Contents

• 1. Definitions and Interpretation
• 2. Business Customers Only
• 3. Trade Accounts and Access
• 4. Orders
• 5. Pricing, Payment and Chargebacks
• 6. Delivery, Risk and Responsibility
• 7. Quality, Inspection and Complaints
• 8. Liability and Limits of Liability
• 9. Intellectual Property and Content
• 10. Public Statements, Reviews and Conduct
• 11. Account Suspension and Termination
• 12. Data Protection and Privacy
• 13. Governing Law and General Terms

1. Definitions and Interpretation

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

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

1.1.2 “You”, “Your” and “Customer” means the business customer placing an order with Us, including a florist, floral designer, event business, sole trader, partnership, limited company or other commercial buyer.

1.1.3 “Trade Account” means the account used by You to access Our trade website, trade pricing and ordering system.

1.1.4 “Goods” means any products supplied by Us, including fresh flowers, foliage, plants, sundries, packaging, ribbons, foam, vases, tools, accessories and any other florist supplies.

1.1.5 “Fresh Goods” means fresh flowers, foliage, plants and any other perishable living products.

1.1.6 “Pre-Order” means an order placed in advance for Goods that We source, reserve or allocate for You.

1.1.7 “In-Stock Order” means an order placed for Goods available from stock at the time of ordering.

1.1.8 “Requested Delivery Day” means the day You ask Us to aim for delivery. It is a target only and is not guaranteed.

1.1.9 “FreshProof” means Our digital verification process for reporting damage, shortage, incorrect items or quality issues with Fresh Goods only. FreshProof may be accessed by scanning a QR code on the delivery box, using a QR code or link sent by email, or using any other FreshProof access method We provide.

1.1.10 “FreshProof Report” means a completed report submitted through FreshProof for Fresh Goods, including all required photographs and information requested by the FreshProof process.

1.1.11 “FreshProof Window” means the four-hour period from the courier’s recorded delivery time during which a FreshProof Report must be completed and submitted for Fresh Goods.

1.1.12 “Damage” means Goods that arrive physically damaged, defective, rotten, frozen, mouldy, dead on arrival, materially short or incorrect. For Fresh Goods, Damage must be verified through FreshProof.

Natural variation, closed buds, thirst, slight transit tiredness, minor cosmetic marks, normal flower behaviour and anything resolved by normal professional conditioning are not Damage.

1.1.13 “Store Credit” means a credit applied to Your Trade Account for use against future orders. It is not a cash refund and cannot be exchanged for money.

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

1.1.15 “In Writing” or “Written” means by email to accounts@penelopestrade.co.uk (or any other email address We notify to You). Where these Terms say something must be agreed, confirmed or permitted by Us in writing, that means an email sent from that address. Where these Terms require You to contact, notify or send something to Us in writing, that means an email to that address.

1.2 Headings are for convenience only and do not affect interpretation.

1.3 Words such as “including”, “for example” and “such as” do not limit the meaning of the words that follow them.

1.4 These Terms apply to all orders placed with Us, whether through Our website, WhatsApp, email, social media message or any other ordering method We accept.

2. Business Customers Only

2.1 Penelope’s Trade is a business-to-business supplier. Our trade website, trade pricing and trade ordering channels are intended only for customers buying for business purposes.

2.2 By creating a Trade Account, ticking the business-customer confirmation at checkout, or placing an order with Us, You confirm that You are buying wholly or mainly for the purposes of Your trade, business, craft or profession.

2.3 We accept trade customers including florists, floral designers, event businesses, wedding suppliers, sole traders, home-based florists, partnerships, limited companies and other commercial buyers.

2.4 A customer may use a personal name, home address, personal email address or social media account and still be treated as a business customer where the order is placed for business purposes.

2.5 Because orders are placed on a B2B basis, consumer rights do not apply. This includes consumer cooling-off rights, consumer cancellation rights and consumer refund rights.

2.6 You are responsible for ensuring that the information You provide when creating an account or placing an order is accurate and up to date, including Your name, business or trading name where applicable, contact details, delivery address and billing details.

2.7 We may ask for reasonable evidence that You are buying as a business, such as a business name, website, social media page, proof of trading, business email address or other relevant information.

2.8 If We reasonably believe an account is not being used for genuine business purchasing, We may refuse an order, suspend the Trade Account, close the Trade Account, or require further information before accepting further orders.

2.9 These Terms apply to every order You place with Us, whether the order is placed through Our website, WhatsApp, email, social media message, telephone or any other ordering method We accept.

2.10 Any terms or wording supplied by You, including purchase order terms, email footers or your own business terms, do not apply unless We expressly agree to them in writing.

3. Trade Accounts and Access

3.1 Customers must create a Trade Account before placing orders with Us. A Trade Account is an online ordering login that provides access to Our trade website, trade pricing and ordering system only. It does not provide any credit facility, credit account, trade credit or deferred-payment terms.

3.2 Trade prices may be visible before account creation, but orders can only be placed through a Trade Account or another ordering method We accept.

3.3 You must provide accurate and up-to-date information when creating and using Your Trade Account, including Your name, business or trading name where applicable, contact details, billing details and delivery details.

3.4 You are responsible for all orders placed through Your Trade Account.

3.5 We may refuse, suspend, restrict or close a Trade Account where We reasonably believe that:

3.5.1 the account is not being used for genuine business purchasing;

3.5.2 false, incomplete or misleading information has been provided;

3.5.3 any sums due to Us in respect of an order have not been paid in full;

3.5.4 a chargeback, payment reversal or payment dispute has been raised without following Our complaints process;

3.5.5 trade pricing, ordering access, FreshProof or any other part of Our service has been misused;

3.5.6 You have behaved abusively, aggressively or unprofessionally towards Us, Our staff, couriers, suppliers or other customers;

3.5.7 continued trading with You may create a financial, legal, operational or reputational risk to Our business.

