TERMS OF USE

Introduction

This Terms and Conditions of Use and Service (“Terms”) contained herein on this webpage constitute a legally binding agreement between you (“You”, “Your”, “User”) and Buyflowers Service Limited (“Buyflowers”, “We”, “Our” or “Us”) concerning your access to and the use of our products and services made available to you on our website or other digital platforms whether as visitors or registered users. By accessing our services and onboarding on our Platform, you accept and agree to be bound by the terms set out under this Terms. If you do not wish to be bound by this Agreement, please do not use or access our services.

This Agreement apply in full force and affect your use of the Services and by using any of the Services, you expressly accept all the terms and conditions contained herein in full and without limitation or qualification, including our Privacy Policy.

Acceptance of Terms

By registering for and opening a Buyflowers account, you unconditionally accept these Terms of Use and agree to be bound by and act in accordance with them. You also acknowledge and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements that may apply to your use of the Buyflowers website and/or your account.

We oblige you therefore to thoroughly read these Terms carefully because they affect your legal rights and obligations, before agreeing to be bound by them. These Terms apply to any person that enrols for and/or opens an Account through www.buyflowers.ng or any associated service, software, Application Programme Interface (API). You must not use any of the Services if you have any objection to any of these Terms.

Age Restriction

You agree you are of age when using this service. You are only permitted to use the Services if you are aged 18 or older. We do not knowingly engage people younger than the age of 18. If as a parent or guardian, you become aware that your child or ward child has provided us with any information without your consent, please contact us through the details provided in these Terms.

Eligibility

By registering and using a Buyflowers account, you warrant and represent that:

• You are an individual, a legal person, an organisation and you have the legal capacity and sufficient authorisation to enter into these Terms.
• As an employee or agent of a legal entity, you enter into these terms on their behalf. You also warrant that you have all the necessary rights and authorisations to bind such a legal entity.
• Your use of Our Services will not violate any laws and regulations applicable to you, including but not limited to anti-money laundering and financing terrorism activities.
• You will not open, or attempt to open a Buyflowers account under any name except your own; or use your Buyflowers account to carry out transactions on behalf of third parties.

Service Use

Use of this service includes but is not limited to purchasing flowers, chocolates and delivery. You undertake to use this service as permitted only by Law. You are prohibited from undertaking the following;

• Obtaining unauthorised access to Our database or a third party’s account.
• Misusing and exploiting any portion of this service.
• Using the service to damage the server and impair the use of the service by other Users.
• Using your account to carry out transactions on behalf of a third party or open an account using the name and details of a third party.
• Carry out illegal and prohibited activity in violation of any regulation, statute or law in Nigeria.
• Make any alterations that may interfere with the service provided.

Account Registration and Access

Where any part of the Service requires you to register in order to use it, it is your obligation to provide complete and accurate registration information and you confirm that all information provided is accurate. It is your responsibility to update and maintain any changes to that information by altering your details as appropriate.

The Platform shall allow you access to use registration areas of the Service on the basis that:

• You satisfy all the eligibility criteria;
• Your personal details including your email address and password are personal to you and may not be used by anyone else;
• You shall not do anything to assist anyone who is not a registered user to gain unauthorised access to any area of the Platform or use your account to carry out transactions on behalf of a third party.

To register and use our Services, you will be required and hereby undertake to voluntarily provide us with certain Personal Information. Personal Information refers to information relating to an identified person or information that can be used to identify you, (e.g., name, email address, telephone number, etc.).

Transactions

All transactions are processed according to the instructions received from the users of our Service, and we do not guarantee the identity of any user, requester, receiver or other parties. You should verify all transaction information before submitting instructions to Us. A pending transaction is deemed not complete. Funds associated with transactions in a pending state will be designated accordingly and will not be transmitted through your bank account in your Buyflowers’s account. Buyflowers may charge transaction fees to process a transaction on your behalf.

Third-Party Website

Our Service may include links to other sites not operated by us. If you get a payment link, click on an integrated API or third-party link, it may direct you to a third party's site. We strongly advise you to review the Terms of Use and Privacy Policy of every site you visit. We do not guarantee the identity of any user or third party, and we assume no control over and claim no responsibility for any third-party services or website content, practices, or policies.

License To Use Our Platforms

We grant you a non-assignable, non-exclusive and revocable license to use our Website and any of our platforms in the manner permitted by these Terms. This license grant includes all updates, upgrades, new versions and replacement platforms for you to use in connection with our Services. The Services are protected by copyright, trademark, and other laws both local and international. Nothing in these Terms gives you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features. All right, titles and interests in and to the Services are and will remain ours and/or licensors’ exclusive property. You also agree not to re-design, reproduce, alter, adapt, distribute, translate, reverse engineer, or attempt to create any source code derived from our Platform.

