Article 1 Scope
In addition to the Auction Regulations and the Floriday General Terms and Conditions and the 'My Royal FloraHolland' General Terms and Conditions, these general terms and conditions (hereinafter: "General Terms and Conditions") apply to the 'RFH Pre-Auction app', which can be accessed via Floriday, and all related (legal) acts unless otherwise provided. The Auction Regulations and other applicable terms and conditions of Royal FloraHolland have been published on the Royal FloraHolland website (Royal FloraHolland | Terms and Conditions).
Article 2 Definitions
In these General Terms and Conditions, the definitions included in Chapter 11 of the Royal FloraHolland Auction Regulations and Article 2 of the Floriday General Terms and Conditions apply accordingly unless otherwise defined in these General Terms and Conditions. In this case, the terms and abbreviations used below are defined as follows:
-Administrator A User responsible for administering the RFH Pre-Auction app. This User may grant and revoke rights from a User Account.
-User account An account assigned to the User by the Administrator that allows the User to access and use the RFH Pre-Auction app.
- Royal FloraHolland Cooperative Royal FloraHolland U.A.
- RFH Pre-Auction app The online app accessible to Users via Floriday for marking Clock supply for clock preparation in the RFH Pre-Auction app, which the Buyer wishes to purchase via the RFH Auction app and the possibility of purchasing KVV supply directly via Floriday Explorer.
-User Purchaser(s), Administrator who has been granted access through a User Account.
-Buyer A User is registered as a buyer with Royal FloraHolland and registered for using the RFH Pre-Auction app.
- Clock offer The clock supply of Products made accessible via Floriday.
- KVV offer The clock presales offer of Products that are made available via Floriday.
Article 3 Login, username & password
1. Administrator can request access via Royal FloraHolland. Administrator gets access to the RFH Pre-Auction app via Floriday. By using the RFH Pre-Auction app, the User declares that he accepts these General Terms and Conditions and will at all times and the first request of Royal FloraHolland cooperate with Royal FloraHolland if this is desirable or necessary for inspection in the opinion of Royal FloraHolland, or in the event of a (reasonable suspicion of) a violation or an omission or action in breach of these terms and conditions or improper use or abuse of the RFH Pre-Auction app.
2. Administrator is authorised to assign a User Account to persons working in his own (buyer) organisation. The Administrator is authorised to revoke the rights granted to the User Account.
3. The provisions of these Terms and Conditions shall apply mutatis mutandis to a User who Administrator has authorised for RFH Pre-Auction App through a User Account.
4. User guarantees that User(s) who have obtained access through a User Account comply with the Terms and Conditions.
5. The username and password are for the User's use only.
6. The username, password and access to RFH Pre-Auction app as described in these Terms and Conditions and any rights arising therefrom are not transferable.
Article 4 Access and use
Royal FloraHolland reserves the right to refuse registration of the Administrator, User Account and User(s) and his use of the RFH Pre-Auction app and to unilaterally terminate the use.
A User is obliged to follow the instructions and directions given by Royal FloraHolland with regard to the use of the RFH Pre-Auction app.
A User can mark a Seller's Products through the RFH Pre-Auction app up to the time of offering the Clock offer via the RFH Auction app. The highlighted offer will be displayed on RFH Auction app.
Royal FloraHolland has no influence on whether the Clock supply marked by the Buyer is offered via the RFH Auction app on the next auction day.
The KVV offer can still change in numbers and price during the period of clock preparation.
The Buyer can purchase KVV supply that is visible in the RFH Pre-Auction app directly via the Floriday Explorer. The Buyer completes the transaction of the purchase of KVV offer Products within Floriday, all applicable general terms and conditions of Floriday and in particular regarding the conclusion of an agreement (Article 6) apply accordingly.
Royal FloraHolland provides its services of the RFH Pre-Auction app based on a best-efforts obligation, limited to facilitating a digital environment where the Buyer can mark Products.
Royal FloraHolland is not a party to a transaction or a (purchase) agreement between a Seller and a Buyer. If a transaction or (purchase) agreement is concluded between a Seller and a Buyer, or if this does not happen for any reason, this does not create any rights against Royal FloraHolland.