3.6 Suspension, restriction or closure of a Trade Account does not cancel any order already placed and does not remove Your responsibility to pay any outstanding sums due to Us.

3.7 We may update, change, restrict or withdraw parts of the Trade Account system, website or ordering process from time to time.

3.8 Continued use of Your Trade Account after these Terms are updated means You accept the updated Terms for future orders.

4. Orders

4.1 A binding contract is formed between You and Us when You submit Your order and We receive payment in full. All orders are binding once submitted and paid for, whether placed through Our website, WhatsApp, email, social media message, telephone or any other ordering method We accept. We do not supply any Goods before payment has been received in full.

4.2 Payment is required in full at checkout or at the time the order is placed.

4.3 Once an order has been placed, it cannot be cancelled, reduced, changed or refunded because You have changed Your mind, no longer need the Goods, made an error when ordering, or because Your own customer, event or booking has changed.

4.4 This applies to all Goods, including Fresh Goods, Pre-Orders, In-Stock Orders, sundries, packaging, tools, accessories and any other florist supplies.

4.5 Some sundries, packaging, tools, accessories, vases, containers, ribbons, foam, decorative items or other non-perishable Goods may be ordered in, sourced, reserved or purchased specifically for You.

Where this applies, the order is binding once placed and paid for and cannot be cancelled, reduced, amended or refunded unless We agree otherwise in writing.

Pre-Orders

4.6 A Pre-Order is an order placed in advance for Goods that We source, reserve, purchase, plan or allocate based on expected demand and customer orders.

4.7 Pre-Orders are binding once placed and paid for.

4.8 Pre-Orders cannot be cancelled, reduced, amended or refunded unless We agree otherwise in writing.

4.9 You acknowledge that Pre-Orders help Us plan, source and allocate stock in advance, and that cancellation or reduction after ordering can cause commercial loss.

In-Stock Orders

4.10 An In-Stock Order is an order for Goods available from stock at the time of ordering.

4.11 In-Stock Orders are processed quickly and cannot be cancelled, reduced, amended or refunded once placed.

Availability and Substitutions

4.12 All Goods are subject to availability. Fresh flowers and florist supplies can be affected by seasonality, crop conditions, transport delays, supplier shortages and market availability.

4.13 Product images, descriptions and colour references are a guide only. Fresh flowers are natural products and may vary in shade, size, shape, stem length, opening stage and appearance.

4.14 Where a flower, colour, variety, sundry or other item is unavailable, delayed or unsuitable, We may provide a suitable substitute of similar style, type, colour, value or purpose.

4.15 Substitutions may be made without prior notice where We reasonably consider this necessary to fulfil the order and avoid non-supply.

4.16 A suitable substitution does not entitle You to cancel the order, reject the Goods, withhold payment, claim a refund or raise a chargeback.

Partial Fulfilment and Allocation

4.17 Where part of an order is available but part is unavailable, delayed or unsuitable, We may fulfil the order in part and supply the available Goods, rather than holding or cancelling the whole order.

4.18 Where We are unable to supply part of an order and do not substitute it under clauses 4.14 to 4.15, We will refund the amount paid for the Goods not supplied to the original payment method used for the order.

4.19 Partial fulfilment, substitution or a refund for the unsupplied portion does not entitle You to reject the Goods actually supplied, cancel the rest of the order, withhold payment or raise a chargeback.

4.20 Where stock is limited and demand exceeds supply, We may allocate available Goods between customers fairly and reasonably, including on a pro-rata basis, and refund any portion We cannot supply.

Our Right to Refuse or Cancel Orders

4.21 We may refuse, cancel or limit an order where We reasonably believe that:

4.21.1 Goods are unavailable or unsuitable for supply;

4.21.2 there has been a pricing, stock, listing or website error;

4.21.3 the delivery address is incomplete, inaccurate or unsuitable;

4.21.4 payment has failed, been reversed or appears fraudulent;

4.21.5 You have breached these Terms or previously failed to follow Our complaints process;

4.21.6 You have behaved abusively, aggressively or unprofessionally;

4.21.7 accepting the order may create a financial, operational, legal or reputational risk to Our business.

4.22 If We cancel an order before dispatch due to Our own stock issue, supplier issue, pricing error, stock error, listing error or website error, We will refund the amount paid for the cancelled Goods to the original payment method used for the order.

4.23 If We cancel an order because of Your breach, incorrect information, failed payment, abusive behaviour, suspected fraud or other issue caused by You, We may deduct any reasonable costs already incurred before issuing any balance back to You.

5. Pricing, Payment and Chargebacks

5.1 Pricing

5.1.1 Prices are shown as displayed on Our website or as communicated by Us at the time of ordering.

5.1.2 You are responsible for checking the total price shown before placing an order.

5.1.3 Prices may change at any time due to availability, seasonality, supplier costs, market conditions, transport costs, exchange rates or listing updates.

5.1.4 A price change does not affect an order that has already been placed and paid for, unless there has been an obvious pricing, stock or website error.

5.1.5 If there is an obvious pricing, stock, listing or website error, We may cancel the affected order or contact You to agree the correct price before supply.

5.2 VAT

5.2.1 We are not registered for VAT. The prices We show are the total amount payable for the Goods. No VAT is added at checkout, no VAT is charged to You, and We do not issue VAT invoices.

5.2.2 Some Goods are sourced from or fulfilled by VAT-registered suppliers. Any VAT charged to Us by Our suppliers forms part of Our own costs and is reflected in Our prices. It is not separately itemised, charged to You, or recoverable by You, and Your VAT status does not affect the price You pay.