Security

Buyflowers provides a robust security framework to protect your account and transactions. However, you are accountable for:

• Maintaining adequate security and control over your Account sign-in details, passwords, API’s, personal identification number (PIN) associated with your Account.
• Keeping your contact details up to date so that you can receive any notices or alerts we may send to you.
• Maintaining control over your email mailbox, two-factor authentication (2FA) applications or phone number associated with your Account.
• You are responsible for all transactions conducted using your mobile phone, tablet, computer (personal or otherwise), or other electronic devices.

We are not liable for any damage or malfunctions caused by viruses or other malware that may affect your device or equipment. We advise the use of reputable virus screening and prevention software to be updated regularly to combat such viruses. Please note that:

• We will never seek access to your device or account.
• We will not request your personal identification number (PIN) or other identification code associated with your account.

You are to take steps to secure your account details adequately. We shall not be liable for failure to secure your account details, resulting in unauthorised access to your Account. You accept that you shall be held responsible for all activities that occur through your account and accept all risks thereof. In the event there is unauthorized access to your account, it is your responsibility to immediately lay a complaint to [email protected]

Intellectual property

Unless otherwise stated, we own the intellectual property rights and materials on our website and all our platforms. All text, formatting including without limitation the arrangement of materials on our website and platforms and the graphics, animation, tools, commercials, audio, video, articles, copy, trade names, logos and other materials and information on the website and platforms are subject to our intellectual property rights. We do not grant you any right, license, title or interest to any of our intellectual property rights that you may or may not have access to.

This content may not be copied, reverse engineered, decompiled, modified or reposted to other websites. Nothing on our platforms should be construed as granting by implication or otherwise, any license or right to use any trademark displayed on our website or platforms without our written permission or that of the such third party that may own the trademark. You agree to take such actions including executing all documents that may be needed to further affirm our intellectual property rights.

Prohibitions

You must not use your Buyflowers account to undertake any of the activities or activity set out in this section:

• Attempting to gain unauthorised access to the Our website or any account, transmitting or uploading any material to the Our website that contains viruses, trojan horses, malware, or any other harmful viruses or programmes.
• Fraudulent activity, including but not limited to taking any actions that perpetuate fraud or defraud Buyflowers or a Buyflowers’ customer, or the provision of any false, inaccurate, or misleading information to Us.
• Violation of any laws, statutes, rules and regulations.
• Undertaking, facilitating or supporting criminal activity of any kind, including but not limited to terrorism financing and money laundering, and or transactions facilitating illegal activity, stolen goods or the proceeds of crime.
• Malicious and abusive activity, including but not limited to imposing a disproportionately large load on Buyflowers’ infrastructure or otherwise taking any action that may negatively affect the performance of Our website or services.
• Transferring your Buyflowers Account access or rights to your Account to a third party, unless as required by law or with Buyflowers’ prior consent.
• Intellectual property infringement.

By opening an Account, you confirm that you will not use your account to undertake any of the above prohibited activities or any similar or related activity.

Warranty Disclaimer

WE TRY TO KEEP OUR WEBSITE AND SERVICES AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK. WE PROVIDE THE WEBSITE AND THE CONTENT “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND (INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT OUR WEBSITE, PLATFORM, PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE 100% FRAUD OR FAIL-PROOF, REMAIN FREE FROM ANY INTERRUPTION, BUGS, INACCURACIES, AND ERROR-FREE. YOUR USE OF OUR SERVICES ARE AT YOUR OWN RISK AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE THAT RESULTS IN THE LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM OUR WEBSITE, PLATFORM OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED. WE WARRANT THAT WE SHALL USE OUR BEST ENDEAVORS TO ENSURE THAT THE SERVICE OPERATES OPTIMALLY AT ALL TIMES IN ACCORDANCE WITH THE BEST INDUSTRY STANDARD.

Limitation of Liability

In no event shall we be liable for:

• any erroneous input of transaction details.
• unavailability of the Platform/Service at any time or your inability to use the Platform/Service.
• any loss arising from any failure or delay in any mobile phone network or internet service provider or defective device.
• Under no circumstances shall it be implied that we certify, endorse, sponsor or otherwise guarantee the sale or use of any business/vendors products and/or services.

UNDER NO CIRCUMSTANCE SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH) ARISING OUT OF OUR WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION INABILITY TO USE, OR ARISING FROM THE RESULT OF USE OF OUR WEBSITE, PLATFORM OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.

Without limiting the above, in no event will any liability of Buyflowers, its operating entities, or any other affiliates (including their respective directors, members, staff or agents) arise concerning your use of your Buyflowers Account, exceed (in aggregate) the fees earned by Buyflowers in connection with the use of your Buyflowers Account in the one month immediately preceding the event giving rise to the claim for liability.

