PENELOPE’S TRADE

Terms & Conditions

Penflo Retail Limited (Company No. 16604769)
Trading as “Penelope’s Trade” · Registered in England & Wales
Incorporating FreshProof Damage Verification

Contents

• About These Terms (Plain-English Summary)
• 1. Definitions and Interpretation
• 2. Business Customers Only (Strict B2B Status)
• 3. Trade Accounts, Registration & Access
• 4. Orders (Pre-Orders and In-Stock Orders)
• 5. Pricing, Invoices, Payment & Late Fees
• 6. Delivery, Risk & Responsibility
• 7. Quality, Inspection & Complaints (FreshProof)
• 8. Non-Perishable Goods & Sundries
• 9. Liability, Limits of Liability & Indemnity
• 10. Intellectual Property
• 11. White Labelling & Fulfilment Partner Services
• 12. Defamation, Public Statements & Online Conduct
• 13. Account Suspension, Termination & Consequences of Breach
• 14. Data Protection & Privacy (GDPR Compliance)
• 15. Governing Law & Jurisdiction

About These Terms (Plain-English Summary)

This summary is to help You understand these Terms. It is not a substitute for them — the numbered Sections below are what legally apply. These Terms are written to be fair and proportionate to both sides while reflecting that We sell living, perishable, internationally transported flowers to businesses, not to consumers.

1. Definitions and Interpretation

1.1 In these Terms, the following expressions have the meanings set out below:

1.1.1 “We”, “Us”, “Our” means Penflo Retail Limited (Company No. 16604769), trading as “Penelope’s Trade”.

1.1.2 “You”, “Your”, “Customer” means any trade professional, commercial operator, florist, business entity, sole trader, partnership, limited company or individual acting wholly for business purposes who purchases Goods from Us.

1.1.3 “Trade Account” means the business account created by You to access wholesale pricing and place trade orders through Our platform.

1.1.4 “Credit Account” or “Trade Tab” means the optional commercial credit facility offered at Our discretion and subject to the Credit Terms in Section 5B, including a mandatory Personal Guarantee.

1.1.5 “Goods” means all fresh flowers, foliage, plants, bouquets, arrangements, decorative materials, sundries, accessories, or any items supplied by Us.

1.1.6 “Pre-Order” means any order placed in advance for imported, farm-allocated, or specially reserved stock.

1.1.7 “In-Stock Order” means any order placed for Goods physically held by Us at the time of ordering.

1.1.8 “Invoice Deadline” means the strict twenty-four (24) hour period in which non-credit Customers must pay their invoice in cleared funds unless they hold an approved Credit Account.

1.1.9 “Credit Limit” means the maximum amount of outstanding credit permitted on a Credit Account, set by default at £500 unless We expressly approve a higher limit in writing.

1.1.10 “Working Day” means Monday to Friday, excluding public holidays in England.

1.1.11 “Terms” means these Penelope’s Trade Terms & Conditions, as amended from time to time.

1.1.12 “Personal Guarantee” means the legally binding confirmation given by an individual Customer applying for a Credit Account, accepting full personal liability for all debts, invoices, recovery costs, and charges arising from use of the Credit Account, regardless of any trading name.

1.1.13 “Delivery Date” means the date scheduled for delivery of the Goods, which also serves as the due date for invoices issued under a Credit Account.

1.1.14 “Requested Delivery Day” means the day You ask Us to aim for when placing an order. It is a target only and is never a guaranteed or contractual delivery date (see Section 6).

1.1.15 “FreshProof” means Our mandatory digital damage-verification system, accessed by scanning the FreshProof QR code printed on the top of each delivery box and following the on-screen prompts. FreshProof is the only accepted method of reporting damage, shortage, or quality issues with fresh Goods.

1.1.16 “FreshProof Report” means a complete submission made through FreshProof, including all required photographs, captured and submitted within the FreshProof Window.

1.1.16A “FreshProof Window” means the period of two (2) hours from the courier’s recorded delivery time, within which a complete FreshProof Report must be submitted (clause 7.3).

1.1.17 “Imperfection” means a natural, cosmetic, minor, or transit-related characteristic of fresh flowers that does not constitute Damage, as described in Section 7.

1.1.18 “Damage” means Goods that physically arrive in a damaged, defective, dead, decayed, frozen, mouldy, contaminated, materially short, or incorrect state on delivery, judged on their condition at the point of delivery and verified through FreshProof. The natural behaviour, lifecycle, and minor variation of fresh flowers is not Damage (see clause 7.4).

1.1.19 “Account Credit” means a credit applied to Your Trade Account for use against future orders. It is the sole remedy We offer for accepted claims. It is not a cash refund and is not redeemable for money.

2. Business Customers Only (Strict B2B Status)

2.1 Penelope’s Trade operates exclusively as a business-to-business supplier. By creating a Trade Account or placing an order, You confirm that You are acting solely in the course of Your trade, business, or profession.

2.2 You acknowledge that the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, and all other consumer legislation do not apply to any purchase made from Us.

2.3 By opening a Trade Account, You warrant that the following information is accurate and complete:

• 2.3.1 Your business or trading name;
• 2.3.2 Your trading address;
• 2.3.3 Your business type (sole trader, partnership, limited company);
• 2.3.4 a business telephone number and email address;
• 2.3.5 any VAT number (if applicable).

2.4 We may request proof of business activity at any time. Failure to provide this may result in suspension or closure of Your Trade Account.

2.5 Use of a personal name, home address, or personal email does not convert the transaction into a consumer contract. All purchases remain strictly commercial transactions.

2.6 You accept full commercial responsibility for: strict payment deadlines; non-cancellable Pre-Orders; business-level delivery risks; handling and conditioning of perishable Goods; and all commercial debt recovery actions.

2.7 You must not rely on consumer law in any dispute, chargeback, or complaint. Attempting to do so is a breach of these Terms.

2.8 If You apply for a Credit Account, You acknowledge that it is a commercial credit facility and is subject to a Personal Guarantee and the Credit Terms in Section 5B.