5.2.3 If We become registered for VAT in the future, We may be required to charge VAT on orders placed after Our registration takes effect. Where this applies, the price and VAT treatment shown at the time You place Your order will apply to that order, and We will update these Terms accordingly.

5.3 Payment

5.3.1 Payment is required in full at checkout or at the time the order is placed.

5.3.2 We may accept payment by debit card, credit card, bank transfer, payment link, PayPal, Shopify Payments or any other payment method We choose to make available.

5.3.3 An order is not confirmed until payment has been received in cleared funds.

5.3.4 If payment fails, is declined, is reversed, is recalled, appears fraudulent or does not clear, We may cancel the order, refuse dispatch, suspend Your Trade Account or require another payment method.

5.3.5 You are responsible for any bank charges, transfer fees, currency conversion fees, card fees or payment processing charges applied by Your bank or payment provider.

5.3.6 No credit accounts. We do not offer credit accounts, trade credit, invoicing or deferred-payment terms. All orders must be paid in full at the time the order is placed.

5.4 No Withholding or Set-Off

5.4.1 You must pay all sums due in full and must not withhold, deduct or set off any amount because of an alleged delay, shortage, defect, damage, complaint or FreshProof claim.

5.4.2 Any accepted complaint will be dealt with separately under the complaints and FreshProof section of these Terms.

5.5 Chargebacks and Payment Disputes

5.5.1 If You have a problem with an order, You must follow the complaints process set out in these Terms.

For Fresh Goods, this includes using FreshProof within the FreshProof Window. For non-perishable Goods, this means emailing Us within 24 hours of delivery with the evidence required under Section 7.

5.5.2 You must not raise a chargeback, payment reversal, bank recall or payment dispute instead of following Our complaints process where the payment is properly due.

5.5.3 If You raise a chargeback or payment dispute, We may defend it using order records, payment records, delivery evidence, courier tracking, photographs, FreshProof records, messages and any other relevant evidence.

5.5.4 If a chargeback, payment reversal or payment dispute is rejected, withdrawn, overturned or found to be unjustified, We may recover from You the original sum, any bank or platform fees, reasonable administration costs, statutory interest, late payment compensation and reasonable recovery costs where permitted by law.

5.5.5 Raising an unjustified chargeback or payment dispute may result in suspension or closure of Your Trade Account.

6. Delivery, Risk and Responsibility

6.1 Delivery Methods

6.1.1 Orders may be delivered by Us, Our suppliers, Our wholesalers, Our drivers, third-party couriers, postal services or any other delivery method We reasonably choose.

6.1.2 Delivery services may include Royal Mail, DPD, DHL, APC, supplier couriers, local couriers, pallet/freight services, refrigerated transport or any other suitable delivery provider.

6.1.3 We may dispatch Goods from Our own premises, directly from a supplier, directly from a wholesaler, or from any other fulfilment location We use.

6.1.4 Some or all Goods may be sourced, fulfilled, packed or dispatched by a third-party supplier or fulfilment partner on Our behalf, including under a white-label or marketplace arrangement. Where this applies, Your contract for the Goods remains with Us and these Terms continue to apply.

6.2 Delivery Dates Are Estimates

6.2.1 Any delivery date or Requested Delivery Day is an estimate only.

6.2.2 We will aim to deliver on the Requested Delivery Day where possible, but delivery dates are not guaranteed unless We expressly state in writing that a guaranteed delivery service applies.

6.2.3 Fresh flowers and florist supplies can be affected by courier delays, supplier delays, customs checks, plant-health inspections, weather, traffic, transport disruption, strikes, crop issues, stock shortages and other events outside Our reasonable control.

6.2.4 A delay, delivery on a different day, courier issue or supplier issue does not entitle You to cancel the order, reject the Goods, claim a refund, raise a chargeback or claim compensation.

6.2.5 Where Goods arrive later than expected but remain usable, the order remains valid and no refund or compensation is due.

6.3 Delivery, Safe Place and Proof of Delivery

6.3.1 Delivery is treated as complete when the Goods are delivered to the delivery address You provided or otherwise marked as delivered by the courier or delivery provider.

6.3.2 Courier tracking, GPS data, delivery photographs, signature records, scan events, delivery notes, neighbour delivery records or safe-place records may be used as proof of delivery.

6.3.3 Delivery to a safe place, neighbour, reception, shared entrance, communal area, business unit, workplace, venue, studio or other address provided by You will be treated as completed delivery.

6.3.4 Some couriers may choose or offer safe-place, neighbour or no-contact delivery depending on their own delivery rules and preferences. We do not control every courier decision.

6.3.5 Once the Goods have been marked as delivered, the order is treated as delivered and accepted for delivery purposes.

6.4 Risk After Delivery

6.4.1 Risk in the Goods passes to You once delivery is completed.

6.4.2 After delivery, You are responsible for the Goods, including bringing them inside immediately, checking them, protecting them from heat, cold, rain, wind, theft, damage, delay, pets, children or any other risk.

6.4.3 We are not responsible for theft, loss, exposure, deterioration or damage after delivery has been completed.

6.4.4 If You are not present when Fresh Goods are delivered, the FreshProof Window still runs from the courier’s recorded delivery time.

6.5 Ownership

6.5.1 Because payment is required in full before dispatch, ownership of (title to) the Goods passes to You on completion of delivery, at the same time as risk passes to You under clause 6.4.

6.6 Delivery Address and Access

6.6.1 You are responsible for providing a full, accurate and accessible delivery address.

6.6.2 You are responsible for providing any relevant access details, including gate codes, unit numbers, business names, opening hours, delivery instructions and contact numbers.

6.6.3 If delivery fails, is delayed, is refused or is made difficult because of incorrect, incomplete or unsuitable information provided by You, the order remains valid and no refund or compensation is due.