Article 5 Rates and payment
1. A rate may be payable for using the RFH Pre-Auction app, which tariffs are published on the Royal FloraHolland website.
2. All tariffs are exclusive of VAT.
3. The applicable rate per period must be paid before the start of the period. As far as possible, the rate due will be collected from the User via Royal FloraHolland's direct debit, which the User will cooperate with and Royal FloraHolland authorises through it.
4. Royal FloraHolland reserves the right to change or introduce tariffs annually. The User has the right to terminate the service prematurely within 4 (four) weeks after the new rate is communicated to the User by e-mail or, in the absence of such notification, within 4 (four) weeks after the new rate has been introduced.
5. The User is obliged to pay the usual commissions, costs and levies, etc., to Royal FloraHolland in respect of the agreement(s) and services concluded by or on behalf of the User by or on behalf of the User in this respect.
Article 6 General questions and complaints
1. In case of complaints and questions, the User can contact RFH Pre-Auction app via klantenservice@royalfloraholland.com.
2. Natural persons can use klantenservice@royalfloraholland.com to report that they do not wish to receive unsolicited electronic communication, i.e. messages other than those associated with the service(s) for which they are registered, from Royal FloraHolland.
Article 7 Complaints, reports and questions regarding services and content
1. In case of questions, reports or complaints, whether or not about (content within) RFH Pre-Auction app, the User can contact the KOA Service Desk during normal office hours tel. +31 (0)88 – 789 89 89 or via e-mail at koadbs@royalfloraholland.com. For example, the User can file complaints or report about content within RFH Pre-Auction app that the User believes violates these Terms and Conditions, infringes (breeder's) rights or is illegal for any other reason.
2. When the User makes a complaint or report about content within RFH Pre-Auction app, it is essential that the User provides a motivation. This justification states, for example, the following information: why the User believes that the content is illegal, a clear indication of the exact location of the information (e.g. a link) and the contact details of the User who submits a complaint or makes a report. If the User submits a report concerning an infringement of Plant Breeders' Rights, the User must follow the Protocol for the Infringement of Intellectual Property Rights.
3. If Royal FloraHolland has the User's contact details, it will email the User a confirmation of receipt of the complaint or report.
Article 8 Termination
1. The User can terminate his registration or participation in the RFH Pre-Auction app with his username.
2. Royal FloraHolland may terminate the RFH Pre-Auction app for reasons of its own by sending a written notification or e-mail to the User's e-mail address known to it, subject to a notice period of four (4) calendar weeks.
3. Royal FloraHolland also has the right to immediately exclude a User from participation in and use of the RFH Pre-Auction app, without any notification in this regard and without being obliged to pay any compensation or refund of any monies already paid, without prejudice to any other rights to which Royal FloraHolland is entitled, in the event of:
- a request for bankruptcy, suspension of payments or debt restructuring of the User;
- shutdown or liquidation of the User's business;
- a culpable shortcoming or severe suspicion of abuse by the User;
- (attempted) misuse and electronic intrusion (hacking) of (the system of) FloraHolland by the User;
- an act or omission by the User towards Royal FloraHolland or in violation of the law and these General Terms and Conditions or if the User's act or omission gives cause to do so otherwise;
- if the User is no longer registered as a business partner with Royal FloraHolland.
4. The date on which the use of the RFH Pre-Auction app is terminated does not affect any fees or charges due for the period up to and including the notice period.