2.9 By creating a Trade Account or placing any order, You confirm that You have read, understood, and agree to be bound by these Terms in full; that You enter into each contract as an experienced commercial buyer of perishable goods; and that You do not rely on any statement, representation, sample image, or assurance not expressly set out in these Terms.

2.10 These Terms apply to every order and prevail over any purchase order, email footer, or terms of Your own, whether or not submitted before or after these Terms. No conduct, course of dealing, or acceptance of Your documents varies these Terms unless We expressly agree in writing signed by Us.

3. Trade Accounts, Registration & Access

3.1 To purchase Goods from Us, You must create a Trade Account through Our website or place an order through a communication method approved by Us, including WhatsApp. All information You provide must be complete, accurate, and kept up to date.

3.2 By opening a Trade Account, You confirm that You are acting solely for business purposes and meet the definition of a trade customer under Section 2 of these Terms.

3.3 We reserve the absolute right to approve, decline, suspend, or terminate any Trade Account at Our discretion and without obligation to provide a reason.

3.4 You are responsible for maintaining the confidentiality of Your login details. Any order placed using Your credentials — whether by You, Your staff, or any third party — will be treated as authorised by You.

3.5 If You believe Your account has been accessed without permission, You must notify Us immediately. We are not responsible for any orders or losses incurred before You have informed Us.

3.6 We may suspend, restrict, or terminate Your Trade Account at any time where: invoices are not paid within required deadlines; You exceed Your Credit Limit without approval; You provide incomplete, false, or misleading information; You misuse trade pricing, credit facilities, or ordering channels; You behave abusively or unprofessionally towards Our staff; or We reasonably believe continued access poses a risk to Our business.

3.7 Suspension or closure of Your Trade Account does not release You from any outstanding debt, recovery charges, or payment obligations that have arisen under these Terms.

3.8 We may amend, update, or modify the Trade Account system at any time. Continued use of Your Trade Account constitutes acceptance of any updated Terms.

3.9 Orders Placed via WhatsApp or Direct Message

Any order placed through WhatsApp, SMS, email, Instagram message, or any other communication channel approved by Us is legally binding and subject to the same Terms as orders placed through the website.

3.9.1 By placing an order via WhatsApp or any messaging platform, You expressly accept that these Terms apply in full.

3.9.2 Screenshots, message logs, and timestamps may be used as evidence of order confirmation.

3.10 We are not responsible for system downtime, internet failure, or platform errors affecting Your ability to access Your Trade Account. Orders may still be placed via WhatsApp where appropriate.

4. Orders (Pre-Orders and In-Stock Orders)

4.1 All orders placed with Us, whether through the website, WhatsApp, or any approved communication channel, are binding commercial commitments. By placing an order, You agree to be legally bound by these Terms.

Pre-Orders

4.2 A Pre-Order is an order for stock allocated in advance, including imported flowers, farm-reserved stems, or any Goods secured specifically for You.

4.3 Pre-Orders are strictly non-cancellable and non-refundable. Once the order is placed, farms allocate and cut stock based on Your request, and financial commitments begin immediately.

4.4 By placing a Pre-Order, You accept full commercial responsibility for: the allocated stock; the total order value; payment within the required deadline; and any deposit required for orders exceeding Your Credit Limit.

4.5 Pre-Orders cannot be amended once submitted. Any amendment will be treated as a new order, and the original order remains payable in full.

4.6 If You fail to pay for a Pre-Order, We may suspend Your Trade Account, withdraw stock, refuse future orders, and pursue the outstanding balance as a commercial debt.

In-Stock Orders

4.7 In-Stock Orders relate to Goods physically held by Us at the time of ordering.

4.8 In-Stock Orders are processed immediately and cannot be cancelled or changed once placed.

4.9 In-Stock Orders placed before the published daily cut-off times will be dispatched in accordance with Our delivery schedule.

Order Deadlines & Allocation

4.10 Order deadlines, delivery schedules, and cut-off times are published on Our website or communicated directly by Us. It is Your responsibility to ensure orders are placed before the relevant deadline.

4.11 Stock allocation is made in strict order of confirmed purchases. A Pre-Order is not confirmed until We have issued an invoice.

4.12 Where demand exceeds availability, We may allocate stock at Our sole discretion. Our decision on allocation is final.

Deposits & Credit Limit

4.13 Customers without a Credit Account, or whose orders exceed their Credit Limit, may be required to pay a non-refundable deposit to secure stock.

4.14 Deposits must be paid immediately upon request. Orders requiring deposits are not secured until payment is received.

4.15 Deposits are strictly non-refundable, including where You cancel the order, You decrease the order quantity, Your business closes, or You fail to collect or accept delivery.

No Cooling-Off Period

4.16 As all orders are placed strictly on a commercial B2B basis, no cooling-off period applies, and no order may be cancelled for reasons permitted under consumer legislation.

4.17 You acknowledge that fresh flowers are perishable goods, and cancellation at any stage would cause Us financial loss; therefore all confirmed orders remain payable in full.

5. Pricing, Invoices, Payment & Late Fees

5.1 Pricing

5.1.1 All prices shown on Our website or communicated directly to You are exclusive of VAT unless stated otherwise.

5.1.2 Prices may fluctuate based on market conditions, availability, seasonality and farm costs.

5.1.3 The price confirmed at the time of ordering is the price payable.

5.1.4 Price changes do not affect orders that have already been invoiced.

5A. Standard Payment Terms (Non-Credit Customers)

This section applies to all Customers unless they have been expressly approved for a Credit Account under Section 5B.

5A.1 All invoices must be paid in full within twenty-four (24) hours of being issued (“Invoice Deadline”).

5A.2 An order is only fully confirmed once an invoice has been issued. Failure to pay within the Invoice Deadline may result in: cancellation of the order; withdrawal of allocated stock; suspension of Your Trade Account; or referral to commercial debt recovery.

5A.3 We accept payment by debit card, credit card, bank transfer, or any method We specify from time to time.