6.6.4 If You ask for delivery to a third-party address, venue, event location, workplace, shop, studio, customer address or home address, You do so at Your own risk.

6.7 Fresh Goods, Temperature and Conditioning

6.7.1 Fresh Goods are living, perishable and temperature-sensitive.

6.7.2 Fresh flowers may arrive thirsty, closed, tight, soft, tired from transit or needing time to recover. This is normal in the floral trade and does not automatically mean the Goods are damaged.

6.7.3 You are responsible for bringing Fresh Goods indoors immediately after delivery and for storing, trimming, hydrating, conditioning and cooling them correctly.

6.7.4 We are not responsible for any issue caused or worsened by delay in unpacking, incorrect storage, lack of hydration, poor conditioning, heat, cold, unsuitable premises or handling after delivery.

6.8 Ordering for Events, Weddings and Time-Sensitive Work

6.8.1 You are responsible for ordering sufficiently in advance for any wedding, funeral, event, bouquet order, installation, workshop, photoshoot or other time-sensitive work.

6.8.2 You should allow enough time for delivery, inspection, hydration, conditioning, bloom opening, recovery from transport and sourcing alternatives if needed.

6.8.3 We are not responsible if You order too late, rely on same-day usability, or do not allow enough time before Your own deadline.

6.8.4 Any loss connected to Your own customer, event, booking, refund, reputation, labour, travel, materials or missed deadline is excluded as set out in the liability section of these Terms.

7. Quality, Inspection and Complaints

7.1 Inspection on Delivery

7.1.1 You must inspect all Goods promptly upon delivery.

7.1.2 Because Fresh Goods are perishable, time-sensitive and easily affected by handling and storage, any issue with Fresh Goods must be reported quickly and with clear evidence.

7.1.3 This section applies to all Goods, but FreshProof only applies to Fresh Goods.

7.2 FreshProof Applies to Fresh Goods Only

7.2.1 FreshProof is Our required complaints and verification process for Fresh Goods.

7.2.2 FreshProof must be used for any complaint about damage, shortage, incorrect items, quality issues, breakage, missing stems or any other issue with Fresh Goods received.

7.2.3 FreshProof may be accessed by scanning a QR code on the delivery box, using a QR code or link sent by email, or using any other FreshProof access method We provide.

7.2.4 Complaints about Fresh Goods sent only by WhatsApp, social media message, phone call, text message or email will not be accepted unless clause 7.4 applies.

7.2.5 You must follow the FreshProof prompts fully and provide all photographs and information requested.

7.3 FreshProof Window

7.3.1 A complete FreshProof Report for Fresh Goods must be submitted within four hours of the courier’s recorded delivery time.

7.3.2 The four-hour window applies whether the Fresh Goods are delivered directly to You, left in a safe place, left with a neighbour, delivered to reception, delivered to a venue, or marked as delivered by the courier.

7.3.3 If a complete FreshProof Report is not submitted within the four-hour window, the Fresh Goods will be treated as accepted and no complaint, credit, refund or replacement will be due.

7.3.4 You are responsible for ensuring that someone is available to receive, inspect and report any issue with Fresh Goods within the FreshProof Window.

7.3.5 You acknowledge that You are a professional trade buyer, that Fresh Goods are perishable, and that prompt inspection and reporting within the FreshProof Window is reasonable for this reason. Where Goods had a defect that was genuinely present at delivery but could not reasonably have been identified within the FreshProof Window, You must report it through FreshProof (or by email under clause 7.4) as soon as it reasonably becomes apparent and in any event before the Goods are used, processed or disposed of.

7.4 If FreshProof Is Unavailable

7.4.1 If FreshProof is genuinely unavailable or the QR code/link cannot be accessed, You must email Us within the same four-hour window.

7.4.2 The email must include Your order number, a clear explanation of the issue and the same evidence FreshProof would have required.

7.4.3 This includes clear photographs of each affected stem, plus any group photographs, box photographs, label photographs or other images reasonably needed to verify the issue.

7.4.4 You must then complete FreshProof as soon as access becomes available, where We ask You to do so.

7.4.5 This exception only applies where FreshProof is genuinely unavailable or inaccessible. It does not apply where You simply choose not to use it.

7.5 Evidence Required for Fresh Goods

7.5.1 You must provide clear, well-lit photographs showing the issue.

7.5.2 Where the complaint relates to individual stems, the evidence must clearly show each affected stem.

7.5.3 Where FreshProof asks for both individual photographs and group photographs, both must be provided.

7.5.4 Blurry photographs, incomplete photographs, missing photographs, grouped photos that do not show the individual affected stems clearly, or reports that do not follow the FreshProof prompts may be rejected.

7.5.5 We may reject any Fresh Goods claim where We cannot reasonably verify the issue from the evidence provided.

7.6 What Counts as Damage to Fresh Goods

7.6.1 Damage to Fresh Goods means Fresh Goods that arrive physically damaged, defective, broken, rotten, frozen, mouldy, dead on arrival, materially short, materially incorrect or otherwise not as supplied.

7.6.2 Damage to Fresh Goods may include snapped stems, broken heads, crushed blooms, rotten stems, frozen stems, mould, dead-on-arrival flowers, significant shortages or the wrong product being supplied.

7.6.3 The following are not Damage:

• Natural variation in colour, shade, size, shape, stem length or opening stage.
• Closed or tight buds.
• Thirsty stems that need hydration.
• Minor bruising, marks or guard petals.
• Slight transit tiredness.
• Natural scent, pollen or shedding.
• Flowers opening, closing, moving, drinking or changing over time.
• Normal finite vase life.
• Issues caused or resolved by normal professional conditioning, trimming, hydrating or cooling.
• Issues caused after delivery by storage, heat, cold, handling, delay, poor conditioning or use.

