Florist Partner Agreement

Effective 2026-06-01. This Florist Partner Agreement ("Agreement") is a binding contract between the flower shop and its authorised representative accepting it ("Florist", "you") and TRYB International, LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, New Castle County, Delaware, United States ("Fleurinelle", "we"). By ticking "I accept" at sign-up, and again whenever a new version is issued, you confirm you are authorised to bind the shop and agree to this Agreement.

1. Relationship of the parties

1.1 You are an independent contractor. Nothing creates an employment, partnership, agency (beyond limited fulfilment authority), joint venture or franchise relationship. You are responsible for your own staff, taxes, insurance, licences and legal compliance in Morocco.

1.2 Fleurinelle operates the marketplace, owns the customer relationship, sets prices displayed to buyers, collects payment and handles all customer support and disputes. You fulfil orders on our behalf.

2. Orders, acceptance and capacity

2.1 We route orders to you through the Platform. You have the stated window to accept; unaccepted orders may be re-routed to another shop.

2.2 You must only accept orders you can fulfil to standard and on time, within your declared daily capacity and zones.

3. Fulfilment standards

3.1 Prepare each arrangement to professional standard using fresh stock, matching the product and value ordered.

3.2 Photo proof is mandatory. No delivery may be marked complete without a clear, timestamped photograph taken at the door. Marking an order delivered without genuine delivery and a truthful photograph is a serious breach and may be treated as fraud.

3.3 Follow the Substitution Policy: substitute only with flowers of equal or greater value, same colour family and style, and record it.

3.4 Deliver within the assigned window and keep the Platform status updated in real time.

4. Buyer anonymity and confidentiality

4.1 You will never receive, and must never seek, the buyer's identity or contact details. You receive only the recipient's delivery information.

4.2 You must keep confidential all recipient data, order data, pricing, commission terms and any non-public information about Fleurinelle, during and after this Agreement.

5. Non-circumvention

You will not use any recipient, buyer or order information to solicit, divert or transact business outside the Platform, nor attempt to contact the buyer, for the term of this Agreement and 24 months thereafter.

6. Pricing, commission and settlement

6.1 Buyer-facing prices are set by Fleurinelle. Fleurinelle deducts a commission (the rate shown in your dashboard) and applicable payment-gateway fees.

6.2 Your payout is the order value less commission and applicable fees. Settlement is made to your registered Moroccan bank account (RIB), typically weekly, for orders delivered with valid photo proof and past the dispute window.

6.3 We may withhold, offset or claw back amounts for refunds, chargebacks, penalties or breaches attributable to you (Section 8).

7. Taxes and compliance

You are solely responsible for declaring and paying all taxes, social contributions and fees due in Morocco on your earnings, and for holding all required registrations and permits. You warrant your bank details are accurate and belong to the shop.

8. Refunds, chargeback and financial liability

8.1 Where an order fails, is defective, is not delivered, is falsely marked delivered, or a chargeback or refund results from a cause attributable to you (including quality failures, late or non-delivery, wrong substitution, or missing/false photo proof), you are financially responsible: Fleurinelle may withhold or reverse the corresponding payout and recover any refund, chargeback amount and reasonable handling costs from you or offset them against future settlements.

8.2 You will cooperate promptly and provide accurate records and photographs to help contest illegitimate chargebacks.

8.3 Where a failure is genuinely attributable to Fleurinelle or the buyer, you are not held financially responsible.

9. Intellectual property and content licence

9.1 You grant Fleurinelle a worldwide, royalty-free, perpetual, sublicensable licence to use the photographs and content you upload (including delivery photos and product images) for operating, promoting and marketing the Platform.

9.2 You warrant you own or have rights to all content you upload and that it does not infringe third-party rights.

9.3 The "Fleurinelle" brand and Platform remain our exclusive property.

10. Data protection

You act as our processor for recipient personal data. You will process it only to perform deliveries under our instructions, keep it secure, not use it for your own purposes or marketing, not retain it beyond what is necessary, and delete it when no longer needed. The Florist Data Processing Addendum applies.

11. Warranties and indemnity

11.1 You warrant that you are a lawfully established florist in Morocco with the skill, stock, staff and delivery capability to fulfil orders.

11.2 You will indemnify and hold harmless Fleurinelle, its officers and employees from any claim, loss, fine or cost (including reasonable legal fees) arising from your fulfilment, your breach of this Agreement, your negligence or misconduct, your infringement of third-party rights, or your non-compliance with law.

12. Limitation of liability

Except for your indemnity and confidentiality obligations, neither party is liable to the other for indirect or consequential loss. Fleurinelle's aggregate liability to you under this Agreement is limited to the total commissions retained from your orders in the three (3) months preceding the claim.

13. Suspension and termination

13.1 Either party may terminate on 30 days' written notice. We may suspend or terminate immediately for breach, fraud, repeated quality failures, safety concerns, or false photo proof.

13.2 On termination you must complete accepted orders, cease using our data and brand, and return or delete confidential information. Sections that by nature survive (confidentiality, non-circumvention, IP licence, indemnity, liability, financial liability, governing law) continue after termination.

14. Changes to this Agreement

We may issue updated versions. When we do, you must accept the new version at your next login before continuing to use the Platform. Your acceptance, with date, time, IP address and version, is logged as proof.

15. Governing law and disputes

This Agreement is governed by the laws of the State of Delaware, United States. Disputes will be resolved by binding individual arbitration under the AAA Commercial Arbitration Rules (seat: Delaware), except that either party may seek injunctive relief to protect confidential information or intellectual property. Class and representative proceedings are waived.

16. General

This is the entire agreement between the parties on its subject matter and supersedes prior understandings. If a provision is unenforceable, the rest remains in force. You may not assign this Agreement without our consent; we may assign it to an affiliate or successor.

17. Contact

TRYB International, LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, New Castle County, Delaware, United States. hello@fleurinelle.com · +212 6 61 24 88 07.