Merchant Agreement - Flora Plus Platform

This Merchant Agreement (“Agreement”) is a legally binding contract between the entity registering as a tour operator (“Operator,” “you,” or “your”) and Flora Plus, LLC (“Flora Plus,” “we,” “us,” or “our”), a Delaware limited liability company with principal offices at 131 Continental Dr Suite 305, Newark, DE, 19713, United States.

This Agreement governs your access to and use of the Flora Plus booking engine, including its reservation management tools, payment collection services, reporting features, and all related functionalities (collectively, the “Platform”). By using the Platform, you authorize Flora Plus to act as the Merchant of Record and limited Collection Agent for the limited purposes described in this Agreement.

This Agreement establishes a business-to-business (B2B) commercial relationship between Flora Plus and the Operator. Flora Plus provides the technological infrastructure and payment collection services; however, you remain solely responsible for offering, managing, and delivering the underlying tourism services purchased by customers.

By completing the onboarding process and accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. Electronic acceptance of this Agreement has the same legal effect as a handwritten signature.

1. Acceptance of Terms

By accessing or using the Platform, completing the onboarding process, or otherwise indicating your acceptance, you agree to be bound by the terms of this Agreement. If you do not agree to this Agreement, you may not access or use the Platform.

You represent and warrant that you have the legal authority to enter into this Agreement on behalf of the business entity identified during registration. Your acceptance of this Agreement by electronic means shall have the same legal force and effect as a handwritten signature and is deemed valid and enforceable under applicable law.

Your continued use of the Platform after any modification of this Agreement constitutes your acceptance of the updated terms, subject to the notice provisions set forth in Section 19 (Modifications and Notices).

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section shall have the meanings assigned to them elsewhere in this Agreement.

• Available Balance. Means the portion of funds attributable to the Operator within a given Settlement Cycle that is eligible for remittance, after applying all deductions, adjustments, and Operational Reserve requirements under this Agreement.
• Chargeback. Means a dispute initiated by a Customer or payment method provider that results in the reversal of a previously completed transaction.
• Collection Agent. Means Flora Plus acting in a limited capacity to facilitate the collection and settlement of customer payments related to the Operator’s services and to calculate and remit the applicable Net Remittance to the Operator, in accordance with this Agreement.
• Customer. Means any end user who purchases or attempts to purchase tourism services from the Operator through the Platform.
• Dispute. Means any challenge, inquiry, or claim raised by a Customer or payment method provider regarding a transaction processed through the Platform, including but not limited to Chargebacks.
• Extranet. Means the secure, operator-facing section of the Platform through which the Operator may manage services, availability, pricing, bookings, reports, remittance information, and account settings.
• Merchant of Record. Means Flora Plus, as the entity legally responsible for processing and settling customer payments for bookings made through the Platform.
• Net Remittance. Means the amount payable to the Operator after deduction of the Service Commission, applicable processing fees, refunds, chargebacks, adjustments, and any Operational Reserve applied under this Agreement.
• Operational Reserve. Means a commercially reasonable, temporary post-settlement retention by Flora Plus, applied to amounts otherwise allocable to the Operator within a given Settlement Cycle, for operational and risk-management purposes (including refunds, chargebacks, adjustments, or disputes).
• Operator. Means the business entity that registers to use the Platform to market, sell, and deliver tourism services to Customers.
• Platform or Booking Engine. Means the Flora Plus online booking system, software interface, management tools, reporting features, payment collection services, and all related modules or functionalities provided by Flora Plus.
• Refund. Means the partial or full return of funds to a Customer for a previously completed booking, whether initiated by the Operator or by Flora Plus in accordance with this Agreement.
• Service Commission. Means the commission, fee, or other commercial charge retained by Flora Plus on each transaction processed through the Platform, as determined in accordance with Section 6 of this Agreement.
• Settlement Cycle. Means the recurring period established by Flora Plus for calculating Net Remittance and issuing corresponding payouts to the Operator.

3. Scope of Services

Flora Plus provides the Operator with access to the Platform, a cloud-based booking engine designed to facilitate the online sale and management of tourism services. The Platform enables the Operator to display service information, manage availability and pricing, process reservations, generate reports, and access supporting administrative tools. Flora Plus also facilitates automated communications to Customers triggered by reservation-related actions (e.g., confirmations, cancellations, refunds). Such communications are sent on behalf of the Operator and may use standardized templates or wording determined by Flora Plus.

As part of the Platform, Flora Plus acts as the Merchant of Record for payments made by Customers and provides payment collection, refund processing, chargeback handling, and related financial settlement services as further described in this Agreement.