7.6.4 Fresh flowers are natural, living products. They will not be identical to product photographs, sample images or previous batches.

7.7 Fresh Goods Used, Processed or Disposed Of

7.7.1 You must complete FreshProof before using, processing or disposing of Fresh Goods.

7.7.2 Once Fresh Goods have been cut, trimmed, conditioned, arranged, used, altered, incorporated into work, resold, discarded or disposed of, they are treated as accepted and no complaint may be raised.

7.7.3 This applies even if the FreshProof Window has not yet expired.

7.8 Non-Perishable Goods, Sundries and Accessories

7.8.1 FreshProof does not apply to non-perishable Goods, including sundries, packaging, tools, accessories, ribbons, foam, vases, containers, decorative items or other florist supplies.

7.8.2 You must inspect non-perishable Goods promptly on delivery.

7.8.3 Any complaint about non-perishable Goods, including damage, missing items, incorrect items or defects, must be emailed to Us within 24 hours of delivery.

7.8.4 The email must include Your order number, a clear explanation of the issue and clear photographs showing the affected item, packaging and delivery label where relevant.

7.8.5 Complaints about non-perishable Goods raised after 24 hours may be rejected because We cannot reasonably verify the condition of the Goods on delivery.

7.8.6 Once non-perishable Goods have been opened, used, cut, altered, assembled, installed, incorporated into work, resold or disposed of, they are treated as accepted and no complaint may be raised.

7.9 Assessment of Claims

7.9.1 We will assess complaints fairly and reasonably using the evidence provided.

7.9.2 We may reject a claim where the evidence shows natural variation, normal flower behaviour, poor conditioning, post-delivery deterioration, customer handling issues, use after delivery, or insufficient evidence.

7.9.3 For Fresh Goods, Our assessment will be based on the condition of the Goods at the point of delivery, as far as this can be verified from FreshProof or valid email evidence under clause 7.4.

7.9.4 For non-perishable Goods, Our assessment will be based on the condition of the Goods at delivery, as far as this can be verified from the email evidence provided under clause 7.8.

7.10 Remedy for Accepted Claims

7.10.1 Where We accept that Goods were genuinely damaged, incorrect, missing or materially short on delivery, We will issue a Store Credit for the affected stems or items only.

7.10.2 We do not credit the whole order unless the whole order is genuinely affected and verified.

7.10.3 Store Credit is the only remedy for accepted complaints, unless We choose to offer a replacement or other goodwill solution at Our discretion.

7.10.4 Store Credit is not a cash refund, cannot be exchanged for money and must be used against future orders.

7.10.5 Any Store Credit must be used within 12 months of issue unless We agree otherwise in writing.

7.11 No Returns

7.11.1 Fresh Goods cannot be returned because they are perishable.

7.11.2 Sundries, packaging, tools, accessories and other non-perishable Goods may only be returned where We have agreed this in writing before return.

7.11.3 Goods returned without Our written agreement may not be accepted, credited or replaced.

8. Liability and Limits of Liability

8.1 Liability We Do Not Exclude

8.1.1 Nothing in these Terms excludes or limits Our liability for:

• death or personal injury caused by Our negligence;
• fraud or fraudulent misrepresentation;
• breach of title where the law does not allow this to be excluded; or
• any other liability that cannot legally be excluded or limited.

8.1.2 All limits and exclusions in these Terms apply only as far as the law allows.

8.2 No Liability for Business Losses

8.2.1 We are not liable for any indirect, consequential or wider business loss arising from an order, delay, delivery issue, complaint, product issue or use of the Goods.

8.2.2 This includes, but is not limited to:

• loss of profit, sales, income or revenue;
• loss of business, contracts, bookings or opportunities;
• wedding, funeral, event, workshop, photoshoot or installation disruption;
• refunds, discounts or compensation You give to Your own customers;
• reputational damage;
• labour, staffing, preparation, travel or replacement costs;
• wasted materials or packaging;
• losses caused by Your own deadlines, promises, pricing or customer expectations.

8.2.3 These exclusions apply even where You tell Us in advance that the Goods are needed for a wedding, event, customer order or other time-sensitive purpose.

8.3 Fresh Goods and Natural Products

8.3.1 We are not liable for issues caused by the natural, perishable or variable nature of Fresh Goods.

8.3.2 We are not liable for variation in colour, shade, size, shape, stem length, opening stage, scent, pollen, vase life or natural flower behaviour.

8.3.3 We are not liable for issues caused or worsened by Your handling, storage, conditioning, hydration, cooling, processing, arranging, use, resale or delay after delivery.

8.4 Delivery and Third Parties

8.4.1 We are not liable for delays, failed delivery, misrouting, courier handling, safe-place delivery, neighbour delivery, scanning errors, supplier delays or transport issues outside Our reasonable control.

8.4.2 Where We reasonably can, We may assist with courier or supplier issues, but this does not make Us responsible for losses caused by third parties.

8.5 Maximum Liability

8.5.1 Subject to clause 8.1, Our maximum total liability for any claim or series of related claims is limited to the amount You paid for the affected Goods.

8.5.2 Where only some stems, items or products are affected, Our maximum liability is limited to the amount paid for those affected stems, items or products only.

8.5.3 For accepted complaints, Your remedy is the Store Credit set out in Section 7.

8.6 Your Responsibility to Reduce Loss

8.6.1 You must take reasonable steps to reduce or avoid any loss.

8.6.2 This includes inspecting Goods on delivery, using FreshProof within the FreshProof Window, conditioning Fresh Goods properly, storing Goods correctly, ordering in advance for time-sensitive work and sourcing alternatives where reasonably possible.

