Terms & Conditions

Terms & Conditions

Terms and Conditions and User Agreement

These terms and conditions (“Terms and Conditions”) regulate the way in which you may use our web site www.theplantexchange.co.uk (the “Website”), whether as a guest or a registered user.

Please read these Terms and Conditions carefully before you start to use the Website.  By using the Website, you indicate that you accept these Terms and Conditions and that you agree to abide by them.  If you do not agree to these Terms and Conditions, please refrain from using the Website.

1. Information about us

The Website is operated by The Plant Exchange Limited (“The Plant Exchange” and/or “we”).  We are a limited company registered in Scotland under company number SC379325 and have our registered office at Brooke, 72 Old Chapel Road, Gawsworth,
SK11 6PY

The Website enables members to post advertisements offering merchandise for sale in an open environment and to purchase merchandise offered for sale by other members on the Website.  At no time does The Plant Exchange possess, hold, or offer for sale or auction any merchandise, nor are we involved in any part of the sale and purchase transaction.  The Website serves only as a venue in which individual seller and buyer members may engage in transactions.

2. Eligibility / Registration

In order to use the services offered on the Website you must register as a member of the Website.  To become a member you must be at least 18 years of age and be able to form or enter into a legally binding contract in accordance with all applicable laws of the United Kingdom and those applicable to your own jurisdiction (if different).

If you are eligible to become a member in accordance with the above, you must complete the registration process by providing The Plant Exchange with such true and accurate information as required by the Website registration form. If the information you provide is found to be false or non-verifiable, we may suspend or terminate your registration and account.

3. Membership/Subscription

In order to register as a member of the Website, in addition to completion of the Website registration form, you must also pay The Plant Exchange a fee of £10.00.  Once registered as a member you will be entitled to participate in all the services made available to members on the Website.  Membership is automatically renewed on an annual basis.

(a) What is Auto-Renewal?

Auto Renewal is a feature of the Website registration process whereby your membership shall be automatically renewed on its annual expiration date, rather than allowing the membership to lapse.

(b)  How do I cancel Auto-Renewal?

To cancel the Auto-Renewal feature on your membership, please login and click on “Edit Subscription” on the left-hand navigation bar.  Then, select option “Cancel Auto Renew” and click on submit.  This will prevent your credit or debit card/Paypal account from automatically being charged again on the annual expiration date of your membership.  Instead, your account will simply lapse.  Cancelling this Auto-Renewal feature is your responsibility.  Please do not wait until the annual expiration date.  We recommend cancelling your membership at least five (5) days in advance of the annual expiration date.  This will in no way cancel the membership itself. It will only prevent your card from being charged for the renewal.

(c)  Refund Policy

(i) Where a member elects to close their membership account, or has their membership terminated for any reason The Plant Exchange is not liable to refund the member’s registration fee.

(ii) Members will be entitled to a refund only if we are unable to provide you with membership for whatever reason or we exercise our right not to grant you membership.  In accepting the refund, you acknowledge and confirm that you release The Plant Exchange from any liability that may arise from our failure to provide you with membership.

(d)  Fees

(i) We reserve the right to change the amount or the basis of the calculation and structure of our fees from time to time. The basis and structure of fees will be made available to our membership when you take out or renew your membership/contract.

(ii) Fees paid by a member will not be rebated or refunded by The Plant Exchange except as outlined in our refund policy.  We reserve the right to add new or complementary services from time to time which may require the payment of additional fees, either to us directly or to a third party, the terms of which will be provided to members at the time of the service offer.

4. Access to the Website

Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website without notice.  We will not be liable if for any reason our Website is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of the Website, or our entire Website site, to members who have registered with us.

You are responsible for making all arrangements necessary for you to have access to the Website.  You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions, and that they comply with them.

5. Your Password

You must treat your user identification code, password and any other piece of information provided as part of our security procedures, as confidential, and you must not disclose it to any third party.  If you feel such information has been jeopardized, you may change your password at any time, and as often as you wish.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms and Conditions.

6.  Member Verification

Because of difficulties involved with verification over the Internet, The Plant Exchange is unable to guarantee that a member is who they may claim to be.  If you are uncertain as to another member’s identity, we suggest that you contact them directly.  You may also review any members’ feedback profile to see what others have said about dealing with them.

7. Disputes and Release

Because The Plant Exchange has no involvement in transactions between members we cannot get involved in disputes between members.  You hereby release The Plant Exchange (including all officers, employees, parent companies, contractors, suppliers, or agents) from any and all types of damages or claims resulting from such disputes.

8. Selling Item(s) on the Website

By listing an item(s) for sale on the Website, you are stating that you have the intention and ability to sell the item(s). You furthermore state that any item(s) which you are offering for sale do(es) not violate any United Kingdom laws, regulations, or guidelines (or those applicable to your own jurisdiction if different) prohibiting the sale or distribution of your item(s).

Because of our non-involvement in these transactions, it is the sole responsibility of the seller to accurately represent the quantity, quality, safety, authenticity, delivery and availability of the item(s) the seller has listed on the Website.

Listings may consist of any one, or a combination of the following and must comply with our content standards (see Content Standards):

• A detailed and accurate text description of your item(s); and/or

• A picture which you supply of your item(s).

9. Buying Item(s) on the Website

By purchasing item(s) listed on the Website, you are stating that you have the ability to pay for them.

Before placing an offer to purchase, you should be certain you understand all terms and conditions of the sale as indicated by the seller.  Your offer to purchase is considered a legal, binding contract in the United Kingdom.  If you have any questions about an item, or the seller offering the item, you should ask the seller before placing your bid.

