2, and a founding florist's Fee in clause 16.4 — means that fee only and not seat charges.

An optional extra, outside your included Platform. Staff logins, including any seat or seats included in your subscription, are an optional extra of the kind described in clauses 6.5 and 6.8, and are not part of "your included Platform" as defined in either of those clauses. Choosing not to add seats, or removing them, never reduces or stops any part of your included Platform, and nothing in this clause lets us charge you for anything that clause 6.5 or 6.8 says is included.

Only you manage staff. Only you, through your own login, can invite people, remove them or change their level of access; a staff member cannot. We may also do these things at your request, and we may pause or remove a staff login straight away if we reasonably believe it has been compromised or is being used in breach of this Agreement (unpaid charges are not a reason for this; they are dealt with below); if we do, we will tell you, and we will restore a paused login once the concern is resolved.

You are responsible for your staff. The people you invite use the Platform on your behalf and under your account. You are responsible for what they do on it in the same way as clause 3.2 makes you responsible for what happens under your account, and clauses 9.1(e), 9.2 and 9.3 apply to their use of the Platform, and to anything they add to your Shop, as they apply to yours.

If seat charges are not paid. If seat charges are unpaid, we may pause the additional seats — those beyond the seat or seats included in your subscription — until what was unpaid has been paid. We never pause your own login, or the seat or seats included in your subscription, for unpaid charges, and we will never suspend your Shop or cancel your subscription because seat charges alone are unpaid; clause 8.2 does not apply to unpaid seat charges on their own — but you still owe them. You choose which of your staff keep the included seat or seats, by telling us; if you have not chosen, the staff members whose logins have been in place longest keep them. Before we pause any additional seats we will email you at the address on your account, saying what is unpaid and how to pay it, and we will not pause them until at least 7 days after that email. We will tell you when we pause them, and we restore them promptly once what was unpaid has been paid. While seat charges are unpaid we may decline to add further seats. If an invoice that includes your monthly Fee is unpaid, clause 8.2 applies to it exactly as it would if you had no seats, and while it remains unpaid we may also pause the additional seats, in the same way and after the same notice. These limits apply to a pause for unpaid charges; a pause for security reasons is dealt with above. Pausing staff logins is not a suspension of your Shop under section 8, does not stop your Shop taking orders, and does not affect your own login.

Changes to the seat price. Clause 7.1 applies to a change to the seat price in the same way as it applies to a change to your monthly Fee, including the notice it requires and your right to cancel under it. You may instead remove staff before the change takes effect, and you will not be charged the new price for a seat you have removed by then. Clause 7.2 does not stop us changing the seat price for a founding florist, because the founding rate covers the monthly Fee only.

Personal data. Clauses 12.1 and 12.3 describe how we handle the personal data of the people you invite.

7. Price changes

7.1 We may change the monthly Fee, but not without warning. If we do, we'll give you at least 30 days' written notice (by email to the address on your account) before the change takes effect, and it will only apply to charges from that date onwards — never retrospectively. If you don't want to pay the new price, you can cancel under clause 8.1 before the change takes effect, and you won't be charged the new amount.

7.2 This section does not apply to the founding florist rate. If you are a founding florist under clause 6.5, nothing in clause 7.1 gives us the right to increase your monthly Fee. That rate is governed by clauses 6.5 and 6.6 alone, whatever we charge anyone else.

8. Cancellation, suspension and non-payment

8.1 You can cancel any time by emailing us, with no minimum term and no cancellation fee. If you are a founding florist, read clause 6.6 before you cancel. Cancelling ends your founding status, whatever your reason for cancelling, and you cannot get it back. We will action your cancellation and confirm it in writing within 2 Business Days. Cancellation takes effect at the end of your current billing month, and we don't charge you after that; you keep access until then. If you email us fewer than 3 Business Days before your next payment date we may not be able to stop that payment, in which case your cancellation takes effect at the end of the month you have just paid for. You can also cancel yourself in the portal, under Settings -> Your subscription; cancelling there takes effect at the end of your current billing month, exactly as cancelling by email does.