8.6.3 We are not responsible for any loss that could reasonably have been avoided or reduced by You.

8.7 Force Majeure

8.7.1 We are not responsible for delay, non-performance or failure to supply caused by events outside Our reasonable control.

8.7.2 This includes, but is not limited to, weather, extreme temperatures, crop failure, disease, supplier shortages, customs checks, plant-health inspections, freight delays, transport disruption, courier disruption, strikes, labour shortages, pandemics, power failures, website outages, payment provider issues or other supply-chain disruption.

8.7.3 Payment obligations are not excused by force majeure where Goods have already been supplied or costs have already been incurred.

8.8 Your Insurance

8.8.1 You are responsible for assessing the risks of Your own business, customers, events, weddings, orders and deadlines.

8.8.2 You should maintain suitable business insurance, including insurance for event work, customer claims, cancellation, stock issues, public liability and any other risks relevant to Your business.

8.8.3 You agree that You are better placed than Us to insure against losses connected to Your own customers, events, bookings and business operations.

8.9 Indemnity

8.9.1 You agree to indemnify Us against losses, claims, costs, damages and reasonable expenses arising from:

• Your breach of these Terms;
• Your misuse, poor handling, storage, conditioning or use of the Goods;
• Your failure to follow FreshProof, delivery or care requirements;
• claims made by Your own customers, clients, venues or third parties;
• promises, guarantees or representations You make to Your own customers;
• Your negligence, misconduct or unlawful use of the Goods.

8.9.2 This indemnity does not apply to the extent that the loss is caused by Our own negligence, fraud or breach of these Terms.

8.9.3 This clause continues to apply after Your Trade Account is closed or an order is completed.

9. Intellectual Property and Content

9.1 Our Intellectual Property

9.1.1 All intellectual property, content and materials created, owned or supplied by Us remain Our property.

9.1.2 This includes Our photographs, videos, product images, bouquet images, arrangement images, website text, product descriptions, training materials, guides, course content, designs, logos, branding, packaging designs, trade names, social media content and any content connected with Penelope’s, Penelope’s Flowers, Penelope’s Trade or Penflo.

9.1.3 Buying Goods from Us does not give You any ownership rights or licence to use Our intellectual property.

9.2 No Use Without Permission

9.2.1 You must not copy, download, screenshot, save, reproduce, edit, repost, publish, advertise with, sell, share or otherwise use Our photographs, videos, website content, training content, branding, logos or other materials unless We have given written permission.

9.2.2 You must not use Our content to advertise, promote or sell Your own goods, services, bouquets, arrangements, workshops, training, products or business.

9.2.3 You must not use Our photographs, videos or product images to sell flowers or supplies bought from Us or from anyone else.

9.2.4 You must not remove, crop, hide or edit any watermark, logo, tag, caption or brand indicator from Our content.

9.3 No Copying Our Brand or Materials

9.3.1 You must not copy or imitate Our branding, website layout, product wording, product names, bouquet designs, packaging style, training materials, course content, guides, social media content or any other part of Our business identity.

9.3.2 You must not use Our intellectual property to create competing products, services, websites, training courses, workshops, templates, guides or marketing materials.

9.4 Permission and Credit

9.4.1 Where We give written permission for You to use any of Our content, You must only use it in the way We have approved.

9.4.2 Where We ask for credit, tags or wording to be included, You must include them clearly and must not remove them.

9.4.3 Permission can be withdrawn by Us at any time. If permission is withdrawn, You must stop using the content immediately.

9.5 Content You Send or Tag Us In

9.5.1 If You tag Us in content, send Us photographs or videos, or share content with Us showing Goods supplied by Us, You give Us permission to repost, share, publish and use that content for Our marketing, website and social media.

9.5.2 You confirm that You own or have permission to share any content You send or tag Us in.

9.5.3 We may credit You when reposting Your content, but We are not required to do so unless agreed in writing.

9.6 Breach

9.6.1 If You misuse Our intellectual property or content, We may require You to remove it immediately.

9.6.2 We may suspend or close Your Trade Account and take legal action where necessary to protect Our rights.

9.6.3 You agree to reimburse Us for reasonable losses, costs and legal fees caused by Your unauthorised use of Our intellectual property.

10. Public Statements, Reviews and Conduct

10.1 Honest Reviews

10.1.1 Nothing in these Terms prevents You from leaving an honest review or giving a genuine opinion about Your experience.

10.1.2 However, any public statement, review, post, comment or message You make about Us must be truthful, fair and not misleading.

10.2 False or Misleading Statements

10.2.1 You must not publish, share, repeat or encourage any false, misleading, defamatory or damaging statement about Us, Our staff, Our Goods, Our suppliers or Our business.

10.2.2 This applies to all platforms and spaces, including Facebook, Instagram, TikTok, WhatsApp groups, Telegram groups, forums, review websites, blogs, email groups, private groups, public groups and any other online or offline communication.

10.2.3 A statement may be misleading if it leaves out important facts, including that:

• You did not use FreshProof where required;
• You missed the FreshProof Window;
• You did not provide clear evidence;
• the Goods had already been used, cut, conditioned, arranged or disposed of;
• the issue arose after delivery;
• the issue was caused by storage, handling, heat, cold, delay or poor conditioning;
• the issue related to natural flower behaviour rather than Damage.

10.3 Complaints Process First

10.3.1 Where You have a complaint about an order, You should use the complaints process in these Terms before posting publicly.

10.3.2 For complaints about Fresh Goods, this means using FreshProof within the FreshProof Window.

10.3.3 For complaints about non-perishable Goods, this means emailing Us within 24 hours of delivery with the evidence required under Section 7.

10.3.4 If You post publicly without first giving Us a reasonable chance to review the issue through the correct process, We may refer to that in any response or dispute.

