FloristGrow Platform Agreement

Version 2026-08-20. Last updated: 20 August 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").

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.

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.

• "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.
• "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 their identity checks). 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.

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 where they apply your company number and VAT number, in Settings → Business details. Your registered business name, registered address, VAT number and contact email are shown in your Shop's customer-facing terms. Your company number is recorded but does not yet appear there; we're adding it. 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. New shops get a free trial. We take your card details up front, but you are not charged during the trial and can cancel before it ends without paying anything.

6.2 Subscription fee. After the trial, your Shop is billed at the flat monthly fee in force for your plan at the time you signed up. Fees are collected automatically from the card on file, through Stripe, monthly in advance.

6.3 No VAT is charged. 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'll tell you before VAT is added to your Fees.

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.

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 section 8 before the change takes effect, and you won't be charged the new amount.

8. Cancellation, suspension and non-payment

8.1 You can cancel any time, from the portal or by emailing us, with no minimum term and no cancellation fee. Cancellation takes effect at the end of your current billing month; you keep access until then and we don't charge you again after that.

8.2 If a payment fails, we'll try again and let you know. If your account remains unpaid for 14 days, we may suspend your Shop — taking your storefront offline so Shoppers can't browse it or place orders — until you sort out payment. Suspending your Shop doesn't affect your own access to the portal: you can still log in to manage your Shop, update products and process existing orders while it's suspended. If it remains unpaid for 30 days, we may cancel your subscription, which ends your right to use the Platform under section 11.1.

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.

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, and you can keep managing your Shop there while it's suspended. 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; 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 — what you upload to your Shop (product listings, photos, descriptions, brand assets), including making sure you have the rights to use it and that it doesn't infringe anyone else's rights or break the law.

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.

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 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 (whether or not you claim within the time limit in that clause), 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, or (b) to unavailability caused by our suspension of your Shop under section 8 in circumstances where we were not entitled to suspend. In either case clauses 14.3 and 14.4 govern any claim instead.

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 — your product listings, photography, descriptions, prices, delivery information and brand assets — 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.

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 without telling you first and giving you a reasonable chance to object. You authorise the sub-processors listed below 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 without undue delay if we become aware of a personal data breach affecting Shopper Data;

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

(h) on termination, at your request, delete or return Shopper Data, except where we're required by law to keep it.

12.3 Sub-processors currently used to run the Platform, based on our infrastructure as at 18 August 2026:

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. Where that happens, we rely on the UK International Data Transfer Addendum to the EU Standard Contractual Clauses (or an equivalent recognised transfer mechanism), as incorporated into each provider's own data processing terms, to protect that data to UK standards.

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. We can end this Agreement by giving you at least 30 days' written notice, or immediately in the circumstances described in section 8.3.

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), 11 (IP), 12 (data protection, in respect of data we still hold), 13.3, 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) and section 12 (data protection) 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. 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.