Agreement on the use of the site (public offer)

Welcome to Posiflora©, an internet service to ensure the operation of flower companies, a solution for flower business automation and management.

This Website Terms of Use Agreement (hereinafter referred to as the Agreement) is a legally binding document that establishes the terms and conditions for the use of Posiflora© software available on the Internet under the domain https://posiflora.com/english/ and related mobile applications (hereinafter referred to as the Website).

POS Solutions Limited Liability Partnership, Business Identification Number (BIN) 220440035884 (hereinafter referred to as the Company) is the Licensor and the Copyright Holder in the territory of the Republic of Kazakhstan and other countries of the world, except for the Russian Federation and the Republic of Belarus.

The present Agreement is a public offer. Please read carefully the entire Agreement below. If you do not agree to abide by this Agreement, either in full or in part, please do not use the Website and do not register on it.

1. Subject of the Agreement

1.1. The Agreement governs the relationship between you as an individual entrepreneur or an organization that you represent (hereinafter referred to as the User) and the Copyright Holder.

1.2. The User’s information is provided during registration on the Website and made available for viewing and editing in the User’s personal account. The User does not act as a consumer in terms of consumer protection legislation.

1.3. The Copyright Holder details are listed in Clause 13 hereof.

1.4. The Licensor grants the User the right to use the Website for a fee and, at the instruction of the User, provides the User with fee-based services in the manner and on the terms set forth herein.

1.5. The license (sub-license) granted to the User under the Agreement is simple (non-exclusive). The Licensor retains the right to grant licenses (sub-licenses) to other parties accordingly.

1.6. The license (sub-license) is granted for the entire period of the User’s registration with the Website.

1.7. Under this Agreement, the User is allowed to use the Website in the territory at the place of the state registration of the User and their branches (if any).

1.8. The amount and procedure for the payment of the fee for the right to use the Website are indicated on the relevant pages of the Website (hereinafter referred to as the Tariff) and made available for acceptance by the User before the payment. The User shall independently select a Tariff on the Website and undertake to pay for the acquired rights to use the Website in accordance with the selected Tariff.

1.9. At the request of the User, the Licensor shall implement an (additional) point of sale of the User on the Website (hereinafter referred to as the Implementation), and the User shall pay the Licensor for the Implementation in accordance with the terms hereof. At the instruction of the User, the Licensor shall provide the User with services, and the User shall pay the Licensor for such services in accordance with the terms hereof. The information about the services of the Licensor (description, price, payment procedure, and other information) is indicated on the relevant pages of the Website or in the User’s personal account or communicated by the Licensor to the User via e-mail or in any other way at the discretion of the Licensor. Such services may include: set-up of the User’s information infrastructure and its integration with the Website, Instagram Shopping connection, set-up of advertising campaigns, invoice import, training of the User and their representatives, or consulting.

1.10. The present Agreement is a mixed agreement that contains elements of a license (sub-license) agreement in terms of granting rights for the use of the Website and elements of a fee-based service agreement in terms of services.

1.11. The present Agreement is an adhesion contract. Your use of the Website means that You, as the User and party to this Agreement, agree to all its clauses and unconditionally accept all its terms. The fact of using the Website by the User, including, but not limited to, the registration on the Website by the User and User’s login in the personal account on the Website, is considered to be a complete and unconditional acceptance of this Agreement.

2. Obligations of the User

2.1. The User undertakes:

2.1.1. to pay the fee for the right to use the Website in accordance with the selected Tariff and pay for the Licensor’s services on a prepayment basis;

2.1.2. to use the Website for the automation and management of the flower business owned exclusively by the User, and not to use the Website in the interests of third parties;

2.1.3. to register according to the procedure indicated on the relevant page of the Website;

2.1.4. not to re-register and/or register providing other data, except for cases when acting in the name and /or on behalf of another party;

2.1.5. when registering on the Website, to provide all the information required to reliably identify the individual entrepreneur or company acting as the Party to this Agreement (hereinafter referred to as the Account Data);