10.4 Our Right to Respond

10.4.1 Where You make a public allegation about Us, We may respond publicly where We reasonably consider it necessary to protect Our business, staff or reputation.

10.4.2 Any response We make will be limited to relevant factual information.

10.4.3 This may include order details, delivery evidence, courier tracking, delivery photographs, FreshProof timestamps, complaint history, messages, evidence of missed reporting windows and evidence showing whether the complaints process was followed.

10.4.4 We will not share unnecessary personal information.

10.5 Abusive or Unprofessional Behaviour

10.5.1 You must not behave abusively, aggressively, threateningly, harassingly or unlawfully towards Us, Our staff, suppliers, couriers or other customers.

10.5.2 This includes abusive messages, threats, harassment, intimidation, discriminatory language, repeated unreasonable contact, or attempts to pressure staff outside the complaints process.

10.5.3 Where this happens, We may restrict communication, require all communication to be in writing, suspend or close Your Trade Account, refuse future orders, report unlawful behaviour, or take legal action where necessary.

10.6 Breach

10.6.1 If You publish or share false, misleading, defamatory or abusive content about Us, We may ask You to remove or correct it.

10.6.2 We may suspend or close Your Trade Account and refuse future orders.

10.6.3 We reserve the right to take legal action where a statement causes or is likely to cause serious harm to Our business or reputation.

10.6.4 You agree to reimburse Us for reasonable losses, costs and legal fees caused by Your false, misleading, defamatory, abusive or unlawful statements or behaviour, where recoverable by law.

11. Account Suspension and Termination

11.1 Our Right to Suspend or Close Accounts

11.1.1 We may suspend, restrict or close Your Trade Account where We reasonably believe that:

• payment has failed, been reversed or remains unpaid;
• You have raised an unjustified chargeback, payment reversal or payment dispute;
• You have provided false, incomplete or misleading information;
• You have misused trade pricing, FreshProof, Our website, Our content or Our ordering process;
• You have breached these Terms;
• You have behaved abusively, aggressively, threateningly or unprofessionally;
• You have published or shared false, misleading or defamatory statements about Us;
• continued trading with You creates a financial, operational, legal or reputational risk to Our business.

11.1.2 We may also suspend, restrict or close an account where We reasonably suspect fraud, attempted fraud, identity misuse or unlawful activity.

11.2 Effect on Orders

11.2.1 If Your Trade Account is suspended, restricted or closed, We may cancel any pending, unfulfilled or future orders.

11.2.2 Where We cancel an order because of Your breach, failed payment, chargeback, abusive behaviour, false information, suspected fraud or other issue caused by You, We may deduct reasonable costs already incurred before returning any remaining balance.

11.2.3 Reasonable costs may include stock already ordered or allocated, supplier charges, payment processing fees, packaging, courier costs, administration time and any other costs directly connected to the order.

11.2.4 Where We cancel an order for reasons not caused by You, We will refund the amount paid for the cancelled Goods to the original payment method used for the order.

11.3 Outstanding Sums

11.3.1 Suspension, restriction or closure of Your Trade Account does not remove Your responsibility to pay any sums owed to Us.

11.3.2 Any unpaid balance remains payable in full.

11.3.3 We may recover overdue sums as a commercial debt, including statutory interest, statutory late payment compensation, reasonable recovery costs and legal costs where permitted by law.

11.4 New or Duplicate Accounts

11.4.1 You must not open, use or attempt to use another Trade Account to avoid a suspension, restriction, closure, unpaid balance, chargeback dispute or previous breach of these Terms.

11.4.2 This includes using a different name, business name, trading name, email address, social media account, delivery address or associated person.

11.4.3 We may close duplicate or linked accounts and refuse future orders where We reasonably believe they are being used to bypass Our decision.

11.5 Refusal of Future Supply

11.5.1 We may refuse future orders from You where We have suspended or closed Your account, or where We reasonably believe further trading would create a risk to Our business.

11.5.2 We are not required to provide trade access, trade pricing or ongoing supply to any customer.

12. Data Protection and Privacy

12.1 Controller and Contact

12.1.1 Penflo Retail Limited (Company No. 16604769), trading as Penelope’s Trade, is the controller of personal data You provide.

12.1.2 For any data protection query or request, contact accounts@penelopestrade.co.uk.

12.2 Data We Collect

12.2.1 We may collect and store:

• Your name;
• business or trading name;
• billing and delivery addresses;
• email address and telephone number;
• order history, payment records and delivery records;
• courier tracking information;
• FreshProof reports, photographs, timestamps and complaint records;
• messages sent by WhatsApp, Instagram, email, SMS or other communication channels;
• account, login and technical information, including IP address, device information and timestamps where available.

12.3 Why We Use It and Our Lawful Bases

12.3.1 We process Your data to create and manage Your Trade Account, process and fulfil orders, take payment, arrange delivery, communicate about orders, send invoices and receipts, verify complaints through FreshProof, and handle disputes and chargebacks. Our lawful basis is performance of a contract with You (or steps to enter into one).

12.3.2 We process data to keep accounting, tax and business records. Our lawful basis is compliance with a legal obligation.

12.3.3 We process data to prevent fraud, recover debts, protect and administer Our business, enforce these Terms, and send relevant business and trade updates to existing trade customers. Our lawful basis is Our legitimate interests in running and protecting Our business, balanced against Your rights.

12.3.4 Where the law requires Your consent (for example, certain marketing to sole traders or individuals), We will rely on consent, which You may withdraw at any time.

12.4 Marketing

12.4.1 We may send trade customers stock updates, product availability, trade offers and business updates by email, WhatsApp, SMS, telephone or social media message.

12.4.2 For sole traders, partnerships and individuals, We will only send marketing where We are permitted to do so, and will obtain consent where required.