5A.4 Deposits required for orders exceeding Your non-credit allowance must be paid immediately. Deposits are strictly non-refundable.

5A.5 Any invoice unpaid after the Invoice Deadline is treated as a commercial overdue debt and may incur: a fixed late fee under the Late Payment of Commercial Debts Act 1998; interest at 8% above the Bank of England base rate; and reasonable recovery and legal costs.

5A.6 Nothing in this section applies to Customers who hold an approved Credit Account. For such Customers, Section 5B applies in full.

5B. Credit Account Terms

This section only applies to Customers who have applied for, been approved for, and accepted the Credit Account Terms and the Personal Guarantee.

5B.1 The Credit Account is a commercial credit facility offered entirely at Our discretion.

5B.2 The default Credit Limit is £500. Customers may not exceed this amount unless We expressly approve a higher limit in writing.

5B.3 We may reduce, suspend or withdraw the Credit Limit at any time, with or without notice.

5B.4 By applying for a Credit Account, the individual entering into the agreement provides an irrevocable Personal Guarantee, accepting full personal liability for all invoices; all outstanding balances; all late fees, interest, and charges; and all legal and recovery costs.

5B.5 This Personal Guarantee applies regardless of any trading name, Instagram name, business name or entity used. The individual remains the debtor.

5B.6 Invoices issued under a Credit Account are due in full on the scheduled Delivery Date, not the order date.

5B.7 A delivery attempt constitutes delivery for the purpose of determining the invoice due date.

5B.8 Any invoice unpaid after the Delivery Date is treated as an immediate overdue commercial debt and may incur: a fixed statutory late fee (£40–£100 depending on invoice value); interest at 8% above the Bank of England base rate, accruing daily; and debt-recovery charges and legal fees.

5B.9 If a Credit Account invoice becomes overdue, We may immediately suspend the Credit Account; suspend the entire Trade Account; cancel any pending orders (Pre-Orders or In-Stock Orders); refuse future orders; and commence recovery action without further notice.

5B.10 Suspension or closure of the Credit Account does not release You from any outstanding balance.

5B.11 When applying for a Credit Account, You consent to Us storing Your acceptance of these terms; the timestamp and IP address of acceptance; Your home address as the enforcement address; Your Personal Guarantee; and all credit-related activity for evidence in any enforcement action.

5C. Chargebacks, Set-Off & Payment Conduct (All Customers)

This section applies to every Customer, whether or not they hold a Credit Account.

5C.1 Time for payment is of the essence. Every payment obligation under these Terms is a strict condition, and any failure to pay in full and on time is a material breach.

5C.2 You must pay every invoice in full without deduction, withholding, counterclaim, or set-off of any kind. You may not withhold or reduce payment because of an alleged shortage, defect, delay, dispute, or pending FreshProof claim; You must pay first and pursue any accepted claim separately under Section 7.

5C.3 You agree not to initiate any card chargeback, payment reversal, indemnity claim, or bank recall in respect of any sum properly due to Us. Your sole route for any dispute is the process set out in these Terms. Raising a chargeback instead of following these Terms is a breach, and You authorise Us to defend it using Your order history, delivery evidence, and FreshProof records.

5C.4 Any chargeback or reversal that is later overturned, withdrawn, or found to be unjustified entitles Us to recover the original sum together with all bank fees, administration charges, statutory late fees, interest, and recovery costs as a commercial debt.

5C.5 We may apply any payment You make to the oldest outstanding invoice first, regardless of any allocation You attempt. We may also set off any sum You owe Us against any sum (including white-label monies) We owe You.

5C.6 All sums are payable in pounds sterling in cleared funds. You bear any transfer, currency, or processing charges.

6. Delivery, Risk & Responsibility

6.1 Delivery Methods and Timing

6.1.1 Delivery schedules, cut-off times, and shipping methods are published on Our website or communicated directly by Us.

6.1.2 The Requested Delivery Day and any delivery dates We quote are estimates and targets only. They are not guaranteed and do not form a contractual term of Your order.

6.1.3 Fresh flower logistics depend on international freight, customs and plant-health inspections, farm schedules, courier handling, temperature conditions, and external factors outside Our control.

6.1.4 We are not liable for delays, late delivery, delivery on a different day to the one requested, misrouting, or courier errors of any kind. By placing an order, You accept these inherent risks of buying fresh flowers and remain fully bound by the order.

6.2 Dispatch

6.2.1 In-Stock Orders placed before the daily cut-off time will be dispatched for next-day delivery where possible.

6.2.2 Pre-Orders will be dispatched in accordance with the farm shipment schedule communicated by Us.

6.2.3 Orders placed after the cut-off time will be processed the next Working Day.

6.3 Risk and Title

6.3.1 Risk passes to You immediately upon delivery to the address provided, including safe-place delivery or neighbour delivery.

6.3.2 Title (ownership) passes to You only once payment has been received in full and in cleared funds.

6.3.3 Where delivery is made to a shared premises, communal area, building reception, safe place, neighbour, or business unit, the order is treated as delivered and payable in full.

6.4 Delivery Addresses and Access Instructions

6.4.1 You are responsible for providing an accurate delivery address and relevant access instructions.

6.4.2 If a courier cannot deliver due to incorrect or incomplete details, the order remains payable in full.

6.4.3 If You request delivery to a third-party venue, workplace, event location, shop, studio, or home, You do so entirely at Your own risk.

6.5 Safe Place and No-Contact Delivery

6.5.1 Couriers may leave parcels in a safe place or with a neighbouring address.

6.5.2 Such delivery will be treated as completed, and the order becomes fully payable.

6.5.3 We accept no liability for theft, damage, exposure, or deterioration after delivery.

6.6 Temperature & Perishable Sensitivities

6.6.1 Fresh flowers are highly perishable and temperature-sensitive.

6.6.2 Once delivered, You are fully responsible for bringing the Goods indoors immediately; storing them appropriately; and conditioning, trimming, hydrating, and cooling them correctly.