The Operator acknowledges that Flora Plus is a technology provider and does not offer, operate, control, or assume responsibility for the tourism services offered through the Platform. The Operator is solely responsible for the delivery, quality, legality, safety, customer support, and fulfillment of all services booked by Customers.

Flora Plus does not act as a travel agency, tour operator, supplier of tourism services, or representative of the Operator beyond the limited collection agency role expressly defined in this Agreement.

4. Roles of the Parties

4.1 Flora Plus as Merchant of Record

Flora Plus acts as the Merchant of Record for all payments made by Customers through the Platform. In this capacity, Flora Plus is responsible for processing customer payments, issuing receipts, managing refunds, handling chargebacks, and performing the financial settlement activities described in this Agreement.

4.2 Flora Plus as Limited Collection Agent

Flora Plus also acts as a limited Collection Agent for the Operator solely for the purpose of facilitating the collection and settlement of customer payments related to the Operator’s services and calculating and remitting the applicable Net Remittance in accordance with this Agreement. This limited agency does not extend to any operational, marketing, customer service, or fulfillment activities related to the tourism services offered by the Operator.

4.3 Operator as Seller and Service Provider

The Operator is the seller and provider of all tourism services made available through the Platform. All bookings create a direct contractual relationship between the Customer and the Operator. The Operator is solely responsible for defining the nature, scope, availability, pricing, quality, safety, legality, and delivery of such services.

4.4 No Representation or Operational Control by Flora Plus

Except for the limited collection agency role expressly stated herein, Flora Plus does not act as a travel agency, tour operator, broker, guarantor, or representative of the Operator or of any tourism service. Flora Plus does not assume responsibility for, or exercise control over, the Operator’s business operations, service delivery, or Customer interactions.

4.5 Independent Relationship; No Travel Agency Role

Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment, franchise, or broader agency relationship (beyond the limited collection role expressly described in Section 4.2) between Flora Plus and the Operator. The parties are independent contracting parties, and each party is solely responsible for its own operations, personnel, costs, and legal obligations.

Flora Plus does not act as a travel agency, tour operator, reseller, distributor, or co-provider of the Operator’s services, nor does Flora Plus hold itself out to Customers as such. All tourism services made available through the Platform are offered, sold, and fulfilled solely by the Operator. Nothing in this Agreement shall be interpreted as creating any obligation for Flora Plus to provide travel agency services, advice, or representation in any jurisdiction.

5. Payment Collection and Remittance

5.1 Collection of Customer Payments

Flora Plus, acting as the Merchant of Record and limited Collection Agent, collects all payments made by Customers for bookings processed through the Platform. Unless expressly stated otherwise in the Extranet or in a separate written agreement, all payments shall be received by Flora Plus in United States Dollars (USD) and applied to the relevant fees, charges, and to the calculation and payment of the Net Remittance in accordance with this Agreement.

5.2 Deductions Prior to Remittance

Upon successful processing of a Customer payment, Flora Plus automatically deducts the applicable Service Commission, along with any associated processing fees or transaction-related costs, before calculating the Net Remittance payable to the Operator.

5.3 Operational Reserve (Post-Settlement)

Flora Plus may apply an Operational Reserve to amounts otherwise allocable to the Operator. The Operational Reserve is a post-settlement reserve applied after payment settlement by Flora Plus’s authorized payment partners and is intended for reconciliation, refund, and chargeback risk management. It does not create any fiduciary duty, escrow, or trust. Flora Plus may adjust the duration or percentage of the Operational Reserve based on the Operator’s activity level, dispute patterns, and risk indicators, and will communicate any material changes to the Operator through the Extranet or other established communication channels.

5.4 Remittance

Following the applicable Settlement Cycle, Flora Plus will remit the corresponding Net Remittance to the Operator via international bank transfer or another payout method approved by Flora Plus. The Operator is responsible for providing accurate and up-to-date banking information and for bearing any fees charged by the receiving bank or intermediary institutions. Flora Plus is not responsible for any fees, deductions, or delays imposed by intermediary or receiving banks, currency conversion providers, or correspondent institutions involved in the transfer of funds.

5.5 Settlement Cycle Adjustments

The timing, frequency, and structure of remittances may vary based on the Operator’s activity level, dispute history, geographic location, compliance review, or other risk-related considerations. Flora Plus may adjust the Settlement Cycle or payout schedule at its discretion, provided that notice of such adjustments is communicated to the Operator through the Extranet or other established communication channels.

5.6 Withheld or Offset Amounts

The Operator acknowledges that Flora Plus is not required to remit funds that are subject to: (a) active disputes or chargebacks; (b) insufficient Customer funds; (c) refund requests; or (d) operational or compliance concerns. If the Operator’s Available Balance within a given Settlement Cycle is insufficient to cover required deductions, Flora Plus may offset such amounts against future Net Remittances.