8.2 If a payment fails, Stripe may automatically retry it. We do not currently send our own payment-failure notice, so please keep an eye on your Stripe receipts and the email address on your account. While your account is unpaid you can still log in and run your Shop — take orders, edit products, manage deliveries — but your sales and search-performance dashboards are hidden until payment succeeds. Your storefront also stays online and keeps taking orders; an unpaid account does not, by itself, take your Shop off the internet. To update your card, email us and we'll arrange it with you. If your account remains unpaid for 14 days we may suspend your Shop, and if it remains unpaid for 30 days we may cancel your subscription, which ends your right to use the Platform under section 11.1. We will contact you before we do either.

Unpaid seat charges on their own are dealt with only in clause 6.9: they never lead to your Shop being suspended or your subscription cancelled, but we may, after notice, pause additional staff logins while they are unpaid, and we may do the same while your monthly Fee is unpaid. Your own login, and the staff login or logins included in your subscription, are not affected.

8.3 We may also suspend your Shop, or cancel your subscription and your right to use the Platform, on reasonable notice where practicable, if you seriously or repeatedly breach this Agreement (for example, selling prohibited goods under section 9, or using the Platform unlawfully), or immediately without notice if we reasonably believe continued access would cause us or others harm or legal risk. This clause does not apply to non-payment, which is dealt with only under 8.2.

8.4 What this does and doesn't do. Suspending your Shop under 8.2 or 8.3 stops Shoppers browsing it or placing orders — it does not lock you out of the portal (your own login keeps working; clause 6.9 deals with when we may pause staff logins, whether for unpaid seat charges or for security reasons), and you can keep managing your Shop there while it's suspended, though where the suspension is for non-payment your sales and search-performance dashboards stay hidden until payment succeeds. Non-payment *before* any suspension is different again, as described in 8.2: your storefront keeps trading, you keep running your Shop, and it is only your sales and search-performance dashboards that are hidden. Cancelling your subscription, or this Agreement ending, ends your contractual right to use the Platform under section 11.1, but we don't yet have a way to automatically stop your portal login at that point, so you could technically still reach it after your right to use it has ended. If that happens, you're not authorised to keep using the Platform and should stop. The same is true of any staff logins: the people you invited are not authorised to use the Platform after that point either, and you are responsible for making sure they stop. We may build a technical block for this in future, and if we do, we'll update this section to describe it.

9. Your responsibilities

9.1 You will:

(a) give accurate, up-to-date information about your business, your products and your delivery service;

(b) fulfil the orders your Shoppers place with you, to a reasonable standard and within the timescales you advertise;

(c) comply with the law that applies to you as a seller of flowers and related goods to consumers, including consumer protection, distance-selling and cancellation rights, product safety, advertising standards, and data protection law in respect of your Shoppers (see section 12);

(d) only sell goods you're lawfully entitled to sell — no goods that are illegal to sell in the UK, no protected or endangered plant species without the correct licences, no counterfeit or infringing goods, and nothing else prohibited by law or by any guidance we publish from time to time; and

(e) use the Platform lawfully, and not in a way that could damage, disable, overburden or impair it, or interfere with anyone else's use of it.

9.2 You're responsible for Your Content, as defined in section 2, including making sure you have the rights to use it and that it doesn't infringe anyone else's rights or break the law. Where we imported, uploaded or migrated material for you, that responsibility is for the material as you gave it to us or asked us for it, and not for any respect in which what we put on your Shop differs from that.

9.3 Your indemnity to us. You will indemnify us and keep us indemnified against any claim, loss, liability, fine, penalty or cost (including reasonable legal fees) that we suffer or incur arising out of or in connection with:

(a) your breach of this Agreement;

(b) Your Content, or the goods or services you sell, offer or advertise through your Shop, including any claim brought by a Shopper or a third party about them;

(c) any chargeback, payment dispute, refund claim or fraud allegation relating to a payment made through your Shop — consistent with section 4 and 14.5, this financial exposure is always yours, not ours, because you are the merchant of record and the seller and the funds settle to your own connected Stripe account, not ours; and

(d) your breach of any law that applies to you as a seller of flowers and related goods to consumers (section 9.1(c)),

except, in each case, to the extent the claim, loss, liability, fine, penalty or cost was caused by our own breach of this Agreement or our negligence. This indemnity is separate from, and not subject to, the cap in clause 14.4 (which limits only *our* liability to *you*); nothing in this clause 9.3 limits or is limited by section 14.

