Terms and Conditions
Flowers-Software GmbH

1. General Provisions
   
   1. The following general terms and conditions ("GTC") apply to all legal transactions, particularly for the licensing of software or the provision of services, especially as a Software as a Service (SaaS) solution between Flowers-Software GmbH (hereinafter "Flowers") and its customers (hereinafter "Customer"). Unless otherwise agreed, these GTC apply in the version valid at the time of the offer by Flowers or, in any case, in the last written or text form version communicated to the Customer also for similar future contracts without Flowers having to refer to them again in each individual case.
   2. These GTC apply exclusively to entrepreneurs acting in the exercise of their independent professional or commercial activity pursuant to § 14 BGB.
   3. The following general terms and conditions ("GTC") apply to all legal transactions, particularly for the licensing of software or the provision of services, especially as a Software as a Service (SaaS) solution between Flowers-Software GmbH (hereinafter "Flowers") and its customers (hereinafter "Customer"). Unless otherwise agreed, these GTC apply in the version valid at the time of the offer by Flowers or, in any case, in the last written or text form version communicated to the Customer also for similar future contracts without Flowers having to refer to them again in each individual case.
   4. These GTC apply exclusively to entrepreneurs acting in the exercise of their independent professional or commercial activity pursuant to § 14 BGB.
   5. These GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that Flowers has expressly agreed to their validity in writing or in text form. This also applies if Flowers begins licensing or service provision with knowledge of conflicting or deviating conditions of the Customer.
   6. Individual agreements made with the Customer in individual cases (including ancillary agreements, additions and amendments) always take precedence over these GTC. The content of such agreements shall be governed, subject to proof to the contrary, by a written contract or written confirmation by Flowers.
   7. Legally relevant declarations and notices by the Customer in relation to the contract (e.g., setting deadlines, reminders, withdrawal) must be made in writing or in text form. Statutory form requirements and further proof, especially in case of doubts about the legitimacy of the declarant, remain unaffected.‍
2. Conclusion of Contract
   1. Offers made by Flowers are non-binding, meaning they merely constitute an invitation for the Customer to submit a binding offer ("Order"). Flowers is free to accept the Customer's order in writing or in text form (e.g., by email).
   2.  A contract for the services offered by Flowers is only concluded when Flowers accepts the Customer’s order through an order confirmation in writing or in text form (e.g., via email).
   3. Acceptance of the order can also occur conclusively by the successful creation of a customer account via the URL: webapp.flowers-software.com.
   4. Insofar as Flowers uses third parties to fulfill the agreed services, these third parties do not become contractual partners of the Customer
3. Subject Matter of the Contract
   