2.1.6. at the request of the Licensor, to confirm the validity of the Account Data by undertaking the actions requested by the Licensor and/or providing the Licensor with the documents requested;

2.1.7. to keep the Account Data updated and promptly apply the necessary changes to such data;

2.1.8. to keep their login and password used on the Website confidential, not do disclose or share their login and password with third parties;

2.1.9. to take adequate protection measures to keep their login and password confidential, preventing unauthorized access to the Website by any third party or unauthorized person on behalf of the User;

2.1.10. to immediately inform the Licensor via e-mail about any cases that pose a threat of unauthorized access to the Website on behalf of the User, e.g., when the login and password are compromised or the User cannot access the live Website under their login and password, etc.;

2.1.11. to independently check and evaluate the information entered on the Website by the User to see if it is allowed under the applicable legislation and ensure that no legal rights of third parties are violated, including the personal data protection laws;

2.1.12. to refrain from entering on the Website any information, the dissemination of which is restricted or prohibited by the applicable legislation and/or which may violate the rights of third parties in any other way;

2.1.13. in case of a claim from third parties (including other users of the Website) in connection with the User’s actions involving the Website, to enter into negotiations with such a third party to resolve the claim at the User’s own expense and without the participation of the Licensor;

2.1.14. to have legal access to the Internet;

2.1.15. to provide the Licensor with reliable information on the User’s information infrastructure as well as other documents and data required by the Licensor to implement the User’s point of sale or render services;

2.1.16. to fulfill other obligations stipulated by this Agreement, the terms and conditions set forth on the relevant pages of the Website, and the applicable legislation.

3. Obligations of the Licensor

3.1 The Licensor undertakes:

3.1.1. to set the Tariffs, the fee for the Implementation, and the fee for the Licensor’s services, and inform the User on the amount and procedure for payment via the User’s personal account, e-mail, or in any other way at the discretion of the Licensor;

3.1.2. to grant the User the right to use the Website (the Copyright Holder shall grant a license, while the Company shall grant a sub-license);

3.1.3. to provide the User with the possibility of flower business automation and management to the extent provided by the functionality of the Website;

3.1.4. to render services to the User in accordance with the terms hereof;

3.1.5. not to change or edit the information entered by the User;

3.1.6. to keep the User’s information and provide the User with access to it in accordance with the functionality of the Website;

3.1.7. to block access to the User’s information from the moment the Licensor becomes well aware of the fact that the dissemination of the information entered by the User is restricted or prohibited by the applicable legislation and/or such information violates the legal rights of third parties;

3.1.8. to process the personal data of the User’s representatives in accordance with their consent expressed in this Agreement and the requirements of the Law on Personal Data and their Protection of the Republic of Kazakhstan and the applicable legislation;

3.1.9. to inform the User on the most significant changes in the operation of the Website by posting relevant notifications on the Website, sending a notification to the User’s e-mail, sending an SMS to the User, or in any other way at the discretion of the Licensor;

3.1.10. to provide the User with technical support regarding the use of the Website in the form of written consultations at the requests submitted by the User to the technical support e-mail (support@posiflora.com), via Telegram (https://t.me/PosifloraSupportBot), or other communication channels used by the Licensor for technical support of users;

3.1.11. to keep confidential the personal data of the User’s representatives and not to disclose them to third parties without the prior consent of the User, except as expressly provided for by the applicable legislation;

3.1.12. to keep confidential the information on the information infrastructure of the User as well as documents and data provided by the User to the Licensor and required to render services; to use the indicated information, documents, and data solely for the purposes of rendering services;

3.1.13. to fulfill other obligations stipulated by this Agreement and the applicable legislation.

4. Personal Data of the User’s Representatives

4.1. The User’s representative shall give the Licensor their consent to the processing of their personal data (full name, address, e-mail, phone number, and other data provided by the User or their representative on the Website) to ensure the functioning of the Website and allow advertising and information messages (at the discretion of the Licensor) to be sent to the User via e-mail, by SMS, or in other ways at the discretion of the Licensor. The Licensor undertakes not to abuse its right to send such advertising and information messages to the User.