6.6.3 We accept no liability for damage caused after delivery due to temperature, handling, or conditioning.

6.7 Courier Errors & Delays

6.7.1 We will assist You with courier issues, but We are not responsible for delays, mishandling, scanning errors, misrouting, or courier communication failures.

6.7.2 Any compensation offered by the courier (if any) will be passed to You at Our discretion.

6.7.3 No delay or courier error entitles You to cancel, refuse payment, or reject the Goods.

6.8 Proof of Delivery

6.8.1 Courier tracking data, GPS timestamps, delivery photos, or signature logs will be accepted as conclusive proof of delivery.

6.8.2 Once delivery is marked as completed, the order becomes fully payable under these Terms.

7. Quality, Inspection & Complaints (FreshProof)

7.1 Inspection on Delivery

You must inspect all Goods immediately upon delivery. Fresh flowers are perishable commercial products, and prompt inspection is a strict condition of sale.

7.2 FreshProof Is the Only Way to Report a Problem

7.2.1 Every delivery box carries a unique FreshProof QR code printed on the top of the box. FreshProof is Our mandatory digital damage-verification system and is the only accepted method of reporting any damage, breakage, shortage, dehydration, incorrect item, or quality concern relating to fresh Goods.

7.2.2 Complaints made by message, email, phone, social media, or any route other than a completed FreshProof Report will not be accepted, assessed, or credited. We cannot verify a problem We have not been shown through FreshProof.

7.2.3 By placing an order and accepting delivery, You agree to use FreshProof and to follow the on-screen prompts exactly. Refusing or failing to use FreshProof, or not following the prompts, means the complaint is waived in full.

7.3 FreshProof Window (2 Hours)

7.3.1 A complete FreshProof Report must be scanned, started, and submitted within two (2) hours of the courier’s recorded delivery time (the “FreshProof Window”). Scanning the QR code and taking the required photographs takes only a few minutes, and fresh flowers must be assessed in their delivered state before storage, conditioning, or handling can alter their condition. We consider two hours a fair and proportionate window for an experienced trade buyer who has booked the delivery.

7.3.2 If a complete FreshProof Report has not been submitted within the FreshProof Window, the Goods are deemed accepted in good condition, and no claim for Damage, shortage, or quality can then be made or will be considered. This is a strict condition of sale, reflecting the perishable nature of the Goods and Our inability to verify their condition once they have been in Your possession beyond that time.

7.3.3 You are responsible for ensuring the delivery point is attended so the Goods can be received and inspected promptly within the FreshProof Window. If You choose safe-place, unattended, or neighbour delivery under clause 6.5, You accept that the FreshProof Window still runs from the courier’s recorded delivery time, and You remain responsible for inspecting and reporting within it.

7.3.4 If the FreshProof system itself is genuinely unavailable when You attempt to use it, You must, within the FreshProof Window: (a) photograph the unopened box, then each affected stem individually, then all affected stems together, exactly as FreshProof requires; and (b) notify Us by WhatsApp or email with those photographs and Your order number. You must then complete a FreshProof Report as soon as the system is available. We will act reasonably where a genuine FreshProof outage is shown; this is the only circumstance in which evidence outside FreshProof will be considered.

7.3.5 The photographs and timestamps captured in FreshProof are the conclusive record of the condition of the Goods on arrival. Save under clause 7.3.4, photographs or reports made outside FreshProof are not a substitute and will not be assessed.

7.4 What Counts as Damage (and What Does Not)

7.4.1 “Damage” means that the Goods physically arrive in a damaged or defective state on delivery. It is judged solely on the condition of the Goods at the point of delivery, as shown through FreshProof. The categories below, and the on-screen FreshProof examples, are the working guide; Our reasonable assessment under clause 7.5 is definitive.

7.4.2 Flowers behaving like flowers is not Damage. Fresh flowers are living, natural products. Their normal behaviour and lifecycle — opening and closing, drinking and reviving, a natural droop that lifts after conditioning, natural fragrance and pollen, variation in colour, size and form, slight tiredness after transit, and a finite vase life — is expected and is not Damage, a defect, or a fault.

7.4.3 Minor issues are not Damage. Minor, cosmetic, or superficial issues, and anything that can be corrected by normal professional conditioning, trimming, hydrating, or cooling, are Imperfections and do not entitle You to any remedy.

7.4.4 Damage is assessed on arrival condition only. The natural deterioration of any flower over time after delivery, or any issue arising from Your handling, storage, conditioning, or use, is never Damage and is Your responsibility under clauses 6.6 and 7.10.

7.5 Our Assessment

7.5.1 We will assess each completed FreshProof Report fairly and reasonably, comparing the photographs against the Damage categories and the examples shown in FreshProof.

7.5.2 Where We reasonably agree that genuine Damage exists, We will put it right under clause 7.6. Where the report shows only Imperfections or flowers behaving naturally, no remedy is due.

7.6 Outcome of Accepted Claims — Account Credit Only

7.6.1 Where We accept that genuine Damage exists, Our remedy is to issue an Account Credit for the affected stem(s) only, based on the number of damaged stems verified through FreshProof.

7.6.2 No money back. We do not give cash refunds, money back, bank reversals, or payments of any kind. The only remedy is an Account Credit to Your Trade Account, regardless of how the original order was paid. Any replacement offered instead is at Our discretion and as goodwill only.

7.6.3 An Account Credit is applied against future orders, is valid for use on Your Trade Account, and does not expire for 12 months from the date it is issued. This is Your sole and exclusive remedy for Damage to fresh Goods.

7.7 No Liability for Wider Losses

Subject to clause 9.1 and to the fullest extent permitted by law, We are not liable for any wider loss flowing from Damage or an alleged quality issue, including loss of business or profit; loss of opportunity; event or wedding disruption; refunds You issue to Your own customers; reputational damage; costs of sourcing replacements; labour, travel, or preparation time; deterioration after delivery due to handling, storage, or conditioning; courier delays or exposure to heat/cold; or any outcome caused by You failing to complete a FreshProof Report within the FreshProof Window. Your sole and exclusive remedy is an Account Credit for the affected stem(s), and only where We accept genuine Damage through FreshProof.