Only in certain situations would withdrawal of your offer be acceptable. These situations may include:
• The seller has made material changes to the description of the item(s) after your offer was placed;

• The seller has made a typographical error in the description of the item(s);

• You have contacted the seller and received their express permission to withdraw your offer.

Because of our non-involvement in these transactions, it is the responsibility of the buyer to verify with the seller any or all information about any item(s) listed on the Website, for which they intend on placing an offer, before placing such an offer.  The Plant Exchange cannot be responsible for a seller’s willingness or ability to sell any item they have listed.

10.  Prohibited Uses

You may use the Website only for lawful purposes.  You may not use the Website:

• In any way that breaches any applicable local, national or international law or regulation;

• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

• To send, knowingly receive, upload, download use or re-use any material which does not comply with our content standards (see Content Standards);

• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation;

• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, re-sell any part of the Website in contravention of the provisions of these Terms and Conditions;

• Not to access, interfere with, damage or disrupt:

o any part of the Website;
o any equipment or network on which the Website is stored;
o any software used in the provision of the Website; or
o any equipment or network or software owned or used by any third party.

11. Personal Information

We process your personal information in accordance with our Privacy Policy [insert as a link to the Privacy Policy].  By using the Website you consent to such processing and you warrant that all personal information provided by you is accurate.

In the event that your personal information creates a liability to us that may cause our Internet service provider, suppliers, agents, or contractors to sever their services to us because of such liability, we may take appropriate actions regarding such personal information.

12.  Feedback

The Website provides members with the ability to leave comments about their experiences in dealing with other members, through our feedback system.  It is expected that you will use the feedback system in a manner that upholds and maintains the integrity of the feedback system and at all times complies with the Content Standards (see Content Standards).

13. Intellectual Property Rights

The Plant Exchange is the owner or licensee of all intellectual property rights in the Website, and in the material published on it.  Local and international copyright laws and treaties protect those works.  All such rights are reserved.

14. Uploading Material to the Website

Whenever you make use of a feature that allows you to upload material to the Website, or to make contact with other members of our Website, you must comply with our Content Standards (see content standards). You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

Any material you upload to the Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose.  We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other member of our Website.

We have the right to remove any material or posting you make on our Website if, in our opinion, such material does not comply with our Content Standards (see content standards).

15. Content Standards

These content standards apply to any and all material which you contribute to our Website (“Contributions”), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter.  The standards apply to each part of any Contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts);

• Be genuinely held (where they state opinions); and
• Comply with applicable law in the United Kingdom and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person;

• Contain any material which is obscene, offensive, hateful or inflammatory;

• Promote sexually explicit material;

• Promote violence;

• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

• Infringe any copyright, database right or trade mark of any other person;

• Be likely to deceive any person;

• Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

• Promote any illegal activity;

• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

• Be likely to harass, upset, embarrass, alarm or annoy any other person;

• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

• Give the impression that they emanate from us, if this is not the case;

• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

16.  Notice

All notices between you and The Plant Exchange will be made via email, certified mail, or registered mail.  Notices we send you will be addressed to the email address which you provided during the registration process or to the email address we currently have on file in relation to your membership, if different.  In these instances, unless the party sending the email is notified that the recipients’ email address in not valid, such notices will be considered given 24 hours from the time the email is sent.

17.  Limitation of Liability

IN NO EVENT SHALL THE PLANT EXCHANGE (INCLUDING OUR SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES) BE LIABLE FOR LOST PROFITS, REVENUES, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) RESULTING FROM OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AGREEMENT OR THE USE OF THE WEBSITE.  THE WEBSITE AND SERVICES ARE OFFERED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OR GUARANTEES EXPRESSED OR IMPLIED.  WE AND OUR SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.

18. Indemnification

You agree to indemnify and hold harmless The Plant Exchange, its officers, employees, parent companies, subsidiaries, contractors, vendors or affiliates, from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Website, the violation of these Terms and Conditions by you, or the infringement by you or any other user of the Website using your computer, of any intellectual property or other right of any person or entity.

19.  No Partnership / Agency

You and The Plant Exchange act as independent contractors.  At no time is any partnership, agency, joint venture, employee-employer or franchiser-franchisee relationship intended or created by these Terms and Conditions.

20.  Violation of Terms and Conditions

We may terminate your account, registration temporarily or permanently should you violate any portion of these Terms and Conditions.  This includes the termination or suspension of any sales or adverts you may be running at the time, without refund of any fees or compensation or liability for loss of business or revenues which you may claim, as a result of such termination.

21. Linking to the Website

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

Our Website must not be framed on any other Website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.  The Website from which you are linking must comply in all respects with our Content Standards (see Content Standards).

If you wish to make any use of material on our Website other than that set out above, please contact us using the details set out below.

22. Links from the Website

Where the Website contains links to other websites and resources provided by third parties, these links are provided for your information only.  We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

23. Changes to the Terms and Conditions

The Plant Exchange reserves the right to change or amend these Terms and Conditions at any time.  Such changes or amendments will be posted to the Website and considered effective 30 days from the date of posting.  If you do not agree to such changes, you may request that we close your account by contacting us at the address set out below.

24.  Contact details

Any inquiries in relation to the Website and these Terms and Conditions should be made to the following address:

The Plant Exchange Ltd
Brooke
72 Old Chapel Road
Gawsworth
SK11 6PY

25. Jurisdiction and Applicable law

The Scottish courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our Website although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.  These Terms and Conditions are governed by Scottish law.