Florists' Transworld Delivery, Inc. Cash-Flo Program Terms and Conditions
Security/Privacy Policy
Terminal(s) You must purchase or rent from FTD unless you currently own an electronic telecommunication terminal used for processing credit card/debit transactions through the FTD CASH-FLO credit card/debit authorization and date capture program. Unless otherwise expressly indicated, when the word "terminal" is used, it also refers to any optional equipment that you purchase. The purchase or rental price does not include any transmission charges or any utility, telephone line or telephone charges, all of which must be paid by you. The purchase or rental price for each terminal is not refundable under any circumstances.
Credit Card Terminal Telephone Line Connection Your credit card terminal must be connected either to a separate telephone line or to your FTD Mercury System modem. Please note that if you have more than one jack per telephone line, the terminal cannot be used to authorize a credit card transaction or complete any other transmission while the telephone line is being used. It will take approximately one to two weeks after FTD receives all required and signed forms for your terminal to be shipped.
Processing Service The FTD CASH-FLO program incorporates a telecommunications and information processing service for credit card authorization/debit approval and data capture. For each transaction processed by your terminal, FTD will provide a "Credit Authorization Service" and "Data Capture Service". Under the Credit Authorization Service, electronic credit authorization (or refusal, as the case may be) is obtained for each credit card/debit transaction processed by your terminal. Under the Data Capture Service, FTD obtains the credit card/debit transactions processed by your terminal. Processing and settlement of your credit card/debit transactions will be accomplished in accordance with the terms and conditions of the FTD Clearinghouse rules. The effective rates for settlement of your credit card/debit transactions will be the rates published from time to time by FTD.
Installation and Use of Terminal(s) You will be provided with a User's Guide for each terminal that you purchase or rent. You are responsible at your own expense for connecting each terminal to a separate telephone access line, and for installing each terminal in accordance with the instructions you receive with each terminal. Instructions in the use of the terminal and the credit card/debit processing service are contained in the User's Guide. FTD will provide instructions to assist you in the installation and the initial use of your terminal(s).
While using the FTD CASH-FLO program and any terminals purchased or rented, you agree to comply fully at all times with the instructions and procedures set forth in the User's Guide and any other applicable instructions provided, including any subsequent modifications to the FTD User's Guide. You also agree to comply with any additional rules and regulations of the credit card issuer or issuers that are provided to you by FTD or the issuer from time to time.
The use of the FTD CASH-FLO program as a means of initiating settlement for credit card/debit transactions is conditioned upon your timely balancing and transmission of the credit card/debit transaction data processed by your terminal. The User's Guide provides instructions in the procedures that must be followed to balance electronically and transmit the credit card/debit transaction data processed by your terminal. Balanced statements of credit card/debit transactions processed by your terminal will be forwarded to you in accordance with the terms and conditions of FTD's Clearinghouse rules. You must retain and provide photocopies to FTD upon request all hard-copy credit card/debit sales slips for transactions processed through the FTD CASH-FLO program for seven (7) years following electronic balancing and transmission. Any discrepancies between your hard-copy credit card/debit transactions sales slips and your balanced transaction data should be resolved by either a review by you of your terminal transactions, or by inquiry to FTD's credit card/debit processing service. Neither FTD nor FTD's credit card/debit processing service is obligated to settle any transmission batch that includes a credit card/debit transaction between you and a credit card holder that was initiated more than two (2) days, exclusive of Sundays and holidays, prior to the electronic balancing of data.
Credit Card/Debit Processing Rates You will pay to FTD a processing fee for each credit card/debit transaction processed by your terminal as set forth in the FTD CASH-FLO rate schedules.
Billing The purchase or rental price for each terminal, all applicable transmission charges, and any charges for extended terminal maintenance coverage, if applicable, will be charged to your FTD Clearinghouse account and will be payable according to Clearinghouse rules in effect at the time.
Maintenance and Repairs Each terminal purchased or rented includes a Limited Warranty (summarized below). This Limited Warranty under which FTD has arranged to have the manufacturer or its designer repair or replace defective materials or faulty workmanship, is expressly limited in duration to one (1) year from the date of shipment. Repair of any terminal or terminal components not covered under the Limited Warranty or extended maintenance coverage may be available at your expense from the manufacturer, but shall in no way be the responsibility of FTD (purchase program only). You will be provided with the applicable terms and conditions for extended terminal maintenance coverage.