7.8 Goods Used or Disposed Of

Once any portion of the Goods has been cut, trimmed, conditioned, arranged, used, or discarded, the order is deemed accepted in full, and no complaint may be raised — even within the FreshProof Window. You must complete FreshProof before processing the Goods.

7.9 No Returns

Due to the perishable nature of the Goods, returns are not accepted under any circumstances.

7.10 Hydration, Conditioning & Customer Preparation Responsibilities

7.10.1 Fresh flowers often arrive dehydrated after international transport and require immediate professional conditioning, hydrating, trimming, and cooling. This is normal and expected in the floral trade.

7.10.2 We are not responsible if You choose to order flowers on the same day You intend to use them, arrange them, or deliver them to Your own clients.

7.10.3 If You require flowers for an event, bouquet, or delivery on a specific date (e.g. the 10th), You are expected to order them sufficiently in advance (e.g. the 7th or 8th) to allow proper hydration and conditioning; recovery from transport; bloom development; and time to source replacements if needed.

7.10.4 Flowers requiring hydration before use is standard professional practice and does not constitute a defect or fault.

7.10.5 If You order flowers late or last-minute and require same-day use, this is entirely Your responsibility, and We are not liable for wilted or dehydrated stems; stems that require time to perk up; stems that are not immediately usable; or any impact this has on Your work, business, or clients.

7.10.6 No credit, refund, or compensation will be provided where the issue arises from insufficient preparation time or failure to hydrate or condition the flowers properly.

8. Non-Perishable Goods & Sundries

8.1 Scope of This Section

This section applies to all non-perishable items supplied by Us, including but not limited to florist sundries and accessories; tools, wire, tape, scissors, knives and structural materials; ribbons, wrapping and presentation materials; foam and OASIS blocks; vases, containers and decorative items; and packaging supplies.

8.2 Inspection on Delivery

You must inspect all non-perishable Goods as soon as they are delivered. Any issue relating to damage, defects, missing items, or incorrect items must be reported to Us within twenty-four (24) hours of delivery, along with clear photographic evidence.

8.2.1 Complaints raised outside this timeframe cannot be accepted, as We cannot verify the condition of the Goods after this period.

8.3 Natural & Manufacturing Variations

Small variations in colour, texture, finish, sizing, manufacturing tolerances, or appearance are normal and not considered faults for the purpose of commercial floristry supplies. Product photos on Our website are illustrative only.

8.4 No Returns Without Authorisation

We do not accept returns for non-perishable items unless We have expressly authorised them in writing.

8.4.1 Any Goods returned without Our written approval will not be credited and may be disposed of.

8.5 Faulty Items — Credit Only

If We accept that a non-perishable item is genuinely faulty, Our entire liability is limited strictly to either replacing the item (if stock allows), or issuing a credit to Your Trade Account for the value of the item.

8.5.1 We do not issue cash refunds.

8.5.2 No compensation, indirect loss, or consequential loss is payable.

8.6 Goods Used or Opened

Once any non-perishable item has been opened, unwrapped, used, cut, partially used, or incorporated into Your arrangements, the order is deemed accepted, and no complaint may be raised.

8.7 Goodwill

Any replacement or credit provided as a goodwill gesture is issued entirely at Our discretion and does not set a precedent for future orders.

9. Liability, Limits of Liability & Indemnity

9.1 Liabilities We Do Not Exclude

Nothing in these Terms excludes or limits Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms as to title implied by law; or (d) any other liability that cannot lawfully be excluded or limited. Every other provision of these Terms is subject to this clause, and if any limitation would otherwise be unenforceable it applies to the maximum extent the law permits.

9.2 Exclusion of Consumer Rights

All orders are placed strictly on a business-to-business basis. Subject to clause 9.1, no consumer protection legislation applies, including (but not limited to) the Consumer Rights Act 2015; the Consumer Contracts Regulations 2013; and any rights relating to cooling-off periods, refunds, or consumer remedies. Your remedies are limited exclusively to those set out in these Terms.

9.3 General Limitation of Liability

Subject to clause 9.1 and to the fullest extent permitted by law, We shall not be liable for any loss, damage, or expense arising from or connected to:

• 9.3.1 late delivery, courier delay, misrouting, failed delivery, or delivery on a different day to the one requested;
• 9.3.2 variations in colour, shade, opening stage, stem length, or natural characteristics of fresh flowers;
• 9.3.3 dehydration, temperature exposure, or deterioration occurring during or after delivery;
• 9.3.4 Your handling, hydration, conditioning, processing, trimming, or storage of the Goods;
• 9.3.5 failure to follow professional floristry standards;
• 9.3.6 Your use, resale, or incorporation of the Goods into Your work;
• 9.3.7 any impact the Goods have on Your own customers, events, bookings, or deadlines;
• 9.3.8 Your failure to order sufficiently in advance to hydrate and prepare the Goods;
• 9.3.9 any loss arising because You failed to complete a FreshProof Report within the FreshProof Window set out in Section 7.

9.4 No Liability for Indirect or Consequential Loss

Subject to clause 9.1, We shall not be liable for any loss of profit, income, revenue, or business; loss of opportunity, contracts, or bookings; reputational damage; wasted expenditure, labour costs, travel, or preparation time; penalties, refunds, or compensation You offer to Your own customers; or special, indirect, or consequential losses. These exclusions apply even if You inform Us in advance of Your event date, job requirement, client expectations, or potential losses.

9.5 Delivery, Courier & Third-Party Services

9.5.1 Subject to clause 9.1, We are not liable for the acts or omissions of couriers, delivery providers, or third-party logistics companies.