12.4.3 You can opt out of marketing at any time by contacting accounts@penelopestrade.co.uk. We may still contact You about orders, payments, delivery, complaints, account issues or legal matters after You opt out.

12.5 Who We Share Data With

12.5.1 We may share Your data, only as reasonably necessary, with:

• our e-commerce platform (Shopify) and any connected marketplace or fulfilment arrangement we use, including Shopify Collective;
• our fulfilment supplier(s);
• payment providers;
• couriers and delivery providers;
• FreshProof or complaint-system providers;
• IT, hosting and software providers;
• accountants and bookkeepers;
• legal advisers and debt recovery services;
• courts, regulators, HMRC or law enforcement where required.

12.5.2 We do not sell Your personal data.

12.6 International Transfers

12.6.1 Some of Our providers (for example, Shopify and certain IT or payment providers) may process data outside the UK. Where this happens, We rely on appropriate safeguards, such as a UK adequacy decision or the UK International Data Transfer Agreement or Addendum, to protect Your data.

12.7 Evidence and Complaints

12.7.1 FreshProof reports, photographs, timestamps, delivery evidence, order records and message records may be kept and used in connection with complaints, chargebacks, payment disputes, legal claims and account reviews.

12.8 Data Retention

12.8.1 We keep data only for as long as reasonably necessary for business, legal, accounting, tax, complaint, fraud-prevention and dispute purposes. Some records, such as order, payment, tax and complaint records, may be kept for several years.

12.9 Your Rights

12.9.1 You may have the right to access Your personal data, correct inaccurate data, request deletion, restrict or object to processing, and request data portability. These rights may be limited where We must keep data for legal, accounting, tax, complaint, fraud-prevention, debt-recovery or dispute purposes.

12.9.2 To exercise any right, contact accounts@penelopestrade.co.uk.

12.9.3 You also have the right to complain to the Information Commissioner’s Office (ICO) at ico.org.uk, though We ask that You contact Us first so We can try to resolve the matter.

12.10 Data Accuracy

12.10.1 You must keep Your account, contact, billing and delivery details accurate and up to date. We are not responsible for issues caused by incorrect or outdated information You provide.

12.11 Separate Privacy Policy

12.11.1 We may publish a separate Privacy Policy on Our website with further detail. Where We do, it supplements this section.

13. Governing Law and General Terms

13.1 Governing Law

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

13.2 Courts and Disputes

13.2.1 The courts of England and Wales have exclusive jurisdiction over any dispute, claim, debt recovery action or legal proceedings connected with these Terms, Your Trade Account, any order, any payment, any delivery or any dealings between You and Us.

13.2.2 Because these Terms apply to B2B trade sales, consumer dispute schemes, consumer arbitration schemes and consumer cancellation processes do not apply.

13.2.3 Any payment platform, marketplace or card provider dispute process does not replace the complaints process set out in these Terms.

13.3 These Terms Prevail

13.3.1 These Terms apply to every order You place with Us.

13.3.2 Any terms You try to apply, including purchase order terms, email footers, invoice terms or Your own business terms, do not apply unless We expressly agree to them in writing.

13.4 Changes to These Terms

13.4.1 We may update these Terms from time to time.

13.4.2 The Terms in force at the time You place an order apply to that order.

13.4.3 If You continue to use Your Trade Account or place orders after the Terms are updated, the updated Terms apply to future orders.

13.5 Notices and Communication

13.5.1 We may contact You by email, WhatsApp, SMS, telephone, social media message or post using the contact details You have provided.

13.5.2 Notices sent by email, WhatsApp, SMS or social media message are treated as received on the day they are sent, unless We receive clear evidence that they were not delivered.

13.5.3 Notices sent by post are treated as received two Working Days after posting.

13.5.4 You are responsible for keeping Your contact details accurate and up to date.

13.6 Evidence

13.6.1 In any complaint, chargeback, payment dispute, account review or legal dispute, We may rely on

relevant evidence including:

• website records and Shopify records;
• order confirmations;
• payment records, invoices and receipts;
• screenshots;
• WhatsApp, email, SMS and social media messages;
• FreshProof reports, photographs and timestamps;
• courier tracking, GPS, delivery photographs and signatures;
• supplier records;
• account login records and technical records.

13.6.2 Copies, screenshots, exports and digital records may be used as evidence.

13.7 Severability

13.7.1 If any part of these Terms is found to be invalid, unlawful or unenforceable, the rest of the Terms will continue to apply.

13.7.2 Any invalid or unenforceable wording will be treated as changed only as far as necessary to make it valid and enforceable.

13.8 No Waiver

13.8.1 If We do not enforce a right immediately, this does not mean We have given up that right.

13.8.2 Any goodwill gesture, extension, credit, replacement, discount or exception We offer is a one-off and does not change these Terms or create a right to the same treatment in future.

13.9 Assignment

13.9.1 We may transfer, assign or subcontract Our rights and obligations under these Terms where reasonably necessary for Our business.

13.9.2 You may not transfer Your rights or obligations under these Terms without Our written permission.

13.10 Third-Party Rights

13.10.1 No person other than You and Us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

13.11 Entire Agreement

13.11.1 These Terms form the agreement between You and Us for trade orders.

13.11.2 You confirm that You have not relied on any statement, promise, assurance, image, sample or representation unless it is expressly written into these Terms or confirmed by Us in writing for that specific order.

13.11.3 Nothing in this clause excludes liability for fraud.

13.12 Survival

13.12.1 Any clause intended to continue after an order is completed or a Trade Account is closed will continue to apply.

13.12.2 This includes clauses about payment, complaints, liability, intellectual property, evidence, data protection, public statements, debt recovery and governing law.

© Penflo Retail Limited. Last updated 26 June 2026.