LAST UPDATE: 5th January 2025

General

By signing the Statement of Work (“SOW”) entered into with Florido Limited (company registration number: 12922438) whose principal place of business is 33 Upper Heath Road, St. Albans, England, AL1 4DN (“Florido” or “us”), you, the client (“you” or “Client”), agree to be bound by these Terms of Service (“Terms of Service”) and the Privacy Policy available here www.florido.co.uk/privacy-policy. The Terms of Service and Privacy Policy are incorporated into the SOW by reference. The SOW and these Terms of Service form, together, the agreement between the parties (“the Agreement”).

Florido may amend these Terms of Service at any time by making them available at the link supplied within the Agreement.

Standards

Florido will provide the services agreed in the SOW with reasonable skill and care, which would be expected from a person engaged in the same type of undertaking under the same or similar circumstances.

Payment

In consideration of the provision of services provided in the SOW, the Client will pay Florido the Fees. Florido shall be entitled to invoice the Fees in the amounts and on the dates set out within the SOW.

Timely Payment: Time is of the essence in respect of the payment terms included in the SOW. In the event of late payment, interest will accrue at the statutory rate as defined under the Late Payment of Commercial Debts (Interest) Act 1998.

Suspension: Florido reserves the right to suspend all services until all outstanding invoices have been settled.

VAT: Unless otherwise specifically stated, prices charged on any quotation shall be exclusive of VAT. All payments shall be received by Florido with no remittance or banking fee deductions.

Currency: The currency is British pounds (£ GBP) unless agreed in advance by Florido.

Expenses: Unless expressly agreed otherwise, Florido will also be entitled to recharge the Client any prior-approved, out-of-pocket expenses reasonably incurred in connection with the provision of services.

Working Together

Florido prides itself on providing quality service, which requires that you:

Observe reasonable commercial standards of fair dealing and cooperate to enable Florido to perform this Agreement as agreed.

Book the Days for Florido’s services under the SOW via the provided digital tool. Requests for ad hoc or emergency support may incur incremental fees.

Ensure critical data is backed up independently.

Provide access to premises, equipment, data, and documentation as required by law for Florido to perform its obligations.

Intellectual Property Rights (IPR)

Ownership: Any IPR existing before the SOW or developed independently by Florido remains the property of Florido.

Trademark Use: Each party grants the other a limited, revocable, non-exclusive, non-transferable right to use the other’s trademarks during the SOW term and for two years thereafter.

Retention: Florido retains all IPR in documents or deliverables issued to you, which may only be used for purposes outlined in the SOW.

Disputes

Resolution: Both parties will make reasonable efforts to resolve disputes in good faith. If unresolved, the matter will escalate to representatives and, if necessary, chief executives for resolution within 10 business days at each stage.

Mediation: If internal resolution fails, disputes will be referred to mediation under the CEDR Model Mediation Procedure before litigation. Mediation must commence within 45 days of notice.

Location: Dispute resolution procedures will take place in London, England, unless otherwise agreed.

Warranties

You warrant that:

(a) You have the authority to enter and perform obligations under the Agreement.
(b) You will comply fully with applicable laws, including the UK GDPR and data protection laws.
(c) You are responsible for all costs related to your obligations.
(d) You will not reproduce Florido’s IPR outside the SOW’s terms.
(e) You will ensure Client Dependencies comply with this Agreement.

Indemnity

You agree to indemnify Florido against all losses, liabilities, and expenses (including legal fees) arising from any breach of this Agreement by you or your Client Dependencies.

Termination

For SOW terms of fewer than five days, either party may terminate with two business days' notice. For longer terms, 14 business days’ notice is required.

Termination is immediate in cases of insolvency, material breaches not remedied within 14 days, or court-ordered dissolution.

Upon termination, you must return or destroy all related Florido documentation. Outstanding amounts will be invoiced on a time and materials basis.

Survival: Certain clauses, including payment obligations and confidentiality, will survive termination.

Confidentiality

Both parties agree to keep the terms of this Agreement and related information confidential, disclosing it only as necessary or required by law.

Florido Values

Equality: Treat all Florido personnel equally, without discrimination.

Diversity and Harassment: Promote inclusivity and prohibit harassment or bullying.

Environment: Consider environmental impact in all activities.

Compliance: Abide by anti-bribery, anti-money laundering, and modern slavery laws.

Miscellaneous

Entire Agreement: This Agreement supersedes prior agreements.

Amendments: Changes must be documented and signed by both parties.

Force Majeure: Parties are excused from obligations during uncontrollable events.

Notices: Must be given in writing via agreed methods.

Non-Solicitation: For six months post-SOW, you agree not to solicit Florido employees without prior consent and payment of a fee equal to 20% of their annual compensation.

Jurisdiction: This Agreement is governed by the laws of England and Wales, with disputes submitted to London’s courts.