9.4 Complaints about Your Content. If someone tells us that material on your Shop (for example a photo, a description or a product listing) infringes their rights, we may remove or hide that material, and if necessary the listing or page it appears on, while we look into it. We will tell you promptly what we have removed and why, and give you the chance to respond. If we decide the complaint was not justified, we will put it back. If we decide it was justified, or we cannot reasonably decide (for example, because it is disputed between you and the person complaining), we may keep it down. Removing or hiding material under this clause does not cancel any order already placed, and is not a suspension of your Shop under clause 8.3.

10. What we do

10.1 We will provide the Platform with reasonable skill and care, and use reasonable endeavours to keep it available. We don't currently promise a specific uptime percentage or guaranteed support response times — if you need those commitments in writing for your own purposes, ask us and we'll consider it, but as things stand we haven't committed to specific numbers and this Agreement doesn't imply any.

10.2 We may need to take the Platform down for planned maintenance (we'll try to give you notice where we can) or unplanned/emergency maintenance.

10.3 We provide support by email at support@floristgrow.co.uk. We aim to respond within two Business Days. That is a statement of intent and not a contractual commitment: we do not guarantee a response time, and a slower reply is not a breach of this Agreement. If you need a guaranteed response time in writing, ask us and we'll consider it as a separate arrangement.

10.4 Nothing in this section limits section 4: however good or bad our support, we are never responsible for fulfilling your orders, dealing with your Shoppers, or the quality of your flowers — that's always yours.

10.5 If your Shop or the portal is unavailable — what you get back. If the Platform (including your Shop) is materially unavailable for reasons within our control — whether or not we are at fault — tell us within 30 calendar days of the end of the period of unavailability and we will credit you the Fees for the time it was unavailable, worked out pro-rata from your then-current monthly Fee. You do not have to prove any loss to claim it. We apply the credit to your next invoice, or refund it if this Agreement has already ended. We will determine the duration of any unavailability from our own monitoring and system records, acting reasonably; where we hold no records for the period in question, we will accept your reasonable account of it.

10.6 How the credit is worked out. We count unavailability in whole hours, rounded up, and we credit 1/720th of your monthly Fee per hour. An interruption of less than 15 minutes does not qualify. Credits in any one monthly billing period are capped at 100% of that period's Fee. If you are in a free trial your Fees are nil, so a credit would be worth nothing — instead, if you ask us, we will extend your trial by the period of unavailability, and clause 10.9 (your right to walk away) applies as normal.

10.7 Where clause 10.5 applies, that credit is what we pay for downtime. To the fullest extent the law allows, and where the unavailability is of a kind covered by clause 10.5, the service credits in clauses 10.5 and 10.6 are your sole and exclusive financial remedy for the Platform (including your Shop) being unavailable, interrupted, or slower than you expected. Consistent with clause 14.3, we are not liable for sales you believe you would have made. This clause creates no availability commitment or service level: clause 10.1 continues to apply. This clause 10.7 does not apply (a) while you are in a free trial, (b) to unavailability caused by our suspension of your Shop under section 8 in circumstances where we were not entitled to suspend, or (c) to anything due to you under clause 6.7. In the cases in (a) and (b), clauses 14.3 and 14.4 govern any claim instead. In the case in (c), clause 6.7 governs, and nothing in this clause 10.7 bars, reduces, replaces or is a substitute for what clause 6.7 gives you. If clause 10.5's time limit has passed and no credit is therefore payable, this clause 10.7 does not apply — clauses 14.3 and 14.4 govern any claim you make instead. This clause does not affect the refund under clause 10.9.

10.8 What doesn't qualify for a credit. Clause 10.5 does not apply to unavailability caused by: planned maintenance under clause 10.2; emergency maintenance under clause 10.2, except that emergency maintenance lasting more than four hours in any one calendar day does qualify for a credit for the excess, with that excess rounded up under clause 10.6; anything outside our reasonable control (including a failure of Stripe, your domain registrar or DNS provider, your own hosting or email supplier, or a general internet outage); suspension under section 8 where we were entitled to suspend (including for non-payment); or your own act or omission, including anything you or someone acting for you changes in your Shop's settings, domain or content. Where this clause 10.8 excludes a credit, clause 10.7 does not apply either — clauses 14.3 and 14.4 govern any claim you make instead.