   1. The subject matter of the contract is the software provided by Flowers and designated in the offer ("Software") as a Software as a Service, made available to the Customer for use in return for the agreed fee.
   2. The content and scope of the services available to the Customer are determined by the respective contractual agreements.3.
   3. Flowers provides the Customer with the software in its current version over the Internet for the duration of the contract for a fee. The software is to be used via a browser supported by Flowers. Supported browsers are Safari, Opera, Edge, and Google Chrome. Internet Explorer is not supported. The software is used via the domain: webapp.flowers-software.com.
   4. The range of services and functionalities of the software is set out in the current service description of Flowers, which is attached to the offer.
   5. The Customer may create any number of users after conclusion of the contract; if the Customer exceeds the agreed number of usernames and passwords, they will be upgraded to the next higher package and the corresponding costs for that package will be charged in accordance with clause 7.2.
   6. Use of the cloud includes software updates and hosting with storage space individually agreed in the offer. Flowers is entitled to charge the Customer an additional fee for each additional GB of storage space required per year according to the price list in the offer. This is calculated upon occurrence.
   7. Flowers continuously develops the software and is entitled to make changes to the software via updates and upgrades without prior notice, provided these serve to maintain and/or improve the software.
4. Storage of Customer Data
   1. Unless a specific volume is expressly agreed upon, Flowers provides a reasonable amount of storage space on a server, as defined by Flowers, for storing and using the Customer’s data.
   2. According to the service levels, Flowers ensures that the stored data is accessible via the Internet.
   3. The Customer is not entitled to make this storage space available to third parties, either partially or fully, for a fee or free of charge.
   4. The Customer agrees not to store any content on the storage space that violates applicable laws or agreements with third parties.
   5. Flowers shall take appropriate measures to prevent data loss and unauthorized access by third parties to the Customer’s data. For this purpose, Flowers will perform regular backups, scan the Customer’s data for viruses, and install firewalls in accordance with the state of the art.
   6. Upon termination of the contract, the Customer must independently remove all data stored in the allocated storage space and, if necessary, transfer it to other storage media. The Customer has no right to receive software suitable for using the data. Flowers is entitled to irreversibly delete all of the Customer’s data on its servers four (4) weeks after the end of the contract.
5. Contract Duration
   1. The duration of the contract is based on the minimum term selected by the Customer in the offer. If the parties have not concluded a written agreement on a minimum term, the contract is concluded for an indefinite period.
   2. The contract term begins with the first performance action by Flowers (e.g., provision of the booking link), unless otherwise agreed in the offer.
   3. The contractual relationship may be terminated by either party with three (3) months’ notice to the end of the Customer’s booked minimum contract period. Otherwise, the contract is automatically extended by the duration of the booked minimum term.
   4. In contracts with an indefinite term, termination is possible with three (3) months’ notice, effective for the first time after twelve (12) months from contract conclusion.
   5. The contract may also be terminated by either party in writing without notice for good cause. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contract until the agreed termination date.
   6. Good cause for Flowers exists in particular if the Customer violates the usage rights granted by Flowers by using the software beyond the contractually permitted scope and fails to remedy the violation within a reasonable period after receiving a warning.
   7. Good cause also exists if there is a fundamental change in legal or technical standards on the Internet that makes it unreasonable for Flowers to provide its services under the contract.
   8. Another good cause exists if the Customer is in default with payment of the fee or a significant portion thereof despite a reminder.
   9. A trial access provided to the Customer automatically ends at the end of the respective trial period and does not need to be terminated.
   10. Termination of the contract must be made in writing or in text form (e.g., by email).
   11. After termination, the Customer’s right to use the software expires.
6. Prices and Payment Terms
   1. Flowers offers its services through different packages. The respective package prices are specified in the individual offer made to the Customer.
   2. The agreed base fee for the package booked by the Customer is payable in advance to Flowers and becomes due immediately at the start of the contract term, or at the beginning of each renewal period in the case of extensions.
   3. The prices stated in the offer and in the order confirmation from Flowers are exclusive of applicable statutory VAT.
   4. Payments to Flowers shall be made via electronic direct debit using the service providers named in the web app, such as "Gocardless", the payment service provider "Chargebee", or by bank transfer.
   5. f the Customer has chosen the direct debit procedure as the payment method, Flowers is entitled to charge a processing fee of EUR 3.65 per returned direct debit.
   6. If the due base fee for the Customer’s booked package cannot be debited in time from the account specified at the time of contract conclusion, access to the software will be blocked immediately. Access to the software will be reactivated once the outstanding payment has been received.
   7. The Customer agrees to ensure that there are sufficient funds in the account specified in the direct debit authorization.
7. Scope of Use / Rights of Use
   1. The Customer is granted a simple, non-exclusive, non-transferable and non-sublicensable right to use the software for its business purposes, limited to the duration and scope defined in the respective contract and as described in these terms of use.
   2. Use of the software by more users, transactions and/or processes than specified in the agreed package constitutes overuse. The Customer is obliged to notify Flowers of any overuse immediately upon becoming aware of it. In the event of overuse, the Customer will be automatically upgraded to the next higher package for the relevant period, and charged accordingly based on the prices stated in the offer, unless otherwise agreed between the parties.
   3. The Customer may reproduce the software to the extent necessary for its intended use. Necessary reproductions include installing the program on the mass storage of the hardware used, loading it into working memory, and executing the software.
   4. Copyright notices, serial numbers, and other identifiers serving to identify the software must not be removed or altered by the Customer.
   5. The Customer is not permitted to modify, alter, or create derivative works based on the software in any way, in whole or in part. This does not apply to modifications necessary to correct errors, provided that Flowers is in delay with error correction, refuses error rectification, or is unable to rectify errors due to insolvency. The Customer is further prohibited from reverse engineering, translating, or disassembling the software, or attempting to derive the source code in any way. Unless permitted under Sections 69b and 69e of the German Copyright Act (UrhG), decompiling or disassembling the software is not allowed. If reverse engineering or decompilation is necessary due to mandatory statutory provisions to ensure full functionality or interoperability with other software, the Customer must notify Flowers in advance regarding the type and scope of such actions. Moreover, decompilation is only permitted if the Customer can demonstrate a legitimate interest in performing such actions.
   6. The Customer is obliged to prevent unauthorized third-party access to the software through appropriate measures. The delivered software and any backup copies must be stored in a secure location protected against unauthorized access by third parties. Customer employees must be explicitly informed about and instructed to comply with the provisions of this contract and the copyright laws protecting Flowers’ software.
   7. The Customer is liable for ensuring that the software is not used for illegal purposes or in violation of governmental regulations or requirements, and that no such data is stored on the.
8. Rental and Distribution
   1. Any rental or other transfer of the software by the Customer, whether for a fee or free of charge, is prohibited unless a corresponding written agreement has been made between the Customer and Flowers. This applies in particular to rental through “Application Service Providing (ASP)” or “Software as a Service (SaaS)” models.
9. Product Updates
   1. Flowers may update and/or revise its products as needed to correct defects or to improve and expand functionality, execution, and content. Updated or revised products are subject to the terms of this agreement.
10. Availability
    1. If the software is provided as Software as a Service, Flowers shall make it available to the Customer with an average annual availability of 98.2%. This excludes periods when the server is unavailable due to technical or other issues outside of Flowers’ control (in particular force majeure or faults attributable to third parties). Planned maintenance periods are also excluded.
    2. Availability means the technical usability of the software at the transfer point for the Customer's use. Customers will usually be notified in advance of planned downtimes and maintenance work.
    3. Flowers is entitled to interrupt the availability of the software for maintenance purposes and due to other technical requirements. Maintenance will, where possible, be carried out outside normal business hours (Monday to Friday between 9:00 am and 6:00 pm).
    4. If a feature or service is provided to the Customer free of charge beyond the agreed contract scope, Flowers is entitled to discontinue it without prior notice. The Customer cannot claim any reduction, refund, or compensation in such cases.
11. Response and Recovery Times
    1. Flowers ensures that within a timeframe depending on the incident classification (see table below), beginning either from the moment the Customer reports a technical fault (via phone or email) or from an automated system message from the server or installed system, fault resolution will be initiated and the Customer informed (Response Time). Flowers also ensures that reported or detected technical faults will be resolved within the specified periods (Recovery Time).
    2. Incident classification:
       • Class 1 (Critical faults preventing operation): e.g., all or major functionalities described in the service specification are completely unavailable; no workaround exists.
         