4.2. The User’s representative shall give the Licensor their consent to the disclosure of their personal data to a third party that presented a reasonable, in the Licensor’s opinion, claim to the Licensor regarding the information entered by the User on the Website, in case the User refrains from fulfilling their obligation to enter into negotiations with such a third party to resolve the claim at the User’s own expense and without the participation of the Licensor.

4.3. The User shall obtain consent to the processing of personal data from their clients and customers (in case such personal data are processed on the Website) in the form that can be provided to the Licensor at its request as a proof of obtaining proper consent from the User’s clients and customers. The User undertakes to independently and without the participation of the Licensor comply with the requirements of the personal data protection laws applicable to the User’s activities with the use of the Website.

5. Intellectual Property

5.1. The Website is the intellectual property of the Copyright Holder. At its discretion, the Copyright Holder may from time to time make changes to the Website.

5.2. The Licensor grants the User the right to use the Website to the extent provided by the functionality of the Website, by accessing the Website and its functionality via the Internet and using mobile applications in accordance with the terms hereof.

5.3. The User is not allowed to use (independently or by utilizing software and/or technical means) the Website, its constituent parts, including its design elements, and the content of other Website users in any other way not stipulated by the functionality of the Website, without the prior written consent of the Copyright Holder.

5.4. All the information on the Website is classified into two categories:

5.4.1. the information in Website sections without access limitation, available to all Internet users, and

5.4.2. the information in Website sections with limited access, available only to authorized users, e.g., the User’s personal account.

The information shall mean any information, data, images, and materials of any kind, etc. in a digital form, made available through the Website.

5.5. In sections with limited access, the following provisions apply:

5.5.1. the information available to the User but not entered by the User on the Website is the know-how of the Copyright Holder;

5.5.2. the information available to the User and entered by the User on the Website is the joint know-how of the User and the Copyright Holder;

5.5.3. The User undertakes to keep the know-how confidential for an indefinite period. The User is not allowed to disclose the know-how they have become aware of as a result of using the Website;

5.5.4. The User does not become a co-author of the Website and waives any future claims for such authorship. The Licensor shall not pay the User a copyright or any other remuneration, both during the term of this Agreement and after its expiration;

5.6. The User gives the Copyright Holder their consent to the use by the Copyright Holder of the know-how entered by the User on the Website, in any form and any way at the discretion of the Copyright Holder.

6. Implementation of an (Additional) Point of Sale and Implementation Support

6.1. The Licensor shall implement the first point of sale of the User on the Website after the User’ registration on the Website. When opening a new point of sale, the User shall request the implementation of an additional point of sale from the Licensor. The cost of the Implementation of an additional point of sale is indicated on the relevant pages of the Website and made available for acceptance by the User before the payment.

6.2. The Licensor shall implement such an additional point of sale after receipt of pre-payment for the Implementation in full.

6.3. In accordance with the Implementation data, the Licensor shall grant the User the right to use the Website in respect of the (additional) point of sale indicated during the Implementation, to the extent provided by the functionality of the Website.

6.4. Within two weeks following the Implementation (hereinafter referred to as the Implementation Support Period), the Licensor undertakes to, at no additional cost for the User, provide the User with the support of the Implementation. The content of support is determined by the Licensor with account for the information, documents, and data provided by the User as well as based on the practical experience of the Licensor in the support of the Implementation of (additional) points of sales, and may include various actions and activities of the Licensor, including, e.g.:

  1. point-of-sale setup: registering a tablet or similar device, setting the time zone, modes of payment, currency, point-of-sale address, employees;
  2. stock: assisting in the formation of a stock item database, setting up product categories and folders, establishing products sold in parts, setting up bar coding (if any);
  3. equipment setup: setting up a fiscal printer, connecting acquiring;
  4. clients: setting up a loyalty system, importing a client base in the .xlsx, .ods, and .csv formats;
  5. reference books: setting the grounds for a discount / extra charge, setting the grounds for a withdrawal, pre-order tags, sources of deals, a florist calendar, customer preferences;
  6. training: ensuring training of the User, group training of the User's representatives, e.g., cashiers;
  7. operation support: providing support on the first day of operation.