9.5.2 Any courier compensation (if any) may be passed to You, but We offer no guarantee of any outcome.

9.5.3 Courier delay or error does not entitle You to cancel, refuse payment, or claim any loss.

9.6 Maximum Liability

Subject to clause 9.1, Our maximum aggregate liability for any claim or series of related claims, whether in contract, tort (including negligence), misrepresentation, or otherwise, shall not exceed the net price paid for the specific Goods to which the claim relates. This cap reflects the trade prices charged and the allocation of risk and insurance in clause 9.11, which the parties agree is fair and reasonable.

9.7 No Liability After Use

Once any Goods have been cut, trimmed, conditioned, arranged, processed, or incorporated into Your work, they are deemed accepted, and no liability remains save under clause 9.1.

9.8 Duty to Mitigate

You must take all reasonable steps to mitigate any loss or issue. We are not responsible for any part of a loss that reasonable steps on Your part would have avoided, including loss made worse by avoidable delay or poor handling.

9.9 Indemnity

You agree to indemnify Us against losses, liabilities, damages, costs, and reasonable expenses to the extent they arise from Your breach of these Terms; Your negligence or misuse of the Goods; Your failure to handle, hydrate, store, or condition the Goods properly; Your representations made to Your own customers; or any event or commercial project You undertake using the Goods. This indemnity does not apply to the extent a loss is caused by Our own breach or negligence, and it survives termination of Your Trade Account.

9.10 Force Majeure

Neither party is liable for any delay or failure (other than a failure to pay) caused by circumstances beyond its reasonable control, including weather extremes, crop failure, customs or plant-health inspections and holds, transport disruption, strikes, pandemics, supply-chain issues, or any similar external event.

9.11 Insurance & Allocation of Risk

Because We sell perishable Goods at trade prices and cannot control how, when, or for what You use them, You are far better placed than Us to assess and insure Your own business risks — including event cancellation, your own client refunds, and consequential losses. You agree to maintain appropriate business insurance, and the limits in this Section are set on the basis that You, not We, carry that risk. This allocation is a deliberate and agreed part of the price.

9.12 Fair and Reasonable

The parties have negotiated as businesses of comparable standing, each able to take independent advice. Having regard to the perishable and natural character of the Goods, the trade prices charged, Your ability to inspect on delivery, the straightforward FreshProof claims route, the Account Credit remedy, and the insurance allocation in clause 9.11, the parties agree that the allocation of risk and the limitations in these Terms are fair, reasonable, and proportionate for the purposes of the Unfair Contract Terms Act 1977. If a court finds any limitation unreasonable, it shall be reduced only so far as necessary to be enforceable, leaving the remainder intact.

10. Intellectual Property

10.1 Ownership of Intellectual Property

All intellectual property rights in any content, material, design, or media supplied by Us remain the exclusive property of Penflo Retail Limited, including but not limited to product photographs and videos; bouquet, stem, and arrangement images; packaging designs, branded materials, and presentation formats; website layout, text, graphics, and digital content; training materials, course content, and educational resources; trademarks, trading names, and logos; and all branding associated with “Penelope’s”, “Penelope’s Flowers”, and “Penelope’s Trade”.

10.2 No intellectual property rights are assigned or transferred to You at any point.

10.3 Permitted Use of Images

You may use Our product images strictly and only for marketing arrangements that You will create using Goods purchased directly from Us. You must not misrepresent Our images as Your own work; use Our images to advertise flowers purchased elsewhere; remove or obscure any watermark or brand indicator; or imply any partnership, affiliation, or endorsement unless We have agreed to it in writing.

10.4 Prohibited Use

You must not, under any circumstances, download, copy, scrape, extract, or bulk-collect content from Our website; resell or share Our images or digital content; upload Our content to third-party websites, catalogues, or trading platforms; or use any of Our IP to create competing products or training materials. Unauthorised use of Our intellectual property will result in immediate suspension of Your Trade Account; legal action to protect Our rights; and recovery of any losses or legal fees incurred.

10.5 Trademark Protection

“Penelope’s”, “Penelope’s Flowers”, “Penelope’s Trade”, “Penflo”, and associated logos and branding are trademarks or unregistered marks belonging to Penflo Retail Limited.

10.5.1 You must not use these marks without explicit written permission from Us.

10.6 Content Provided by You

If You share images, videos, or content showing bouquets or arrangements created using Our Goods and tag, message, or send them to Us, You grant Us a non-exclusive, royalty-free licence to repost; share; publish; feature in marketing; and display on Our website or social media. You warrant that You own all rights in any content You submit.

11. White Labelling & Fulfilment Partner Services

11.1 Optional Participation

From time to time, We may invite selected Trade Customers to act as White Label Fulfilment Partners to complete and deliver orders on Our behalf within their local area. Participation is entirely optional, but by accepting a white labelling assignment, You agree to be bound by this Section 11 in full.

11.2 Commission & Payment Terms

11.2.1 Where You agree to fulfil an order for Us, You will receive 85% of the total order value, and We will retain 15% of the total order value as Our commission. This commission is based on the full invoice amount, not the profit. Example: Order value £150 → Our commission £22.50 → Your payable share £127.50.

11.2.2 Payment for white label work will be issued once satisfactory delivery evidence has been provided.

11.3 Branding & Presentation Requirements (Strict Rules)

When completing a white label order for Us, You agree:

11.3.1 You must not place any of Your own branding, stickers, cards, leaflets, logos, or promotional material on or inside the bouquet or packaging.

11.3.2 You must not reveal Your business name, trading name, social media handles, website, phone number, or any identifying information to the end customer.

11.3.3 The order must appear to come exclusively from Penelope’s Trade / Penelope’s Flowers at all times.

11.3.4 You may take photographs for Your portfolio, but You must not post content that identifies or contacts the end customer, and You must not imply that the customer purchased directly from You.

11.3.5 You must follow any presentation and packaging standards We specify.

11.4 Customer Contact & Non-Solicitation (Zero Tolerance)

11.4.1 You must not contact the end customer for any purpose other than confirming delivery.

11.4.2 You must not attempt to poach, solicit, or approach the customer; offer Your services directly; provide Your number, card, leaflet, or business details; encourage the customer to order from You in future; or establish any direct business relationship with them.