5.7 No Fiduciary or Custodial Duties

Nothing in this Agreement shall be interpreted as creating any custodial, fiduciary duty, trust obligation, or escrow relationship between Flora Plus and the Operator. All amounts received from Customers are treated as part of Flora Plus’s general operating funds and are not segregated into any dedicated or fiduciary accounts, and Flora Plus’s sole obligation with respect to such amounts is the contractual obligation to calculate and remit the applicable Net Remittance in accordance with the commercial settlement framework defined in this Agreement.

5.8 No Money Transmission; No Escrow or Trust

Flora Plus acts exclusively as Merchant of Record and provides commercial settlement services to business customers. Amounts received from Customers are paid out by Flora Plus according to the commercial settlement framework set forth in this Agreement. Flora Plus does not operate as a money transmitter or escrow agent and does not hold funds in trust on behalf of the Operator or any third party. All settlement activities are performed as part of Flora Plus’s ordinary course of business and are strictly commercial in nature.

6. Fees and Service Commission

The Operator agrees to pay Flora Plus all fees, commissions, and charges associated with the use of the Platform, as described in this Agreement or otherwise communicated through the Extranet.

6.1 Service Commission

For each completed transaction processed through the Platform, Flora Plus will retain a Service Commission, which constitutes the commercial fee for providing access to the Platform, booking management tools, payment collection services, automated communications, reporting, and related functionalities. Service Commissions are calculated as a percentage of the final transaction amount paid by the Customer, inclusive of all taxes, fees, surcharges, and other amounts defined or imposed by the Operator.

6.2 Processing Fees

Each transaction processed through the Platform may incur processing fees, which reflect the costs associated with the authorization, settlement, and handling of electronic payments. Processing fees are calculated based on the final transaction amount paid by the Customer, inclusive of all taxes, fees, surcharges, and other amounts defined or imposed by the Operator. Processing fees are deducted from the Customer’s payment prior to determining the Net Remittance and are non-refundable under any circumstances.

6.3 Proportional Commission Reversal

In the event of a refund, chargeback, or dispute resulting in the reversal of a transaction, Flora Plus will return to the Operator the proportional portion of the Service Commission previously retained for that transaction.

This reversal applies only to the Service Commission and does not apply to processing fees or other amounts that Flora Plus cannot recover from third parties.

6.4 Adjustments and Offsets

If the Operator’s Available Balance within a Settlement Cycle is insufficient to cover all applicable fees or charges, Flora Plus may offset such amounts against future Net Remittances or request reimbursement through a separate payment method provided by the Operator.

6.5 Updates to Fees

Flora Plus may update the Service Commission or other pricing applicable to the Platform upon at least fifteen (15) days’ prior notice to the Operator via the Extranet or other designated communication channels, unless earlier effectiveness is required by applicable law, payment network rules, or risk and compliance considerations. Any such updates will apply prospectively to bookings made after the effective date of the update. The Operator’s continued use of the Platform after the effective date constitutes acceptance of the revised fee structure.

7. Refunds, Disputes, and Deductions

Flora Plus centrally manages all refunds, disputes, and chargeback processes associated with transactions completed through the Platform. The Operator authorizes Flora Plus to execute refunds, respond to disputes, and take any action required to protect Customers, the Platform, or the integrity of the payment process.

7.1 Refunds Initiated by the Operator

The Operator may request refunds through the Extranet for bookings processed through the Platform. Flora Plus retains full discretion over the execution of any refund request. Refunds will only be processed when the Operator’s Available Balance or expected future Net Remittances are sufficient to cover the refund amount and all related costs.

By submitting a refund request, the Operator waives any claim against Flora Plus for refunds processed in good faith and in accordance with the Operator’s published policies or the protection of Customers and the Platform.

7.2 Refunds Initiated by Flora Plus

Flora Plus may, at its sole discretion and acting reasonably, issue refunds to Customers without prior Operator approval when Flora Plus reasonably determines that a refund is necessary to preserve platform integrity, prevent reputational harm, resolve service failures, comply with applicable standards, or protect Customers from unfair outcomes. Any refund issued by Flora Plus may be deducted from the Operator’s future Net Remittances.

Flora Plus will return to the Operator the proportional portion of the Service Commission previously retained for the refunded transaction, as described in Section 6.3. Processing fees are non-refundable under any circumstances.

7.3 Disputes and Chargebacks

Flora Plus will manage the response process for disputes and chargebacks, including the submission of supporting documentation (“compelling evidence”). The Operator must provide timely cooperation and any required materials. The Operator is financially responsible for the full amount of any chargeback, including the original transaction amount, processing fees, dispute-handling costs, and any associated penalties.

