1. INTRODUCTION

Welcome to the Horticulture Business Platform Marketplace (the “HBP Marketplace”, “Marketplace”, “Platform”, “we”, “us”, or “our”).

The HBP Marketplace is a business-to-business digital platform operated by or on behalf of the Horticulture Business Platform (“HBP”) to facilitate connections, information exchange, commercial enquiries, offers, business-to-business engagement and market opportunities among businesses operating within or connected to Ghana's horticulture value chain.

The Marketplace is accessible through the HBP website, associated applications, digital interfaces and other channels through which HBP makes the Marketplace available.

The Marketplace enables eligible businesses to create business profiles, publish products and services, discover other businesses, communicate with prospective business partners, submit and receive enquiries and offers, facilitate commercial discussions, and manage certain information relating to their business opportunities.

1.1 Important distinction

HBP operates the digital platform. HBP does not itself ordinarily buy, sell, supply, manufacture, own, warehouse, transport, insure, inspect, certify or take custody of products listed by users.

HBP is not a party to contracts, purchase arrangements or other commercial agreements entered into between users.

HBP does not process, receive, hold or transfer payment for products or services traded between Marketplace users, unless HBP expressly introduces a separate payment service and states otherwise in writing.

Transactions between users are transactions between those users.

By using the Marketplace, you acknowledge and accept this distinction.

2. ACCEPTANCE OF THESE TERMS

These Terms of Use (“Terms”) constitute a legally binding agreement between you and HBP concerning your access to and use of the Marketplace.

By:

1. creating a Marketplace account;
2. registering a business;
3. submitting company information;
4. creating or maintaining a business profile;
5. publishing a listing;
6. contacting another user;
7. submitting or responding to an enquiry;
8. making or receiving an offer;
9. communicating with another user through the Marketplace;
10. accessing Marketplace functionality; or
11. otherwise using the Marketplace,

you confirm that you have read, understood and agreed to these Terms.

If you do not agree to these Terms, you must not access or use the Marketplace.

3. DEFINITIONS

For purposes of these Terms:

“Account”

Means the account created by a business or authorised representative for access to the Marketplace.

“Buyer”

Means a registered business seeking to purchase or acquire products, inputs, services or other offerings from another Marketplace user.

“Business”

Means a company, partnership, sole proprietorship, cooperative, farmer-based organisation, association, institution or other lawful business or organisation eligible to participate in the Marketplace.

“Content”

Means any information, text, photograph, image, video, logo, document, description, price, product information, business information, review, rating, communication or other material submitted, uploaded, displayed or transmitted through the Marketplace.

“HBP”

Means the Horticulture Business Platform and, where applicable, the legal entity or organisation responsible for administering or operating the Marketplace.

“Listing”

Means a product, service, input, opportunity or other commercial offering published on the Marketplace.

“Marketplace”

Means the HBP Marketplace and all associated websites, applications, software, databases, features and services.

“Offer”

Means a proposal submitted by one Marketplace user to another concerning a potential transaction.

“Seller”

Means a registered business offering products, inputs, services or other commercial offerings through the Marketplace.

“Transaction”

Means any purchase, sale, supply, service arrangement, contract, order, agreement or other commercial relationship entered into between Marketplace users.

“User”

Means any registered business or authorised representative using the Marketplace.

4. PURPOSE AND NATURE OF THE MARKETPLACE

The HBP Marketplace is designed primarily as a business-to-business market connection and facilitation platform.

Its purposes include:

1. connecting horticulture businesses;
2. increasing visibility for businesses and their products and services;
3. facilitating business enquiries;
4. enabling businesses to communicate directly;
5. facilitating commercial discussions;
6. enabling buyers and sellers to submit and receive offers;
7. supporting market access;
8. helping businesses identify potential suppliers and buyers;
9. supporting business-to-business relationships; and
10. strengthening trade and collaboration across Ghana's horticulture value chain.

The Marketplace is not intended to replace independent commercial due diligence, contracts, inspections, professional advice, payment safeguards or appropriate regulatory compliance.

5. ELIGIBILITY

The Marketplace is intended for businesses and organisations, rather than individuals acting solely in a personal capacity.

To register, a business must:

1. provide accurate information;
2. provide the documents requested by HBP;
3. have authority to operate the business or organisation represented;
4. comply with applicable laws;
5. comply with these Terms; and
6. provide a valid contact person authorised to represent the business.