In the event repairs or maintenance are required for your terminal(s) while under the Limited Warranty or extended terminal Maintenance coverage, you agree to ship the terminal(s) directly per FTD's instructions at your expense and risk of loss or damage during shipment. For each such terminal shipped for repairs or maintenance, you may, by promptly notifying FTD, obtain a replacement terminal from FTD. FTD will not be obligated to provide you with replacement terminal if your terminal is not covered by the manufacturers' Limited Warranty or extended terminal maintenance coverage.
All repairs and maintenance to your terminal(s) must be made by the manufacturer or its authorized representative. You agree not to modify, alter, repair, attempt to repair, or in any way tamper with your terminal(s) of the credit card/debit processing service without the express written consent from the terminal manufacturer or FTD. In the event of such unauthorized actions or attempted actions, FTD and the terminal manufacturer will be completely released from any liability or obligations (including warranty obligations) that may arise under this contract. You will be liable to FTD and/or the terminal manufacturer for any costs or damages incurred by FTD or the terminal manufacturer caused by such unauthorized actions or attempted actions.
Credit Risk Assessment Participants in the FTD CASH/FLO program authorize FTD to run credit check/reports on the business and/or the Guarantors in order to allow FTD to assess the credit risk of participant and /or guarantor (s) at any time while the contract between participant and FTD remains is in effect. In the event that FTD deems itself insecure in relation to a participant's CASH/FLO account based on a review of the participant's credit history and/or credit rating at any time, FTD may hold all funds processed from the credit card transactions of participant that cleared by FTD pursuant to the FTD CASH/FLO program each month to pay amounts due and owing by participant to FTD as shown on participant's monthly clearinghouse statement. Participant will be paid monthly any funds owing to participant after payment of all charges shown on the monthly clearinghouse statement.
FTD Rules Your participation in the FTD CASH-FLO program is subject to all standards, rules and regulations and policies of FTD in effect at the time. The foregoing standards, rules regulations and policies of FTD may be changed or supplemented from time to time.
Liabilities By agreeing to these terms and conditions, you recognize and acknowledge that the availability and content of credit card/debit transactions are controlled by credit card/debit transaction issuers subject to their respective Bylaws, and are not under control of FTD. Based on the foregoing you acknowledge and agree that you will be responsible for any chargebacks from the credit card/debit transaction issuers for fraud or any other reason provided for in then respective Bylaws or other rules from such issuers and shall indemnify and hold FTD harmless from and against any and all such chargebacks, including all costs and attorney fees incurred by FTD in connection with the same. The calculation of amounts due to you from credit card/debit transaction issuers is your responsibility, and is not the responsibility of FTD. Neither FTD nor FTD's credit card/debit processor will be liable for any discrepancies not reported to FTD or the FTD credit card/debit transaction processor, respectively, within the time periods specified. In no event will FTD, or its respective Directors, Officers, Employees, or Agents be liable for any incidental, indirect, special or consequential damages (including loss of profits or sales). In all situations involving performance or nonperformance of the FTD CASH-FLO program, your sole remedy is the adjustment or repair of the FTD CASH-FLO program. In a separate agreement with FTD, the terminal manufacturer has warranted its terminals (other than expendable items such as fuses, light bulbs, etc.) to FTD against faulty workmanship or the use of defective materials, and such warranties are effective for a period of one (1) year from the date of shipment. In all situations involving performance or nonperformance of any terminal, your sole and exclusive remedy shall be the repair or replacement of any defective terminals or components returned during the warranty period or the period of any extended terminal maintenance coverage. FTD shall not be liable to you or any third party, whether based on contract, tort or otherwise, for any aggregate amount exceeding the following limits: (a) in the event of an alleged breach, concerning any terminal, the components therein or the remedies and Limited Warranties applicable thereto, the lesser of (i) your actual damages proven as directly attributable to the terminal manufacturer or FTD, respectively, or (ii) the purchase price of the terminal, and (b) in the event of any other alleged breach, including any alleged malfunction of the FTD CASH-FLO program, the lesser of (i) your actual damages proven as directly attributable to FTD or the terminal manufacturer, or (ii) fifty dollars ($50.00), EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, FOR ANY SERVICES OR PRODUCTS FURNISHED HEREUNDER, FTD DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURCHASE, FTD HAS NOT ASSUMED, OR AUTHORIZED ANYONE ELSE TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITIES. IN NO EVENT SHALL FTD OR THE TERMINAL MANUFACTURER BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND REGARDING THEIR RESPECTIVE OBLIGATIONS DESCRIBED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FTD shall not be responsible for any delay in performance when and to the extent that it is caused in whole or in part, by without limitation, any one or more of the following: computer, utility or communication breakdown, fire, flood, earthquake, strike, material shortage, lockout, war, revolution, riot, insurrection, or act of God. FTD shall not be liable for damages, loss of data, delays, errors or failure of performance occurring directly or indirectly by reason of the above or similar events or occurrences. No action, regardless of form, arising out of the transactions may be brought against FTD more than one (1) year after the cause of action has occurred.