7.4 Deductions and Offsets

If the Operator’s Available Balance is insufficient to cover refunds, chargebacks, adjustments, or any amount owed under this Agreement, Flora Plus may offset such amounts against future Net Remittances. If future Net Remittances are insufficient, Flora Plus may require reimbursement through a separate payment method.

7.5 Platform Protection Measures

Flora Plus may withhold payouts, delay remittances, or apply additional Operational Reserves when elevated risk, excessive dispute activity, suspected fraud, operational inconsistencies, or compliance concerns are identified.

8. Operator Obligations

The Operator is solely responsible for the accuracy, legality, and quality of the tourism services offered through the Platform. By using the Platform, the Operator agrees to comply with the following obligations:

8.1 Accuracy of Information

The Operator must ensure that all service descriptions, pricing, availability, schedules, restrictions, images, policies, and other information displayed on the Platform are accurate, complete, and up to date. The Operator shall promptly correct any inaccuracies or omissions through the Extranet. Flora Plus is not obligated to verify or validate such content and does not assume responsibility for its legality or accuracy.

8.2 Compliance With Laws and Regulations

The Operator is solely responsible for complying with all applicable laws, regulations, and industry standards in each jurisdiction where it operates, including those related to tourism, consumer protection, safety, transportation, labor, tax obligations, and environmental requirements.

8.3 Licenses, Permits, and Insurance

The Operator must maintain all valid licenses, permits, certifications, and insurance coverage necessary to offer and deliver its services. Flora Plus may request proof of such documentation at any time and may suspend access to the Platform if the Operator fails to provide satisfactory evidence.

8.4 Taxes and Fiscal Obligations

The Operator is solely responsible for determining, collecting, reporting, and remitting all taxes, fees, levies, or governmental charges associated with its services. Flora Plus does not calculate, withhold, or remit taxes on behalf of the Operator.

8.5 Customer Service and Fulfillment

The Operator is exclusively responsible for the fulfillment of all bookings, including service delivery, customer support, communication with Customers, and resolution of operational incidents. Flora Plus has no responsibility for, and does not guarantee, the quality, safety, legality, or proper execution of the Operator’s services.

8.6 Cancellation and Refund Policies

The Operator must publish clear, accurate, and accessible cancellation and refund policies on its own website or sales channels, and must honor such policies consistently. The Operator is solely responsible for ensuring that Customers are informed of these policies prior to completing a booking. Flora Plus does not validate but may reference and enforce the Operator’s published policies when responding to Customer requests, refund inquiries, or disputes. In the event of any inconsistency between the Operator’s published website policies and any other communication or representation made to Customers, the version published on the Operator’s website shall govern.

8.7 Safety and Operational Standards

The Operator must ensure that all activities are conducted safely, professionally, and in accordance with applicable health, safety, and operational standards. The Operator shall take all necessary measures to protect Customers and third parties from harm.

8.8 Prohibited Conduct

The Operator must not engage in fraudulent, abusive, misleading, deceptive, or unfair practices, including manipulating availability, misrepresenting services, or providing inaccurate information to Customers or Flora Plus.

8.9 Cooperation with Flora Plus

The Operator shall cooperate with Flora Plus regarding refunds, disputes, customer inquiries, audits, compliance reviews, and requests for information or documentation related to transactions processed through the Platform.

8.10 Compliance Cooperation; KYC/AML

Upon reasonable request, the Operator shall promptly provide documentation and information required for compliance reviews, including know-your-customer (KYC) and anti-money-laundering (AML) checks, licensing and insurance verification, beneficial ownership information, sanction screening, or fraud investigations. Failure to provide satisfactory information may result in suspension or termination under Section 13 and adjustment of the Operational Reserve or Settlement Cycle.

9. Platform License and Use Restrictions

Flora Plus grants the Operator a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of marketing, selling, and managing the Operator’s tourism services, subject to the terms of this Agreement.

9.1 Ownership and Intellectual Property

All rights, title, and interest in and to the Platform—including its software, architecture, interfaces, databases, APIs, design elements, documentation, trademarks, and proprietary materials—are and shall remain the exclusive property of Flora Plus or its licensors. This Agreement does not grant the Operator any ownership rights in the Platform or any related intellectual property.

The Operator retains ownership of all content it uploads or provides to the Platform (including service descriptions, images, pricing, and operational details), and grants Flora Plus a non-exclusive, worldwide, royalty-free license to use such content as necessary to operate, promote, or facilitate the Platform.

9.2 Permitted Use

The Operator may use the Platform only in accordance with applicable laws and solely for lawful business purposes related to its tourism services. All access is limited to the functionalities made available through the Extranet and user interface.