HBP may determine, in its reasonable discretion, whether a business is eligible to participate.

6. AUTHORITY TO REPRESENT A BUSINESS

If you register or use the Marketplace on behalf of a business or organisation, you represent and warrant that:

1. you are authorised to act for that business or organisation;
2. you have authority to submit information on its behalf;
3. you have authority to communicate with other businesses on its behalf;
4. information you submit is accurate to the best of your knowledge; and
5. the business accepts these Terms.

You shall be responsible for ensuring that individuals given access to the business's Account are properly authorised.

7. BUSINESS REGISTRATION AND VERIFICATION

To participate in the Marketplace, HBP may require businesses to submit information and documents including:

1. company or business registration documents;
2. business name;
3. registered address;
4. operating address;
5. contact information;
6. identification of authorised representatives;
7. business category;
8. sector/value-chain role;
9. product or service information;
10. licences;
11. permits;
12. certifications;
13. other information reasonably required by HBP.

HBP may review submitted information before approving a business profile.

7.1 Verification is not a guarantee

Where HBP identifies a business as “Verified,” “Approved,” or using another verification designation, that status means only that HBP has conducted such verification or review as it considers appropriate under its verification process.

Verification does not constitute:

1. a guarantee of the business's financial standing;
2. a guarantee of its solvency;
3. a guarantee of product quality;
4. a guarantee of product safety;
5. a guarantee of performance;
6. a guarantee of regulatory compliance;
7. a guarantee of ownership of products;
8. a guarantee of business capacity;
9. a guarantee that information supplied by the business is complete or permanently current;
10. an endorsement of the business; or
11. a warranty by HBP.

A verified business may subsequently change its operations, management, products, capacity, regulatory status or conduct.

Users must conduct their own due diligence.

8. HBP'S RIGHT TO REQUEST UPDATED INFORMATION

HBP may periodically request that businesses:

1. confirm their information;
2. provide updated registration documents;
3. provide updated licences or certificates;
4. update contact information;
5. confirm their business status; or
6. provide other information reasonably required to maintain the integrity of the Marketplace.

A business that fails to provide requested information may have its profile, listings or Account suspended or restricted.

9. BUSINESS PROFILES

Registered businesses may create profiles containing information such as:

1. business name;
2. logo;
3. business location;
4. business category;
5. products;
6. services;
7. areas of operation;
8. business description;
9. contact details;
10. certifications;
11. business capabilities; and
12. other information permitted by the Marketplace.

Businesses are solely responsible for ensuring that their profiles remain accurate and current.

HBP may display business profile information to other Marketplace users and, where applicable, the public.

10. LISTINGS

A Seller may publish Listings for:

1. fresh produce;
2. processed horticultural products;
3. agricultural inputs;
4. seeds and planting materials;
5. fertilisers;
6. equipment;
7. irrigation systems;
8. packaging materials;
9. logistics;
10. technical services;
11. professional services;
12. certification support;
13. other horticulture-related services; and
14. other products or services permitted by HBP.

A Listing must accurately describe the offering.

Where applicable, a Listing should include:

1. product or service name;
2. description;
3. quantity;
4. unit of measurement;
5. price or pricing basis;
6. location;
7. availability;
8. relevant quality or grade information;
9. applicable certifications;
10. relevant photographs;
11. minimum order quantity;
12. expected availability date;
13. delivery or collection arrangements; and
14. other material information.

11. ACCURACY OF LISTINGS

The business publishing a Listing is solely responsible for its accuracy.

A Seller must not:

1. advertise products it does not reasonably expect to supply;
2. materially misrepresent quantity;
3. materially misrepresent quality;
4. falsely claim certification;
5. falsely claim regulatory approval;
6. advertise unavailable products as available;
7. use misleading photographs;
8. conceal material information;
9. publish materially inaccurate prices; or
10. otherwise mislead prospective buyers.

HBP does not guarantee that Listings are accurate, complete, current or available.

12. PRODUCT AVAILABILITY AND WAREHOUSE STATUS

Where the Marketplace provides functionality allowing a Seller to display its available stock or warehouse inventory, the Seller is responsible for keeping that information reasonably current.

Where a lot or quantity of produce has been sold, reserved or is no longer available, the Seller must update the relevant Listing or warehouse status as soon as reasonably practicable.