10.9 If we are down for a long time, you can walk away. If the Platform (including your Shop) is materially unavailable for reasons within our control for more than five consecutive Business Days (disregarding any unavailability excluded by clause 10.8), you may end this Agreement immediately by telling us in writing, and we will refund the Fees you have paid for the unexpired part of your current billing period. This is in addition to any credit under clause 10.5.

10.10 If clause 10.7 doesn't hold up. If a court or other competent authority decides that clause 10.7 cannot be enforced as your sole remedy, the remaining provisions of this Agreement continue to apply to that claim, including clause 14.3 and the cap in clause 14.4. Nothing in clauses 10.5 to 10.10 limits our liability arising out of or in connection with section 12 (data protection), or the carve-outs in clause 14.2 — an outage is one thing, losing your data is another.

11. Intellectual property

11.1 We own the Platform. All rights in the FloristGrow software, design, and underlying technology belong to us (or our licensors). This Agreement gives you a right to use it as your Shop for as long as you subscribe — it doesn't transfer any ownership to you.

11.2 You own your own content. Your Content, as defined in section 2, remains yours. You grant us a licence to host, store, display and reproduce Your Content for the purpose of running your Shop and providing the Platform to you, for as long as you use FloristGrow (and for the short period needed to give you an export of it on cancellation, under section 13.3).

11.3 You won't copy, reverse-engineer, or try to extract the underlying software of the Platform, except where the law says we can't stop you.

12. Data protection

12.1 Who's responsible for what. Your Shoppers' personal data belongs to your relationship with them, not ours. In data protection terms: you are the controller of Shopper Data, and we are the processor, acting only on your instructions (which include this Agreement) in providing the Platform.

Your staff's personal data. The people you invite to use the Platform as staff are not Shoppers, and their details are not Shopper Data. The rest of this paragraph applies once staff logins are available for your Shop. We hold each invitee's email address, their name if they give it, the level of access you give them and a record of the actions they take in the portal. We are controller of that information for our own purposes — providing and securing their login, billing you for seats and supporting you — and our privacy notice explains how we handle it. You can see that record of actions in the portal; how you use it is your responsibility, and you should tell the people you invite that we and you hold this information. Clause 12.3 covers the emails we send them.

12.2 As processor, we will:

(a) process Shopper Data only on your documented instructions (including to provide and support the Platform), unless the law requires otherwise, in which case we'll tell you first where we're allowed to;

(b) make sure anyone who processes Shopper Data for us is under a duty of confidentiality;

(c) apply appropriate technical and organisational security measures to protect it;

(d) not engage a new sub-processor to process Shopper Data without telling you first and giving you a reasonable chance to object. If you object and we cannot offer a reasonable alternative, you may cancel under section 8.1 with no cancellation fee and no charge for the remainder of any term — but if you are a founding florist, cancelling under this clause ends your founding status like any other cancellation (clause 6.6). This right is about Shopper Data: it does not apply to a provider we use for our own purposes, which we identify separately in clause 12.3. You authorise the providers identified as sub-processors in clause 12.3 as things stand today;

(e) help you, taking into account the nature of the processing, to respond to your Shoppers' data-subject requests, and with your own security, breach-notification and data protection impact assessment obligations;

(f) tell you about a personal data breach affecting Shopper Data without undue delay, and in any event within 24 hours of becoming aware of it;

(g) make available the information reasonably needed to show we're meeting these obligations, and allow reasonable audits, conducted by you or an auditor you mandate, on reasonable notice and at your cost; and

(h) on termination, at your request, delete or return Shopper Data, except where we're required by law to keep it, and except for correspondence you have sent to our support address, which we keep as part of our support records and delete on our ordinary retention cycle.