         • Response Time: 1 hour
         • Recovery Time: 24 hours
           
       • Class 2 (Significant faults impairing operation): e.g., at least three of the Class 1 functionalities are severely impaired, and no workaround is available.
         
         • Response Time: 4 hours
         • Recovery Time: With the next release, no later than within one month
       • Class 3 (Minor faults not impairing operation): e.g., functionalities are impaired, but a workaround is available.
         
         • Response Time: 4 hours
         • Recovery Time: At the latest with the following regular software update‍
12. Customer Duties and Obligations‍
    
    1. The Customer shall in particular:
       • Provide the necessary technical access for the initial setup and maintenance;
         
         
       • Use the software with a supported browser;
         
         
       • Comply with the usage restrictions and obligations;
         
         
       • Ensure third-party rights are respected when using materials;
         
         
       • Obtain necessary consents when processing personal data, unless legally justified;
         
         
       • Check data for viruses before transmission and use appropriate antivirus protection;
         
         
       • Regularly change passwords and ensure the confidentiality of all login credentials. Shared user accounts require written permission from Flower.
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    2. Any statements about Flowers’ company by the Customer must be approved in advance. The Customer agrees that Flowers may use the Customer’s name and logo as a reference on its website and will provide a suitable graphic.
    3. The Customer is responsible for meeting the technical system requirements (e.g., sufficient internet bandwidth and latency, current hardware/software). System requirements may change during the contract term due to updates; in such cases, the Customer must adapt their systems accordingly.
    4. The Customer must ensure secure internet access, preferably via private VPN connections, especially in public networks.The content and scope of the services available to the Customer are determined by the respective contractual agreements.
13. Warranty‍
    