12.1 HBP does not guarantee live inventory

Marketplace inventory information may become outdated due to:

1. simultaneous sales;
2. delayed updates;
3. technical issues;
4. changes in production;
5. spoilage;
6. quality rejection;
7. logistics issues;
8. inaccurate reporting; or
9. other circumstances.

HBP does not guarantee that a product displayed as available will remain available when a Buyer makes an enquiry.

13. HORTICULTURAL AND PERISHABLE GOODS

Users acknowledge that horticultural products can be highly variable and may be affected by:

1. weather;
2. pests;
3. diseases;
4. harvesting conditions;
5. maturity;
6. handling;
7. storage;
8. transportation;
9. temperature;
10. shelf life;
11. market conditions; and
12. other agricultural and post-harvest factors.

HBP does not guarantee:

1. freshness;
2. grade;
3. quality;
4. quantity;
5. shelf life;
6. nutritional characteristics;
7. safety;
8. fitness for purpose;
9. compliance with specifications; or
10. continued availability of any agricultural product.

The Seller remains responsible for the condition, legality and description of products it offers.

The Buyer remains responsible for conducting appropriate due diligence, inspection and acceptance procedures.

14. ENQUIRIES

The Marketplace may allow a Buyer to submit an enquiry to a Seller.

An enquiry is an expression of interest and does not necessarily constitute:

1. an order;
2. a binding contract;
3. an acceptance;
4. an obligation to supply; or
5. an obligation to purchase.

Users are responsible for determining when and how their communications create binding contractual obligations.

HBP is not a party to those communications or resulting arrangements.

15. OFFERS AND NEGOTIATIONS

The Marketplace may allow users to submit and receive Offers.

Offers may include:

1. price;
2. quantity;
3. delivery terms;
4. timing;
5. specifications;
6. payment terms;
7. collection arrangements; and
8. other proposed commercial conditions.

HBP provides the technical functionality for users to communicate Offers.

HBP does not:

1. make Offers on behalf of users;
2. determine prices;
3. negotiate on behalf of users;
4. guarantee that an Offer will be accepted;
5. guarantee that an accepted Offer will be performed; or
6. become a party to an agreement formed between users.

16. FORMATION OF CONTRACTS BETWEEN USERS

Any contract or agreement resulting from communications, enquiries or Offers made through the Marketplace is solely between the relevant users.

Users are responsible for determining:

1. whether an agreement has been formed;
2. the terms of that agreement;
3. the parties to the agreement;
4. applicable warranties;
5. payment terms;
6. delivery terms;
7. transfer of risk;
8. ownership;
9. inspection and acceptance;
10. dispute mechanisms; and
11. applicable law.

HBP is not a contracting party.

The fact that an agreement was negotiated or concluded through the Marketplace does not make HBP a party to that agreement.

17. PAYMENT

17.1 No Marketplace payment processing

HBP does not currently process payments for Transactions between Marketplace users.

Payments are made directly between the relevant Buyer and Seller outside the Marketplace.

HBP does not:

1. receive payment on behalf of Sellers;
2. hold funds;
3. operate an escrow service;
4. transfer funds between Buyers and Sellers;
5. guarantee payment;
6. guarantee refunds;
7. verify payment;
8. insure payments; or
9. act as a financial intermediary for user Transactions.

17.2 Payment disputes

Any dispute concerning:

1. non-payment;
2. delayed payment;
3. incorrect payment;
4. fraudulent payment;
5. payment instructions;
6. payment confirmation;
7. refunds;
8. chargebacks;
9. bank transfers;
10. mobile money;
11. payment fraud; or
12. other financial matters

is solely between the relevant parties and their payment providers.

HBP shall not be responsible for such disputes.

17.3 Payment information

Users should exercise caution when exchanging payment information.

HBP will not ask users to make payments to HBP in order to complete a Transaction unless HBP expressly introduces a separate paid service and communicates that arrangement through an official channel.

18. LOGISTICS, TRANSPORT AND DELIVERY

Buyers and Sellers are responsible for determining how products or services will be delivered.

The parties should agree, where applicable, on:

1. transport provider;
2. delivery location;
3. delivery date;
4. loading;
5. unloading;
6. packaging;
7. handling;
8. storage;
9. temperature requirements;
10. insurance;
11. responsibility for loss or damage;
12. transfer of risk; and
13. delivery confirmation.

HBP may facilitate communication between businesses concerning logistics but does not become a carrier, transporter, logistics provider, warehouse operator or insurer merely by providing the Marketplace.