12.3 The providers we use to run the Platform, last reviewed on 2 October 2026.

Most of them process Shopper Data on your behalf, and those are the sub-processors you authorise under clause 12.2(d). Two of them sit on both sides of that line. Stripe processes your Shoppers' payments into your own Stripe account, and separately it processes our billing of you. 20i carries the account emails we send — sign-in links, invitations and service notices, to you and, once staff logins are available, to the people you invite as staff (clause 6.9). Each of those emails is the personal data of the person it is sent to, and we process it as controller rather than on your instructions. 20i also hosts the mailbox and outgoing mail server behind our support address, so when you email us there about an order, what you send us — a Shopper's name, address or what they ordered — is Shopper Data handled in a 20i mailbox, and for that 20i is a sub-processor you authorise under clause 12.2(d). Everything else in the table is a sub-processor of Shopper Data.

Google (your search-performance dashboards). The search-performance and analytics dashboards in the portal are built by reading reports from a Google Analytics property and a Google Search Console site set up for your Shop, using our own Google credentials, with read-only access. We send Google the identifier of that property or site; Google sends back aggregated reports. We do not send Shopper Data to Google to provide this feature, and Google does not process Shopper Data on our instructions to provide it — which is why Google is not a sub-processor of Shopper Data and is not in the table above. If you want to know exactly what is connected for your Shop, ask us and we'll tell you.

AI concierge (where enabled). If you enable or we provide an AI shopping-assistant feature on your Shop (for example, an AI concierge that chats with Shoppers), messages Shoppers send it are processed using Anthropic PBC's Claude API, in the United States, as an additional sub-processor. We'll tell you before this feature is switched on for your Shop if it isn't already. If you would rather it were not used for your Shop, tell us and we'll turn it off.

We'll keep this list up to date and tell you before we add or replace a sub-processor that processes Shopper Data.

12.4 Transfers outside the UK. As the table above shows, some Shopper Data is processed outside the UK, in particular in the United States by Vercel, Railway, Stripe, Resend and — where the AI concierge is enabled — Anthropic. The same is true, where 20i uses locations outside the UK, both of your own account data and of anything you send to our support address. Where that happens, we rely on the UK International Data Transfer Addendum to the EU Standard Contractual Clauses, or another recognised transfer mechanism, under each provider's own data processing terms. Our own account records — yours and, once staff logins are available, your staff's — are held by Railway, and processed by Vercel, in the United States, and we rely on the same mechanisms for them. If you need the position for a particular provider, ask us and we will give you what we hold for it.

12.5 This section is the data processing agreement. It is written to cover the processor obligations that UK GDPR Article 28 requires between a controller (you) and a processor (us), and it takes effect as part of this Agreement — there is no separate document to sign. If you need a standalone Data Processing Addendum for your own records or a customer's audit, ask us and we'll issue one on the same terms.

13. Ending this Agreement

13.1 You can leave at any time under section 8.1, and immediately under clause 10.9 if we have been down for more than five consecutive Business Days. If you are a founding florist, read clause 6.6 before you cancel. Cancelling ends your founding status, whatever your reason for cancelling, and you cannot get it back. We can end this Agreement by giving you at least 30 days' written notice, immediately in the circumstances described in section 8.3, or, where your account has remained unpaid for 30 days, as described in section 8.2.

13.2 What happens to your Shop. When this Agreement ends, your Shop stops being available to Shoppers, and your floristgrow.co.uk subdomain will stop resolving to your Shop. The subdomain is provided by us as part of the Platform, not owned by you, and we may make it available for someone else to use after a reasonable period. If you've connected your own custom domain (where that feature is available), you keep that domain — only the FloristGrow shop behind it stops working.

13.3 Getting your data back. On request, made within 30 days of this Agreement ending, we will give you an export of your own business data — your products, orders and Shopper records — in a commonly used, readable format (such as CSV), so you can move it elsewhere. We may delete your data after providing this export, or after a reasonable period if you don't request it, except where we need to keep something by law.

13.4 Sections that by their nature should survive ending this Agreement do — including sections 4 (merchant of record — because it describes how past sales worked, not an ongoing promise), 9.3 (your indemnity to us, which matters most for chargebacks and disputes raised after you leave), 11 (IP), 12 (data protection, in respect of data we still hold), 13.3, 6.5, 6.6 and 7.2 (the founding florist rate: what it covers, how it is kept and how it is lost, and the bar on raising it), clause 6.7 (a credit, refund or trial extension where we were the reason your Shop could not open or trade, including the refund it gives after your subscription has ended), clauses 10.5 to 10.10 (service credits and what happens if the sole-remedy clause fails), 14 (liability), 15 (confidentiality) and 16 (general provisions).