9.3 Prohibited Conduct

The Operator shall not, and shall not permit others to:

• Copy, modify, adapt, translate, or create derivative works of the Platform.
• Reverse engineer, decompile, disassemble, or attempt to extract the Platform’s source code.
• Interfere with, disrupt, or damage the operation or security of the Platform.
• Use the Platform for fraudulent, abusive, misleading, or unauthorized activities.
• Circumvent technical restrictions, performance limits, or authentication mechanisms.
• Resell, sublicense, assign, or commercially exploit the Platform or any of its components.
• Use automated tools (including bots, scrapers, or crawlers) to access or interact with the Platform.

9.4 Platform Integrations and Technical Restrictions

Any integrations, third-party tools, or automated workflows involving the Platform require prior written authorization from Flora Plus. Unauthorized modifications, plugins, scripts, or external access methods are strictly prohibited.

9.5 Brand and Marketing Usage

The Operator may use Flora Plus trade names and branding solely to identify Flora Plus as its booking technology provider and only in forms previously approved by Flora Plus. The Operator may not alter, misuse, or imply endorsement or partnership beyond the limited relationship established by this Agreement.

Flora Plus may use the Operator’s name, brand assets, and descriptive content for marketing, promotional, or directory-style purposes associated with the Platform, unless the Operator requests removal in writing.

9.6 Suspension of Access

Flora Plus may suspend or terminate the Operator’s access to the Platform if prohibited conduct is detected, if security is compromised, or if the Operator violates any use restriction set forth in this Agreement.

10. Marketing and Branding License

The Operator grants Flora Plus a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, modify, display, distribute, and publish the Operator’s name, logos, trademarks, images, service descriptions, and other content (“Operator Content”) for purposes related to the operation, promotion, and improvement of the Platform.

This license includes, without limitation, the right to use Operator Content in:

• Search and discovery features within the Platform.
• Marketing campaigns and advertisements.
• Partner and affiliate channels.
• Editorial or informational content (including articles, guides, and social media posts).
• Product demonstrations, sales materials, and case studies.

10.1 No Transfer of Ownership

Nothing in this Agreement shall be construed as transferring or assigning ownership of the Operator Content. All rights, title, and interest in the Operator’s trademarks and brand assets remain solely with the Operator.

10.2 Accuracy and Legality of Operator Content

The Operator is solely responsible for ensuring that all Operator Content is accurate, lawful, and free from third-party rights violations. Flora Plus may remove or decline to use any Operator Content that is defamatory, misleading, offensive, infringing, or otherwise inconsistent with applicable laws or Flora Plus’ content standards.

10.3 Right to Request Removal

The Operator may request that Flora Plus cease using specific Operator Content in future marketing or promotional materials. Flora Plus will make commercially reasonable efforts to comply with such requests but may retain historical references or materials already published or distributed.

10.4 Use of Flora Plus Brand

The Operator may reference Flora Plus as its booking technology provider using approved brand assets, subject to any usage guidelines provided by Flora Plus. The Operator may not modify Flora Plus trademarks, imply sponsorship or partnership, or use Flora Plus branding in a misleading or unauthorized manner.

11. Data and Privacy

Flora Plus processes personal data collected through the Platform as an independent data controller for purposes of providing, securing, improving, and supporting the booking and payment services described in this Agreement. The Operator acknowledges that Flora Plus determines the means and purposes of processing personal data within the Platform environment.

11.1 Data Shared with the Operator

Flora Plus will provide the Operator with access to certain Customer information necessary for the Operator to fulfill bookings, deliver its services, and communicate with Customers regarding the purchased activity. 

In receiving such data, the Operator acts as an independent data controller, and not as a joint controller or processor of Flora Plus, with respect to its own processing of Customer data for the purposes described in this Agreement, and is solely responsible for complying with its own legal obligations as a controller under applicable data protection laws.

The Operator may use Customer data solely for booking fulfillment, on-site service delivery, and direct communications related to the purchased service. Customer data may not be exported, shared, sold, or reused for any direct or indirect external marketing, profiling, or unrelated purposes without the Customer’s explicit, valid consent.

11.2 Operator Responsibilities

The Operator is solely responsible for:

• Implementing appropriate security measures to protect Customer data.
• Complying with all applicable data protection laws in each jurisdiction where it operates.
• Providing any legally required notices or disclosures on its own website.
• Responding to Customer inquiries or requests related to its own use of Customer data.

Flora Plus may revoke the Operator’s access to Customer data if misuse, improper handling, or non-compliance is detected.

11.3 Flora Plus Responsibilities

Flora Plus collects and processes personal data in compliance with applicable laws, including the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and relevant data protection laws in Latin America. Flora Plus implements commercially reasonable technical and organizational measures to safeguard Customer and Operator data. Flora Plus does not sell Customer personal data.