6.5. Implementation support after the expiration of the Implementation Support Period shall be provided by the Licensor on a fee basis.

7. Fee Refund Policy

7.1. Under this Agreement, the User acquires the rights to use the Website, which consists of a number of protected results of intellectual activity (intellectual property), rather than a tangible asset (goods).

7.2. The User shall independently estimate the period of the Website use and pay the appropriate fee for the right to use the Website. The paid fee is non-refundable.

7.3. In case of early termination of the Agreement, the paid fee for the right to use the Website is not refunded. The User is entitled to continue using the Website until the end of the paid period unless the User’s access to the Website is suspended or terminated by the decision of the Licensor.

8. Responsibilities of the User and the Licensor

8.1. The User and the Licensor shall be responsible for their actions in accordance with the applicable legislation and this Agreement.

8.2. The Licensor shall not be responsible for the information entered by the User on the Website.

8.3. The User shall be independently responsible for any information and materials posted on the Website. The Licensor does not initiate the posting of such information or choose its recipients, exerts no effect on the content and integrity of the information posted, and, as of the moment of its posting by the User on the Website, does not and cannot know whether such posting violates the applicable legislation. However, the Licensor may track, view, and/or delete any information and materials posted by the User on the Website.

8.4. The Licensor grants the rights to the Website and information on the Website and renders services on an “as is” basis, i.e., without any explicit or implied warranties as to the Website and services. In particular, the Licensor does not guarantee the absence of errors and failures in the operation of the Website.

8.5. Under no circumstances, including, but not limited to, the carelessness or negligence of the User, the Licensor shall be liable for any damage (direct or indirect, accidental or consequential), including, but not limited to, the loss of data or profits associated with the use or inability to use the Website, information, or materials on it, even if the Licensor or its representatives have been warned about the possibility of such loss. In the event that the use of the Website results in the need for additional maintenance, readjustment, or repair of any equipment as well as data recovery, all associated costs shall be paid by the User.

8.6. To the extent permitted by law, the Licensor completely disclaims any liability, express or implied, including, but not limited to, implicit warranties of fitness for purpose as well as guarantees of the legality of any information, product, or service obtained or purchased with the use of this Website.

8.7. The User agrees that all materials and services of the Website or any part thereof may be accompanied by advertising, and such ad placement is not initiated or controlled by the Licensor. The User agrees that the Licensor does not bear any responsibility or have any obligations in connection with such advertising.

8.8. The User shall be responsible for all actions on behalf of the User, committed after the User’s login and password are entered on the Website, unless the User proves that such actions were performed not by the User but by another person.

8.9. In the event that third parties present claims to the Licensor regarding the use of the Website by the User, the User undertakes to independently settle such claims and reimburse the Licensor for all losses incurred, including reimbursement of fines, legal expenses, costs, and compensations.

9. Settlement of Disputes

9.1. All disputes and disagreements that may arise between the Licensor and the User shall be settled using the claim procedure.

9.2. To settle the dispute, one Party to the Agreement sends the other Party a written claim by mail with acknowledgment of receipt and, at the same time, sends a copy of such a claim by e-mail. The User sends a copy of their claim to the e-mail for the copies of claims. The Licensor sends a copy of its claim to the User’s e-mail.

9.3. Anonymous claims as well as claims that do not contain the User’s Account Data making it possible to reliably identify the Parties to this Agreement will not be considered by the Licensor.

9.4. The claim response period is thirty (30) calendar days from the date of claim receipt by mail.

10. Circumstances Relevant to the Agreement

10.1. The Parties enter into the Agreement based on the reliability, completeness, and relevance of the following information:

10.2. The User is of legal age, who has not been declared incapacitated or having limited legal capacity.

10.3. No bankruptcy procedure has been initiated against the User.

10.4. The User is a currently operating individual entrepreneur or legal entity, in respect of which no decision on liquidation or other decision on operation suspension or termination has been made.