Indemnification

You hereby indemnify us and undertake to keep us, our directors, staff and affiliates harmless and indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal/attorney fees and expenses) arising out of any breach by you of any provision of these Terms or arising out of any claim that you have breached any provision of these Terms. You hereby undertake to indemnify and hold us harmless from and against any claim, suit or proceeding brought against us arising from or in connection with violations of Intellectual Property or other rights of third parties in relation to your use of the Services.

Force Majeure

Under no circumstances shall we be held liable for any delay or failure or disruption of the content or services delivered through our Web and Mobile Apps and platforms resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, pandemics, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Termination, Suspension and Restriction of Access to Services

We hereby reserve the right to terminate, suspend or restrict your access to the Service without any notice or liability in the following circumstances;

• If we reasonably suspect that your Account is the subject of an operational or other error, in which case we may suspend access to your account until the error is rectified.
• We reasonably suspect that your Account has been or is being used with any unlawful, fraudulent or Prohibited Activity, or in breach of these Terms.
• If we believe that the user or the user’s Account is or has been associated with or poses a high risk of money laundering, financing terrorism, fraud, or any other financial crime.
• If we believe you are involved in any attempt to gain unauthorised access to any Buyflowers Account.
• We suspect you of taking any action that Buyflowers considers to be a circumvention of Our controls, including but not limited to opening multiple accounts.
• We are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority.

We will make every reasonable effort to notify you of any decision to terminate, restrict or suspend your account unless we are prevented from doing so by any court of law, legal or regulatory process or requirement or where doing so may compromise Buyflowers’s security. You accept and agree that we are not obligated to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your account. Buyflowers bears no liability to you in connection with the restriction, suspension or termination of your account.

You accept that, once your account is closed, we reserve the right to delete all your account information on our server and the right to retain any information required for legal and operational reasons.

Notices

All legal notices or demands to or upon us shall be made in writing and sent to us personally, by courier, certified mail, to our registered address on our website and our contact e-mail in the “Contact Us” clause below. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, or email to the last-known correspondence, fax or email address provided by the User. You consent and agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically satisfy the legal requirement that such communication should be in writing.

Updates, Modifications and Amendments

We reserve the right to update, modify, change or revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We advise that you check this page often, referring to the date of the last modification on the page. We will also try to notify you of any material changes which could be done via the email associated with your account or service notification. By continuing to use Buyflowers’s Services after the changes become effective, you agree to be bound by the revised Terms.

Breach of These Terms

Without prejudice to other rights accruable to us under these Terms, any breach of these Terms will warrant our execution of such measures that we deem appropriate to deal with the breach, which may include but shall not be limited to prohibiting, terminating or suspending your access to and/or use of our Website, Mobile App and other platforms, blocking computers using your IP address from accessing our Website, Mobile App and platforms, contacting your internet service provider to request that they block your access to our website or other platforms and/or instituting legal proceedings against you.

Governing Law and Dispute Resolution

These Terms of Use shall be interpreted and governed by the Laws of the Federal Republic of Nigeria. We shall try to settle all disputes amicably. Any dispute arising out of these Terms which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to Mediation and if Mediation fails, it shall further be referred to the exclusive jurisdiction of a court of competent jurisdiction in Nigeria.

Miscellaneous

Assignment: These Terms are personal to you, and you shall not transfer or assign any part or whole of this Agreement to or in favor of a third party. We may transfer or assign our rights, interests, licences and obligations at any time, including as part of a merger, acquisition, or any other corporate restructuring, provided that this transfer or assignment does not materially impact the quality of our Services.

Severability: If any provision hereof is pronounced to be illegal or unenforceable by a court of law or a tribunal of competent jurisdiction, such offending part shall be deemed to be a separate agreement and the unaffected part of this Agreement shall remain binding and enforceable.

No Partnership: Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.

Agency: Nothing in this Agreement shall be deemed or shall cause either you or Buyflowers to be treated as the agent of each other.

Validity: The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the Laws of the Federal Republic of Nigeria.

Entire Agreement: These Terms constitutes the entire agreement between you, the User and Buyflowers with regards to the matters dealt with herein and supersedes any prior terms, agreement or understanding between you and Buyflowers whether written or oral and any such prior terms are canceled as at the date hereof.

No Waiver: Buyflowers’s failure to enforce strict performance of any provision of these Terms will not constitute a waiver of a right to subsequently enforce such Terms. No modification, extension, or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of Buyflowers. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of these Terms.

Headings: Clause headings in these terms are for convenience only and shall not govern the meaning or interpretation of any provision.

Contact Us

If you have any complaints, feedback and/or questions about us, our Services and/or these Terms, you may contact us at [email protected]

Effective Date

These Terms of Use and Service is effective this 2nd day of January, 2025.