11.4 International Transfers

Customer data may be transferred and stored across jurisdictions in which Flora Plus or its service providers operate. When transferring personal data outside of regions with adequate protection, Flora Plus will rely on lawful transfer mechanisms such as Standard Contractual Clauses (“SCCs”) or legally recognized equivalents.

11.5 Data Retention

Flora Plus retains Customer and Operator data for as long as necessary to provide the Platform services, comply with legal obligations, resolve disputes, prevent fraud, and enforce this Agreement. Retention periods may vary based on legal, financial, or operational requirements.

11.6 Data Subject Rights

To the extent required by law, Flora Plus will support Customers in exercising their data protection rights, including rights of access, correction, deletion, restriction, portability, and objection. Flora Plus may redirect any Customer inquiries related to the Operator’s independent use of Customer data directly to the Operator.

11.7 Data Ownership and Platform Rights

Flora Plus acts as an independent data controller for personal data processed through the Platform and determines the purposes and means of such processing. The Operator is an independent recipient of certain Customer data strictly for the purpose of fulfilling bookings and providing the purchased services.

Database Compilation. Without limiting the rights of Customers under applicable data protection laws, Flora Plus owns the compilation, structure, selection, and arrangement of data within the Platform’s databases. 

The Operator is granted a limited, non-exclusive license to access and use Customer data solely as necessary to fulfill bookings, deliver the associated services, and comply with its legal obligations, in accordance with this Agreement and applicable law.

Flora Plus does not sell Customer personal data. The Operator must not use Customer data for external marketing, profiling, or unrelated purposes without valid, explicit consent obtained in compliance with applicable data protection laws.

11.8 PCI Compliance and Cardholder Data

Payment card data is processed exclusively through Flora Plus’s authorized payment partners. The Operator shall not collect, store, transmit, or process primary account numbers (PANs), CVV/CVC codes, track data, or any other sensitive authentication data. The Operator must not request payment card details from Customers outside the authorized checkout flows provided through the Platform. The Operator shall implement reasonable security measures for any other data it processes and comply with any applicable PCI DSS responsibilities for merchants that do not handle payment card data directly.

12. Service Level and Support

Flora Plus will use commercially reasonable efforts to maintain the general availability and performance of the Platform and to provide access to the Platform and related services. The Operator acknowledges that the Platform may experience interruptions from time to time due to maintenance, upgrades, system updates, or circumstances beyond Flora Plus’ reasonable control.

12.1 General Availability

Flora Plus aims to provide continuous access to the Platform but does not guarantee uninterrupted or error-free operation. Scheduled maintenance may occur periodically, and Flora Plus will make reasonable efforts to minimize service disruptions and, when feasible, provide advance notice.

12.2 Technical Support

Flora Plus will provide support to the Operator through email or other designated communication channels. Support inquiries will be addressed using commercially reasonable efforts and within general response times communicated through the Extranet or support documentation. Response times may vary depending on the nature and severity of the issue.

12.3 Exclusions

The Operator acknowledges that Platform availability may be affected by:

• Scheduled or emergency maintenance;
• Internet or connectivity issues experienced by the Operator;
• Failures of third-party tools, systems, or service providers;
• Circumstances constituting force majeure;
• Actions or omissions of the Operator or its personnel;
• Security incidents caused by misuse of credentials or unauthorized access.

Flora Plus is not responsible for service interruptions resulting from any of the above circumstances.

12.4 No Guaranteed Service Levels

Unless expressly stated in a separate written agreement signed by Flora Plus, no specific service levels, uptime guarantees, or performance commitments apply to the Platform. The Operator’s sole remedy for dissatisfaction with Platform availability or performance is to discontinue its use of the Platform.

12.5 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) under this Agreement to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, civil disturbances, acts of terrorism, labor disputes, failures of utilities or telecommunications, or actions of government authorities. The affected party shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

13. Suspension and Termination

Flora Plus may suspend or terminate the Operator’s access to the Platform, in whole or in part, under the circumstances described in this Section. Suspension or termination does not relieve the Operator of any financial or contractual obligations incurred prior to the effective date.

13.1 Suspension of Access

Flora Plus may immediately suspend the Operator’s access to the Platform, with or without prior notice, if:

• Fraud, suspected fraud, or abusive activity is detected.
• Excessive disputes, chargebacks, or refund patterns indicate elevated risk.
• The Operator violates applicable laws, regulations, or industry standards.
• The Operator fails to provide valid licenses, permits, or insurance upon request.
• The Operator engages in deceptive, misleading, or harmful practices.
• The Operator’s activities threaten the integrity, security, or functionality of the Platform.
• Flora Plus identifies compliance, operational, or reputational risks requiring urgent action.

