Article 1 – Definitions

In these terms, the following definitions apply:

Florintel
the general partnership operating under the name Florintel, established in Schiedam, the Netherlands.

Client / Grower
the natural or legal person engaging Florintel for brokerage, sales, marketing, data and AI-related services.

Buyer
the party purchasing products from the Client.

Services
all services provided by Florintel, including but not limited to commercial brokerage, sales support, marketing, data analysis, AI applications and temporary management of funds on behalf of the Client.

Agreement
the service agreement between Florintel and the Client to which these terms apply.

Article 2 – Applicability

1. These terms apply to all offers, quotations, agreements and services of Florintel, unless agreed otherwise in writing.

2. Deviations are only valid if agreed in writing.

3. In case of conflict, the agreement prevails over these terms.

Article 3 – Services and role allocation

1. Florintel acts as service provider and intermediary between Client and Buyer.

2. Florintel is not a party to sales agreements between Client and Buyer. Ownership and product responsibility remain with the Client.

3. Florintel’s obligations are best-effort obligations. No results or volumes are guaranteed.

Article 4 – Management of funds

1. Florintel may manage funds only if agreed in writing and via a separate escrow account.

2. Funds remain the legal and economic property of the Client.

3. Florintel maintains a separate administration for such funds.

Article 5 – Fees and payment

1. The Client owes fees and/or commissions as agreed in the agreement or quotation.

2. Payment must be made within the agreed term, without suspension or set-off.

3. Late payment results in statutory interest and collection costs.

4. VAT reverse-charge applies where agreed.

Article 6 – Obligations of the Client

1. The Client guarantees the accuracy and completeness of provided information.

2. The Client remains responsible for product quality, delivery and tax obligations.

3. The Client indemnifies Florintel against third-party claims arising from these obligations.

Article 7 – Liability

1. Florintel is not liable for damage resulting from incorrect information, actions of Buyer or Client, force majeure or circumstances beyond its control.

2. Liability for indirect or consequential damage or loss of profit is excluded.

3. Liability exists only in cases of intent or gross negligence.

4. Any liability is limited to the amount paid out by Florintel’s insurer.

Article 8 – Indemnification

The Client indemnifies Florintel against third-party claims, except in cases of intent or gross negligence by Florintel.

Article 9 – Force majeure

Florintel is not obliged to perform in cases of force majeure, including system failures, government measures, illness, strikes or natural disasters.

Article 10 – Term and termination

1. The agreement is entered into for a fixed or indefinite term.

2. Termination requires two months’ notice unless agreed otherwise.

3. Payment obligations already incurred remain valid.

4. Florintel may terminate immediately in case of bankruptcy or cessation of business.

Article 11 – Confidentiality and privacy

1. Personal data is processed in accordance with the GDPR.

2. Parties shall keep confidential all confidential information obtained.

Article 12 – Intellectual property

1. All intellectual property rights to analyses, dashboards, AI models, software and methodologies remain with Florintel.

2. The Client receives a non-exclusive right of use for internal purposes only.

3. Disclosure or reuse by third parties is prohibited without written consent.

4. No transfer of source code, AI logic or models occurs.

Article 13 – Data, security and execution

1. Florintel performs all services fully in-house.

2. No outsourcing or offshore development is used.

3. All data remains the property of the Client.

4. Data is used solely for performing the agreement and never for public AI models.

5. Data is processed within secure and agreed environments in compliance with the GDPR.

Article 14 – Amendments

1. Florintel may amend these terms.

2. Amendments will be communicated in advance.

3. Existing agreements remain governed by the original terms unless agreed otherwise.

Article 15 – Assignment

1. The Client may not assign rights or obligations without consent.

2. Florintel may assign rights and obligations in case of restructuring while ensuring continuity.

Article 16 – Governing law and disputes

1. Dutch law applies.

2. Disputes shall be submitted exclusively to the competent court in Rotterdam, the Netherlands.