Taxes You will be responsible for the payment of all property taxes, duties, levies or other taxes assessed or imposed upon the terminal(s). You agree to reimburse FTD for any such taxes or other amounts paid by FTD.
Insurance You are responsible for physical or electrical abuse or misuse of any kind of any terminal(s) including any replacement terminal(s) that are in your shop. You are responsible for insuring against fire, casualty, theft, personal injury and/or property loss or damage caused by any terminals, while they in your shop (purchase program only), unless you are insured under the CASH-FLO program.
Additional Terminals You may obtain additional terminals from FTD, subject to availability, by notifying FTD in writing of the quantity of additional terminals desired and a shipping address. Additional quantities are subject to availability. With the exception of the purchase price for such additional terminals (which shall be at then current rates and terms as specified by FTD), all terms and conditions, as amended or modified from time to time, shall apply to such additional terminals.
Program Terms The terms of this program, including, without limiting, the processing fees and the purchase price for additional terminals may be changed by FTD in its sole discretion at anytime without notice.
Participation Termination Participation in this program may be terminated by you or FTD for any reason upon fifteen (15) days advance written notice to the other party. Florists must be in good standing with FTD to participate in this program. Those florists who are under suspension for any violation of FTD rules will not qualify during the period of suspension. Notwithstanding any termination or period of suspension, you will remain liable to FTD for the purchase price or rental price of each terminal, including any unpaid installment amounts (which may, at FTD's option, be fully accelerated and charged to you immediately upon termination), and for any transmission charges previously or subsequently incurred. All such unpaid charges or amounts may be charged to your Clearinghouse account. In no event will FTD provide any refund for such purchase price. Florist agrees that any funds of florist in the possession of FTD may be used as a credit on florists' debt to FTD.
It is expressly recognized and acknowledged that the credit card/debit processing service is dependent upon the ability and agreement of FTD's contract processor to provide such service, as well as the cooperation and continued operation of various credit card/debit issuers. The compatibility and/or availability of any particular credit card/debit with the FTD CASH-FLO program is subject to modification without notice.
Assignment of Rights You may not assign your rights of obligation to any person or entity. If you sell your shop under the FTD Guarantee of Accounts procedure pursuant to FTD rules and regulations, you may authorize the new owner of your shop to use the terminal(s) and FTD CASH-FLO program during the Guarantee period only if the new owner agrees to be bound by the terms of this program and you guarantee the new owners' obligations, including the unpaid balance of any purchase price for terminals, transmission charges and liabilities for damages or misuse of terminals (including replacement terminals) during the Guarantee period. The proper Guarantee of Account form must be signed by you and the new owner and must be accepted by FTD before the new owner may use the FTD CASH-FLO program. Any unpaid obligations arising during the Guarantee period may be deducted by FTD from any funds which you have assigned to the new owner pursuant to the Guarantee of Accounts procedure or from any other amounts held by FTD for you or for the new owner, at FTD's option.
This is subject to and shall be construed according to the laws of the State of Illinois, exclusive of the choice of law rules thereof.
The above policies are subject to change without notice.