During suspension, Flora Plus may delay payouts, increase the Operational Reserve, or restrict access to Customer data for risk-management purposes.

13.2 Termination by Flora Plus

Flora Plus may terminate this Agreement with immediate effect if any of the conditions listed in Section 13.1 persist or constitute a material breach. Flora Plus may also terminate the Agreement upon providing reasonable notice to the Operator for business, operational, or compliance reasons.

13.3 Termination by the Operator

The Operator may terminate this Agreement at any time by providing written notice to Flora Plus. Termination by the Operator does not affect obligations arising from:

• Outstanding bookings,
• Pending refunds,
• Unresolved disputes,
• Negative Available Balances, or
• Any amounts owed to Flora Plus.

13.4 Obligations Upon Termination

Upon termination of this Agreement:

1. Fulfillment of Bookings. The Operator must honor all valid Customer reservations made prior to the termination date unless the Operator provides full refunds to affected Customers.
2. Final Payments. Flora Plus will provide the Operator with a final settlement statement and will remit any positive Net Remittance balance, if applicable, within a commercially reasonable period following the end of the applicable Settlement Cycle, taking into account any pending Disputes, Chargebacks, Refunds, or Operational Reserves.
3. Operational Reserve. Flora Plus may retain an Operational Reserve for a commercially reasonable period after termination to cover potential disputes, chargebacks, or adjustments.
4. Access to the Platform. The Operator’s access to the Extranet and all Platform functionalities will be disabled upon termination, except for limited access needed to obtain final reports or documentation made available by Flora Plus.
5. Customer Data. Access to Customer information will cease upon termination. Any continued use, storage, or processing of previously obtained Customer data must comply with this Agreement and applicable data protection laws.

13.5 No Liability for Suspension or Termination

Flora Plus shall not be liable to the Operator for any claims, losses, or damages arising from any suspension or termination carried out in accordance with this Agreement, except to the extent directly caused by Flora Plus’s gross negligence or willful misconduct.

14. Limitation of Liability and Indemnification

14.1 Platform Provided “As Is”

The Platform and all related services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. Flora Plus expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted service.

14.2 No Liability for Operator Services

Flora Plus is not responsible for, and shall not be liable for, any damages, losses, injuries, delays, accidents, service failures, operational issues, or claims arising out of or relating to:

• The Operator’s services, conduct, personnel, equipment, or facilities.
• The Operator’s interactions or communications with Customers.
• Inaccurate, misleading, or outdated information provided by the Operator.
• The Operator’s failure to fulfill or properly perform any booking.
• Acts, omissions, or negligence of the Operator or its employees, contractors, guides, or agents.

14.3 Limitation of Liability

To the maximum extent permitted by law, Flora Plus’ total aggregate liability arising from or relating to this Agreement shall not exceed the total Service Commissions paid by the Operator to Flora Plus during the six (6) months immediately preceding the event giving rise to the claim. In no event shall Flora Plus be liable for any indirect, incidental, special, punitive, or consequential damages, including lost revenue, lost profits, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

14.4 Operator Indemnification

The Operator agrees to defend, indemnify, and hold harmless Flora Plus, its affiliates, officers, employees, and agents from and against any claims, complaints, damages, liabilities, penalties, costs, investigations, or expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Operator’s services, activities, or operations;
• The Operator’s breach of this Agreement or any applicable law;
• The Operator’s use, handling, or storage of Customer data;
• Injuries, accidents, or incidents involving Customers;
• The Operator’s content, representations, or omissions;
• Any failure by the Operator to deliver, honor, or fulfill bookings;
• Disputes between the Operator and its Customers, personnel, or suppliers.

14.5 Survival

The following Sections shall survive termination of this Agreement, together with any other provisions that by their nature or express terms are intended to survive:
5.3–5.8; 6; 7; 8.2–8.10; 9; 10; 11; 12.3; 12.5; 13.4(a)–(e); 14; 15; 16; 17; and 19.

15. Assignment

Flora Plus may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, at any time and without restriction, including to any affiliate, successor entity, or acquirer as part of a corporate transaction.

The Operator may not assign, transfer, delegate, or subcontract this Agreement, in whole or in part, without the prior written consent of Flora Plus. Any attempted assignment in violation of this Section is void and has no legal effect.

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16. Legal Compliance

16.1 Operator Legal Obligations

The Operator represents, warrants, and covenants that it holds all licenses, permits, registrations, certifications, and insurance policies required under the laws and regulations of the jurisdictions in which it operates and offers services through the Platform. The Operator is solely responsible for ensuring full compliance with all applicable laws, including but not limited to those relating to:

• Tourism operations and local tourism authorities.
• Consumer protection and commercial practices.
• Health and safety standards.
• Transportation and equipment regulations.
• Labor, employment, and contractor requirements.
• Taxation, invoicing, and fiscal obligations.
• Environmental and land-use restrictions.
• Advertising, pricing, and disclosure requirements.