    1. Flowers points out that it is not technically possible to create completely error-free software. The contractual subject is software that is generally usable as described.
    2. Therefore, Flowers does not guarantee complete error-freeness. In particular, there is no warranty that the software will meet Customer-specific requirements or be compatible with other selected programs or devices.
    3. The Customer is responsible for ensuring that the necessary system requirements are met. Flowers is not liable for the quality of hardware/software or the telecommunication link between Customer and Flowers.
    4. Warranty applies only if the software is used properly and not altered. If a defect is not reported, the Customer must prove that Flowers was otherwise aware of it.
    5. Defects must be reported immediately in writing or by email.
    6. Flowers will correct significant defects within the warranty period free of charge, either by delivering an improved version or providing instructions on how to eliminate or bypass the defect.‍
14. Liability‍
    
    1. In cases of intent or gross negligence, both parties are liable in accordance with statutory regulations.
    2. For ordinary negligence, liability applies only for breach of essential contractual obligations and is limited to foreseeable, contract-typical damages.
    3. These liability limitations also apply to legal representatives, employees, and agents of the service provider.
    4. Claims under product liability laws, warranties, or for injury to life, body, or health remain unaffected.
    5. Flowers is not liable for technical advice or consulting unless part of the contractual obligation.
    6. Flowers is not liable for data loss caused by improper data backups by the Customer.
15. Right to Modify Terms
    
    1. Flowers may amend these GTC or add provisions for new services or functions at any time. Customer’s consent is deemed granted if no objection is made within two (2) weeks of notification. Flowers will inform the Customer of the objection option, deadline, and consequences of not objecting.
    2. Flowers may also modify the software or offer deviating functionalities:
       • To comply with applicable laws;
         
       • To comply with court or authority orders;
         
       • To eliminate security vulnerabilities;
         
       • If changes are predominantly beneficial for the Customer
    3. If the Customer objects timely and in the correct form, the contract continues under the previous conditions. Flowers reserves the right to terminate the contract with one (1) month's notice in such cases.
16. Data Protection‍
    
    1. Both parties shall comply with applicable data protection laws and bind employees to confidentiality unless already bound.
    2. If the Customer collects or processes personal data, they must ensure legal compliance and indemnify Flowers in case of violations.
    3. Flowers collects and uses customer-related data only to the extent necessary for contract fulfillment.
    4. These obligations continue as long as application data remains under Flowers’ control.
    5. If required, the parties will conclude a Data Processing Agreement (DPA) under Art. 28 GDPR.
    6. In case of conflict between this agreement and the DPA, the DPA
17. Confidentiality‍
    
    1. Flowers shall treat all confidential information and processes (in particular trade or business secrets) obtained during the preparation, execution, and fulfillment of this agreement with strict confidentiality and shall not disclose or use them. This obligation applies also to unauthorized employees. Flowers will seek consent if disclosure is uncertain. The Customer is equally bound to confidentiality regarding Flowers’ business secrets.
    2. Flowers has agreed on the same confidentiality rules with all employees involved in this contract.
    3. Confidential information includes all information explicitly marked as confidential or clearly confidential by context.
    4. Information is not confidential if the receiving party proves that it:17.5 These confidentiality obligations continue indefinitely, even after contract termination, unless an exception is proven.
18. Force Majeure
    
    1. Neither party is obliged to fulfill contractual obligations during force majeure.
    2. Force majeure includes all events beyond reasonable control, such as fire, explosion, flood, war, blockade, embargo, pandemic, supply chain disruptions, strikes longer than six (6) weeks, or technical internet issues not caused by a party.
    3. Each party must inform the other of the occurrence of force majeure without delay.
19. Miscellaneous Provisions
    
    1. Changes and amendments to these terms require written form. This also applies to waiving the requirement of written form itself.
    2. The contractual relationship is subject exclusively to German law, excluding conflict-of-law provisions and the UN Sales Convention.
    3. Legal venue for disputes arising directly or indirectly from contracts under these GTC is Munich, Germany. Flowers may also bring actions at the Customer's place of business.
    4. If individual provisions of these GTC or related agreements are invalid, the remainder remains unaffected. The invalid provision shall be replaced with one that comes closest to the intended economic effect. The same applies to any contractual gaps.

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In case of any dispute or discrepancy in interpretation, the original German version of these General Terms and Conditions shall prevail.