14. Liability

14.1 We provide the Platform with reasonable skill and care, but except as set out in this Agreement, we don't give any other promise or warranty about it, and it's provided as it is made available at the time.

14.2 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) anything else that can't lawfully be limited or excluded.

14.3 Subject to clause 14.2, neither of us is liable to the other for loss of profit (whether direct or indirect), loss of revenue, loss of anticipated savings, wasted expenditure, loss of business opportunity, or indirect or consequential loss. Nothing in this clause 14.3 prevents us from recovering Fees due and payable to us under this Agreement, or from enforcing clause 9.3.

14.4 Subject to clauses 14.2 and 14.3, our total liability to you arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the Fees you paid us in the 12 months before the event giving rise to the claim, and (b) £2,500. This cap does not apply to our data protection obligations under section 12, our liability for loss or corruption of Shopper Data caused by our breach of section 12, or the carve-outs in clause 14.2. This clause 14.4 caps only our liability to you — it does not cap, limit or otherwise affect your indemnity to us under clause 9.3, which is a separate obligation running the other way.

14.5 For the avoidance of doubt, and consistent with section 4: we are never liable to you for losses arising from your sale of goods to your Shoppers, including chargebacks, refunds, disputes, product quality or delivery failures — those are between you and your Shopper (and, on the payment side, between you and Stripe).

15. Confidentiality

15.1 Each of us will keep the other's confidential information confidential and use it only for the purposes of this Agreement, except where disclosure is required by law or a regulator, or the information is or becomes public other than through our fault.

16. General

16.1 Assignment. You may not transfer this Agreement without our consent, except to a person who acquires your business. We may transfer this Agreement to another company in our group, or to a person who acquires all or substantially all of the FloristGrow business, without your consent — but the protections in section 4 (you remain the seller, payments stay on your own Stripe account), section 12 (data protection) and clauses 6.5, 6.6 and 7.2 (the founding florist rate) continue to apply after any such transfer, and we'll tell you if it happens.

16.2 No partnership or agency. This Agreement doesn't make either of us the other's partner, agent, or joint venturer. Nothing in this Agreement makes you our agent, or us yours, for the sale of goods to your Shoppers — see section 4.

16.3 Force majeure. Neither of us is responsible for delay or failure to perform (other than paying money) caused by something beyond our reasonable control.

16.4 Variation. We may update this Agreement from time to time — see "How we'll tell you about changes" below. That right does not extend to clauses 6.5, 6.6 and 7.2, or to the paragraph at the start of this Agreement about earlier versions: we may not use it to increase a founding florist's Fee, to withdraw the founding florist rate or its application to any florist, to introduce a charge that clause 6.5 says a founding florist does not have to pay us, or to cut down what clause 6.6 protects, and a change purporting to do any of those has no effect on a founding florist. Otherwise, changes only count if agreed in writing by both of us.

16.5 Severance. If any part of this Agreement turns out not to be enforceable, the rest of it still applies.

16.6 Third-party rights. Nobody except you and us can enforce this Agreement (Contracts (Rights of Third Parties) Act 1999) — in particular, a Shopper has no rights against us under this Agreement.

16.7 Governing law. This Agreement, and anything arising out of or in connection with it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16.8 Entire agreement. This Agreement is the whole agreement between us about FloristGrow and replaces anything discussed before you signed up, except for any separate written agreement we've both signed that says it overrides this one (for example, a bespoke arrangement for a particular florist).

How we'll tell you about changes

We may need to update this Agreement — for example if the law changes, or if we add a feature that needs new terms. If we make a material change, we'll email the address on your account and/or show a notice in the portal at least 30 days before it takes effect. If you keep using FloristGrow after that, you're taken to have accepted the change; if you don't want to accept it, you can cancel under section 8.1 before it takes effect. This does not apply to the founding florist rate in clauses 6.5, 6.6 and 7.2, which we cannot change this way (see 16.4). So no change made under this section can alter your founding rate, what it covers, or how long you keep it. If you are a founding florist and you do cancel because of some other change, cancelling ends your founding status like any other cancellation — see clause 6.6.