16.2 Responsibility for Compliance and Consequences

Flora Plus does not verify, monitor, or assume responsibility for the Operator’s compliance with any legal or regulatory obligations. The Operator remains fully liable for its own compliance failures and for any claims, fines, penalties, regulatory actions, or disputes arising from its operations, conduct, personnel, or services.

16.3 Documentation and Cooperation

The Operator agrees to promptly provide Flora Plus with proof of valid permits, licenses, insurance coverage, or other compliance documentation upon request. Flora Plus may suspend or terminate the Operator’s access to the Platform if such documentation is not provided or is found to be invalid, expired, or insufficient.

16.4 No Legal Advisory Role

Nothing in this Agreement shall be construed as creating any obligation for Flora Plus to act as a legal representative, agent, or advisor of the Operator with respect to regulatory, tax, or operational compliance.

16.5 Network and Processor Rules

The Operator shall comply with all applicable payment network rules and the acceptable use and service policies of Flora Plus’s authorized payment processors, as updated from time to time. In the event of any conflict between this Agreement and such rules or policies with respect to payment acceptance, refunds, chargebacks, or prohibited activities, the applicable network rules and processor policies shall prevail for those matters.

16.6 Trade Compliance and Anti-Corruption

Each party represents that it is not subject to any government sanctions and will not use the Platform in violation of applicable sanctions, export control, or anti-boycott laws, including those of the United States, the United Kingdom, and the European Union. The Operator shall not provide services to, or receive funds from, any person or jurisdiction that is subject to such sanctions.
Each party shall comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and shall maintain policies and controls reasonably designed to prevent bribery, improper payments, and corrupt practices in connection with this Agreement.

17. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or any transaction processed through the Platform shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English, seated in Wilmington, Delaware, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND WAIVES ANY RIGHT TO A JURY TRIAL. 

18. Language and Prevailing Version

This Agreement is drafted in English, which shall be the sole legally binding and enforceable version. Flora Plus may, at its discretion, provide courtesy translations for informational purposes only. In the event of any conflict, inconsistency, or ambiguity between the English version and any translated version, the English version shall control and prevail in all respects.

The Operator acknowledges that it has had the opportunity to review the English version of this Agreement and agrees that no translation shall modify, expand, or limit the parties’ rights or obligations as set forth herein.

19. Modifications and Notices

19.1 Modifications to the Agreement

Flora Plus may modify or update this Agreement at any time. Any revised version will be posted within the Operator’s Extranet or other designated account area. The updated Agreement becomes effective upon posting, unless a later effective date is stated.

For material changes that adversely affect the Operator’s economic terms or core obligations, Flora Plus will provide at least fifteen (15) days’ prior notice, unless earlier effectiveness is required by applicable law, payment network rules, or risk and compliance considerations. 

The Operator’s continued access to or use of the Platform after the revised Agreement is posted constitutes full acceptance of the updated terms. The Operator waives any right to receive separate individualized written notice of non-material modifications, provided that such modifications are made available within the Operator’s Extranet or other designated account area.

If the Operator does not agree with a material modification to this Agreement, the Operator may terminate this Agreement with immediate effect by providing written notice to Flora Plus prior to the effective date of the modification. In such case, the version of the Agreement in effect immediately prior to the modification shall continue to govern solely for purposes of winding down outstanding Bookings and settlement obligations.

19.2 Notices from Flora Plus

All notices, communications, or other formal correspondence from Flora Plus to the Operator under this Agreement shall be deemed delivered when sent to the email address associated with the Operator’s account or transmitted through the Extranet. The Operator is solely responsible for maintaining an active, valid, and monitored email address and for ensuring continued access to the Extranet.

19.3 Notices from the Operator

Any notices to Flora Plus under this Agreement must be submitted in writing to the contact information listed in Section 20 or through any communication channel specifically designated by Flora Plus for such notices. Notices are deemed received only when acknowledged by Flora Plus in writing.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous proposals, negotiations, representations, understandings, or agreements, whether written or oral. No statement, promise, or assurance not expressly included in this Agreement shall be binding on either party.

No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in accordance with Section 19 or expressly agreed to in a written instrument signed by Flora Plus.

21. Contact Information

For any questions regarding this Agreement or your use of the Platform, you may contact Flora Plus at:

Flora Plus, LLC

131 Continental Dr Suite 305

Newark, DE, 19713

United States

Email: support@getfloraplus.com

Flora Plus may update its contact information or designated communication channels from time to time. Any such updates will be communicated through the Extranet or other official notices as described in Section 19.