11.4.3 You acknowledge that the end customer remains Our customer exclusively, regardless of geographical area or personal relationship.

11.5 Breach & Damages

11.5.1 If You breach any obligation under this section — including revealing Your business identity, contacting the customer, or attempting to solicit business — You agree that You will be liable for all financial losses We suffer, including loss of that customer’s lifetime value, reputational damage, administrative time, and commercial disruption.

11.5.2 You further agree that We may pursue whatever commercial damages We are lawfully able to recover, without limitation.

11.5.3 This may include (without limitation) debt recovery; legal action; injunctions; termination of Your Trade Account; and permanent exclusion from Our network.

11.5.4 Any monies due to You from white label work may be withheld or set off against losses caused by Your breach.

11.6 Reporting & Evidence

We may request delivery photos, timestamps, courier proof, or evidence of fulfilment. Failure to provide sufficient evidence may result in non-payment for that order.

11.7 Termination of White Label Access

We may revoke Your white label access at any time, with or without notice, at Our sole discretion. Participation in this programme is a privilege, not a right.

12. Defamation, Public Statements & Online Conduct

12.1 Professional Conduct Requirement

You agree to conduct Yourself in a professional manner when dealing with Us, Our staff, and Our business operations. Aggressive behaviour, abusive messages, or defamatory publication of false or misleading information will result in immediate suspension or termination of Your Trade Account.

12.2 Public Statements & Social Media Posts

12.2.1 You must not publish or share any negative, misleading, or defamatory statement about Us on any platform, including Facebook, Instagram, TikTok, WhatsApp groups, Telegram channels, forums, review websites, blogs, or any public or semi-public online space.

12.2.2 You must not encourage or support others in posting negative or defamatory comments about Us.

12.2.3 Any dispute, concern, or complaint must be raised directly with Us, not online.

12.3 False Claims & Misrepresentation

12.3.1 You agree not to publish or repeat any statement which is untrue, is misleading by omission, misrepresents events, exaggerates issues, or damages Our business reputation.

12.3.2 Posting negative content while withholding key facts (such as failing to condition flowers, ordering too late, failing to complete a FreshProof Report within the FreshProof Window, or breaching these Terms) is treated as malicious misrepresentation.

12.4 Breach & Consequences

If You post, publish, or circulate defamatory or damaging content about Us, You agree that We may:

12.4.1 permanently terminate Your Trade Account;

12.4.2 revoke Your Credit Account and demand immediate payment of all outstanding balances;

12.4.3 report the content to the relevant platform for removal;

12.4.4 pursue damages for loss of business, reputational harm, staff time, legal fees, and any financial losses suffered;

12.4.5 share factual clarifications publicly in response to Your allegations, using evidence where necessary, including order history, delivery photos, FreshProof records and timestamps, expired FreshProof windows, and failure to follow conditioning instructions.

12.5 Indemnity for Damages

You agree to indemnify and reimburse Us for all losses arising from Your defamatory or misleading statements, including legal costs, professional fees, PR or reputational management costs, loss of customers, lost revenue, and administrative time spent addressing the issue. This indemnity applies whether the statements were posted by You directly or by any third party acting with Your encouragement.

12.6 Right to Seek Injunctions

We reserve the right to seek an injunction forcing the removal of defamatory material and preventing You from publishing similar content in the future.

13. Account Suspension, Termination & Consequences of Breach

13.1 Our Right to Suspend or Terminate

We may suspend or terminate Your Trade Account or Credit Account at any time, with or without notice, if You fail to pay any invoice by the required deadline; You exceed Your Credit Limit without approval; You breach any section of these Terms; You provide false, incomplete, or misleading information; You behave abusively towards Our staff; You misuse trade pricing, credit facilities, or white-labelling privileges; You post defamatory, misleading, or damaging content about Us; or We reasonably believe continued trading with You poses a financial or reputational risk. Suspension or termination is entirely at Our discretion.

13.2 Immediate Consequences of Suspension

If Your account is suspended, all pending orders (including Pre-Orders) may be cancelled without compensation; Your access to trade pricing and stock may be withdrawn; any active Credit Account will be frozen; and We may refuse future orders unless all balances are paid.

13.3 Immediate Consequences of Termination

If Your account is terminated, all outstanding invoices become immediately due and payable in full, including Credit Account invoices not yet due; any upcoming or unfulfilled white-label work is cancelled without compensation; any money owed to You may be withheld and set off against money You owe Us; and We may refuse to supply You in the future on any platform, brand, or trading name.

13.4 Debt Recovery Rights

If You fail to pay any outstanding invoice, We may, without limitation, commence commercial debt-recovery procedures; apply statutory late fees and daily interest; instruct solicitors or a debt-recovery agency; issue a County Court Claim (CCJ) against You personally (due to the Personal Guarantee); transfer enforcement to the High Court for seizure of goods; and recover all legal fees, enforcement fees, and administrative costs from You.

13.5 No Impact on Debt Liability

Suspension or closure of Your Trade Account does not cancel, reduce, or affect Your liability to pay any sums owed.

13.5.1 All balances remain payable until cleared in full.

13.5.2 The Personal Guarantee remains in force even after termination.

13.6 Multiple Trading Names

If You trade under multiple business names or social media accounts, suspension or termination applies to all associated entities; You may not create a new Trade Account to bypass a suspension; and any attempt to do so may result in immediate deletion and further legal action.

13.7 Our Right to Report Misconduct

We reserve the right to report serious misconduct, fraud, or abusive behaviour to wholesale groups, supplier networks, industry associations, and local authorities (where relevant). This is used only in serious circumstances, such as fraud, non-payment, harassment, or repeated policy breaches.

14. Data Protection & Privacy (GDPR Compliance)

14.1 Data Controller

Penflo Retail Limited (Company No. 16604769), trading as “Penelope’s Trade”, is the data controller for all personal data provided by You.