Article 9 Liability and indemnification
Royal FloraHolland is not liable for any damage (including any consequential damage), including but not limited to damage as a result of:
failures in the data/telecommunications infrastructure (including software);
the use of the RFH Pre-Auction app;
any services offered by Royal FloraHolland in this context;
(incorrect, outdated and incomplete) information stated in the RFH Pre-Auction app, including supply, price, and product information;
failure to make marked Products from the RFH Pre-Auction app available to the RFH Auction app correctly or in a timely manner;
Situations of force majeure, which in any case, but not exclusively, are understood to mean:
internet failures, the non/improper functioning of hardware, software and communication systems, including computer failures, power failures, etc., and;
unlawful behaviour by Users or third parties, the spread of (computer) viruses via the RFH Pre-Auction app or other unlawful programs or files, the hacking of the RFH Pre-Auction app and the software and communication systems of Royal FloraHolland;
the inaccurate, incomplete or delayed provision of data to a User;
the failure to conclude a Transaction for any reason and damage resulting from the conclusion of a Transaction.
defects or errors in any Transaction or payment module(s). Royal FloraHolland is in no way liable for any damage arising from or in connection with the execution of Transaction(s) or for non-performance by a Seller towards a Buyer in this respect and vice versa;
a User accepts full liability towards Royal FloraHolland for damage arising from and in connection with the execution of the Transaction(s) concluded by the User in this respect, as well as for (the conduct of) their employees or persons engaged by each of them that cause damage to Royal FloraHolland directly related to their work. The User indemnifies Royal FloraHolland against any claims or claims from third parties in this respect as well as against claims from other Users who have been granted access by the Administrator and third parties in respect of non-payment and inadequacies in the financial settlement as a result of an act or omission by the User for any reason whatsoever regarding transactions and agreements concluded by the User with other Users. Failure to comply with tax obligations, including the remittance of the legally owed sales tax to the relevant tax authority;
This is unless there is intent or deliberate recklessness on the part of Royal FloraHolland. In the event of an error on the part of Royal FloraHolland employees, which can be regarded as intent or deliberate recklessness, the liability of Royal FloraHolland and its employees is limited to the rate charged to the User by Royal FloraHolland for RFH Pre-Auction app over the preceding twelve (12) months.
Royal FloraHolland is never liable for indirect damage or loss of profit.
The User bears the risk of misuse or unauthorised use of his username and User account(s).
The User indemnifies Royal FloraHolland against claims from third parties related to the User's actions and his User Account(s) when using the RFH Pre-Auction app.
The information the RFH Pre-Auction app provides to the User is without obligation. The User cannot derive any rights from this vis-à-vis Royal FloraHolland.
Article 10 Intellectual property rights
1. By merely using the RFH Pre-Auction app, the User acknowledges the intellectual property rights of Royal FloraHolland with regard to the RFH Pre-Auction app. Furthermore, the User cannot derive any rights from the product photos shown in the RFH Pre-Auction app linked to the (offer) information posted by a User.
2. The User shall treat all information in this regard confidentially and shall only use it in accordance with the purpose of the service in question and access to the service nor provide all or part of the information to third parties.
3. The User shall not seek to obtain information about other users, nor shall they provide access to it to any third party.
4. Royal FloraHolland registers and processes login details to check for improper use and to improve the service.
Article 11 Amendment of General Terms and Conditions
1. Royal FloraHolland reserves the right to change the General Terms and Conditions.
2. Changes will be notified to the User by direct electronic notice and will be effective after they have been announced. This is unless the User has cancelled the service within four (4) weeks of the notification. Suppose an agreement was entered into for a definite period or a more extended notice period than four (4) weeks was agreed. In that case, a possibility of early termination only applies if the User cannot reasonably be expected to continue using the RFH Pre-Auction app under the amended terms and conditions.
Article 12 Applicable law and competent court
These General Terms and Conditions are governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
The District Court of Amsterdam has exclusive jurisdiction to settle all disputes between Royal FloraHolland and Users with regard to the RFH Pre-Auction app.
The applicability of the User's (general) terms and conditions or that of a third party is expressly excluded unless these General Terms and Conditions expressly provide otherwise. If additional/other terms and conditions for or of a specific transaction or payment module conflict with a provision in these General Terms and Conditions, the General Terms and Conditions shall prevail.
If a provision of these General Terms and Conditions is null and void or unenforceable, Royal FloraHolland has the right to replace that provision with a provision as close as possible to the purpose and purport of the original provision.
By using the RFH Pre-Auction app of Royal FloraHolland, the User declares to agree to the applicability of these General Terms and Conditions, the electronic provision thereof and that this provision has taken place and to agree to the registration.