10.5. The User is authorized to enter into the Agreement.

10.6. The Agreement is not considered a major transaction or a related-party transaction for the User. If the conclusion of the Agreement by the User requires compliance with particular corporate procedures, then the User shall confirm that all the required procedures have been carried out and the required consents and approvals have been duly obtained.

10.7. The exchange of legally significant messages and documents between the Parties can be carried out, in particular, by exchanging messages on the Website and via e-mail. To confirm that a document or message comes from the Party under the Agreement, the Parties use a simple electronic signature that includes a unique number in the system and the name of the User and the Licensor, respectively. The Parties also may use other electronic signatures to send legal documents.

11. Entry into Force and Term of the Agreement

11.1. The Agreement shall come into force and become binding on the Licensor and the User as of the moment the User starts using the Website. The moment the User starts using the Website is established as the earliest date determined in accordance with the automatic history records and the Website database as well as the data from the Website billing system.

11.2. The Agreement is valid for one calendar year from the date of its entry into force. On the last day of the term of this Agreement, the Agreement is considered extended by the Parties for the next calendar year.

11.3. The User may unilaterally (out of court) refuse to perform this Agreement at any time. For these purposes, the User shall send the Licensor a corresponding notification with the use of the Website.

11.4. The Licensor may unilaterally (out of court) refuse to perform this Agreement at any time. For these purposes, the Licensor, at its discretion, suspends or terminates the User’s access to the Website. In particular, the Licensor suspends the User's access to the Website if the User’s last login in the User’s personal account on the Website was more than six (6) months ago; and the Licensor terminates the User’s access to the Website if the User’s last login in the User’s personal account on the Website was more than twelve (12) months ago.

12. Final Provisions and Procedure for Amending the Agreement

12.1. This Agreement and the service terms set forth on the relevant pages of the Website replace all prior oral and written agreements, contracts, and arrangements made in any form between the User and the Licensor in terms of their content.

12.2. The User is not allowed to transfer (assign) their rights and obligations to third parties.

12.3. The Licensor may at any time and at its sole discretion amend the Agreement and/or service terms without prior and/or subsequent notification of the User. The Licensor publishes amendments to the Agreement or a new version of the Agreement on the Website at the permanent URL address of this Agreement. The Licensor publishes amendments to the service terms or their new version on the relevant pages of the Website.

12.4. The Licensor independently sets the Tariffs. The Licensor may introduce new Tariffs, amend, supplement, or cancel the existing Tariffs. Amendments and additions come into force for the User after the User agrees with such amendments and additions. In case a Tariff is canceled, it becomes archived and is no longer available for selection by the User.

12.5. The Licensor independently determines the list and content of the services provided, their terms as well as the amount and procedure for payment for the services provided. The Licensor publishes these terms on the relevant pages of the Website.

12.6. The continued use of the Website by the User after any amendments to the Agreement and/or service terms set forth on the relevant pages of the Website means the User’s full and unconditional acceptance of such amendments.

12.7. The User is allowed to read the service terms before ordering the relevant services.

12.8. Nothing in this Agreement can be understood as the establishment of partnership relations, joint venture relations, employment relations, agency relations, or any other relations not expressly provided for in the Agreement, between the User and the Licensor.

12.9. If any provision of the Agreement is held invalid or unenforceable by a court, this shall not entail invalidity of other provisions of the Agreement.

13. Company Details

Beneficiary’s name
POS Solutions Limited Liability Partnership (POS Solutions) OGRN 1186196036960
Beneficiary’s address:
39 KBe Abubakir Kerderi street, Uralsk, Kazakhstan L01T7K1
Account No:
KZ04998RTB0001475118
SWIFT:
TSESKZKA
Beneficiary’s bank:
First Heartland Jusan Bank
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