14.2 Data We Collect

We may collect and store Your full name; home address (used as the billing and enforcement address); delivery addresses; email address and telephone number; business name or trading name; order history and invoice records; IP addresses, timestamps, and device information relating to account creation, login, and acceptance of Terms; Personal Guarantee acceptance and Credit Account applications; payment information (excluding full card details); FreshProof submissions, photographs, and timestamps relating to deliveries and complaints; and communications via WhatsApp, SMS, or email relating to orders.

14.3 Lawful Basis for Processing

14.3.1 Contractual necessity — to create and manage Your Trade Account, process orders, deliver Goods, issue invoices, verify complaints through FreshProof, and enforce the Terms.

14.3.2 Legitimate interests — including fraud prevention, credit assessment, debt recovery, account management, IP protection, and business security.

14.3.3 Legal obligation — where required by HMRC, law enforcement, or regulatory bodies.

14.4 Use of Data for Credit Agreements

14.4.1 When You apply for a Credit Account (“Trade Tab”), You explicitly consent to Us storing Your home address as the primary enforcement address; Your IP address and timestamp confirming acceptance of the Personal Guarantee; and records of credit usage, repayment history, and communication relating to overdue sums.

14.4.2 This data may be used in evidence during legal proceedings; debt recovery; and High Court Enforcement action.

14.5 Sharing of Data

We may share Your data with trusted third parties where necessary, including payment processors; delivery and courier providers; solicitors and legal representatives; debt-recovery agencies; County Court and High Court Enforcement Officers; accountants and professional advisors; and IT, website, and hosting providers. We will never sell Your data to marketing companies.

14.6 Debt Recovery & Enforcement

14.6.1 If You default on payment, We may use Your personal and business data to issue pre-action correspondence; file a County Court Claim; transfer judgment to the High Court; instruct Enforcement Officers to attend Your home or trading address; and recover all associated costs.

14.6.2 Processing Your data for debt recovery is lawful under legitimate interest and contractual necessity.

14.7 Data Storage & Security

14.7.1 All data is stored securely on encrypted systems.

14.7.2 Data is retained only for as long as necessary to fulfil the purposes set out in these Terms, including legal, accounting, and enforcement requirements.

14.8 Your Rights

Subject to B2B rules and legal exemptions, You may request access to Your data; request correction of inaccurate data; request deletion of data where legally permissible; and request restriction or objection to certain forms of processing. We may decline deletion requests where the data is needed for outstanding invoices; enforcement proceedings; legal obligations; or fraud prevention.

14.9 Communication Channels

14.9.1 By creating a Trade Account, You consent to Us contacting You via WhatsApp, SMS, email, and telephone.

14.9.2 Order confirmations, invoices, delivery notifications, FreshProof links, and stock broadcasts may be sent through these channels.

14.10 Data Accuracy

You must keep all personal and business details updated at all times. Incorrect or outdated information may lead to suspension of Your Trade Account.

15. Governing Law & Jurisdiction

15.1 Governing Law

These Terms, and any contract between You and Us, are governed exclusively by the laws of England and Wales.

15.2 Jurisdiction

You agree that any dispute, claim, enforcement action, or legal proceedings arising out of or in connection with these Terms, any order placed with Us, Your Trade Account, Your Credit Account (“Trade Tab”), the Personal Guarantee, or any dealings between You and Us, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15.3 No Alternative Forums

You may not bring proceedings in Scotland, Northern Ireland, any foreign court, any online dispute resolution service, any consumer arbitration scheme, or any platform-hosted dispute centre (e.g. PayPal, Stripe, Facebook Marketplace, Klarna, etc.). All matters must be resolved solely in the courts of England & Wales, and under B2B commercial law.

15.4 Contract Language

These Terms are written in English. If translated, the English version shall prevail in all circumstances.

15.5 Severability

If any part of these Terms is found to be unlawful or unenforceable, the remainder will continue in full force and effect.

15.6 Entire Agreement & Non-Reliance

These Terms constitute the entire agreement between You and Us and supersede all prior negotiations, discussions, representations, or understandings. You agree that You have not relied on any statement, promise, or representation not expressly set out in these Terms, and that Your only remedies for any such statement (in the absence of fraud) are those contained here.

15.7 Our Terms Prevail

These Terms govern every contract to the exclusion of any other terms You seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

15.8 No Waiver

No failure or delay by Us in enforcing any provision of these Terms is a waiver of it. Any goodwill credit, extension, or concession We grant is a one-off and does not vary these Terms or create any precedent or expectation for the future.

15.9 Set-Off in Our Favour

We may at any time set off any liability We owe You against any liability You owe Us. You have no equivalent right of set-off and must pay all sums due in full.

15.10 Assignment

We may assign, transfer, subcontract, or deal in any manner with our rights under these Terms. You may not assign or transfer any of Your rights or obligations without Our prior written consent.

15.11 Third-Party Rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them, save that the Personal Guarantee may be enforced by Us against the guarantor.

15.12 Variation

We may amend these Terms at any time by publishing updated Terms or notifying You. The Terms in force at the date of Your order apply to that order. Continued ordering after any change constitutes acceptance of the updated Terms.

15.13 Notices & Evidence

Notices may be given by email, WhatsApp, SMS, or post to the contact details held on Your Trade Account and are deemed received on the day of sending (if a Working Day) or the next Working Day. Our records, server logs, delivery data, and FreshProof submissions are admissible as conclusive evidence in any dispute, absent manifest error.

15.14 Survival

All provisions which by their nature should survive termination — including payment obligations, the Personal Guarantee, indemnities, limitations of liability, intellectual property, non-solicitation, and confidentiality — survive termination or closure of Your Trade Account.

Appendix A — Real-World Scenarios

This appendix is illustrative guidance only. It shows how these Terms are intended to apply to common trade situations and which clauses We would rely on. The operative Terms in Sections 1–15 always govern; where there is any difference, those Sections prevail. References to “stems”, “credit”, and “FreshProof” have the meanings given in Section 1.

© Penflo Retail Limited. Last updated 5 June 2026.