19. NO CUSTODY OR CONTROL OF GOODS

HBP does not take physical or legal custody of products listed on the Marketplace.

Unless expressly agreed under a separate written arrangement:

1. products remain in the possession and control of the relevant Seller;
2. HBP does not inspect products;
3. HBP does not grade products;
4. HBP does not package products;
5. HBP does not store products;
6. HBP does not transport products;
7. HBP does not insure products; and
8. HBP does not accept delivery on behalf of Buyers.

20. REGULATORY COMPLIANCE

Each business is responsible for complying with all laws and regulatory requirements applicable to its activities.

Depending on the business and product, this may include requirements relating to:

1. business registration;
2. taxation;
3. food safety;
4. product safety;
5. agricultural inputs;
6. pesticides;
7. phytosanitary requirements;
8. packaging;
9. labelling;
10. standards;
11. certification;
12. environmental requirements;
13. transportation;
14. export;
15. import;
16. employment;
17. consumer protection; and
18. data protection.

HBP does not guarantee that any User, Listing, product or service complies with applicable law.

21. CERTIFICATIONS AND CLAIMS

Users must not falsely claim that they possess:

1. GLOBALG.A.P. certification;
2. HACCP certification;
3. FDA approval or registration;
4. Green Label certification;
5. organic certification;
6. export certification;
7. phytosanitary approval;
8. Ghana Standards Authority approval; or
9. any other certification, approval or accreditation.

Users are responsible for ensuring that certification claims are accurate and current.

HBP may request evidence of certification.

HBP may remove or restrict a Listing where a certification claim cannot reasonably be substantiated.

22. BUSINESS DUE DILIGENCE

The Marketplace is intended to facilitate business connections, not eliminate the need for due diligence.

Before entering into a Transaction, users should consider verifying:

1. business identity;
2. ownership or authority;
3. registration;
4. physical address;
5. product availability;
6. product quality;
7. certifications;
8. references;
9. payment details;
10. delivery arrangements;
11. contractual terms;
12. financial standing; and
13. any other information material to the Transaction.

Each user is responsible for deciding whether to transact with another user.

23. HBP DOES NOT GUARANTEE BUSINESS PERFORMANCE

HBP does not guarantee that a User:

1. will perform a contract;
2. will pay;
3. will deliver;
4. will provide accurate information;
5. will provide products meeting specifications;
6. will maintain sufficient inventory;
7. will maintain regulatory approvals;
8. will remain in business; or
9. will act honestly or responsibly.

A business's presence on the Marketplace should not be interpreted as a guarantee of its future performance.

24. RATINGS AND REVIEWS

The Marketplace may allow Buyers to rate or review Sellers following a Transaction or business interaction.

Ratings and reviews are intended to provide feedback to other Marketplace users.

24.1 User responsibility

A reviewer must ensure that a rating or review:

1. reflects a genuine business interaction;
2. is based on the reviewer's actual experience;
3. is made honestly;
4. does not knowingly contain false statements;
5. does not impersonate another person;
6. does not contain unlawful threats;
7. does not disclose confidential information without authority; and
8. does not contain discriminatory or abusive material.

24.2 Reviews are user-generated

Ratings and reviews represent the views of the person submitting them.

A rating or review does not represent the views of HBP and is not an endorsement or warranty by HBP.

HBP does not guarantee the accuracy or completeness of reviews.

24.3 HBP moderation

HBP may, but is not required to, review, moderate, restrict or remove ratings or reviews that:

1. violate these Terms;
2. appear fraudulent;
3. contain unlawful material;
4. disclose inappropriate personal information;
5. contain threats or harassment;
6. are clearly unrelated to the relevant transaction; or
7. otherwise undermine the integrity of the Marketplace.

HBP is not required to remove a review merely because a business disagrees with it.

25. NO RETALIATION FOR REVIEWS

Users must not threaten, harass, penalise or otherwise retaliate against another User solely because that User submitted a genuine review or rating.

HBP may suspend or restrict accounts involved in review manipulation, intimidation or retaliation.

26. HBP'S MODERATION RIGHTS

HBP reserves the right, but does not assume a general obligation, to monitor, review, moderate, restrict, remove or disable access to:

1. Listings;
2. profiles;
3. reviews;
4. Content;
5. messages;
6. Accounts; or
7. other Marketplace material.

HBP may take action where it reasonably believes that such action is necessary to:

1. enforce these Terms;
2. protect users;
3. protect HBP;
4. comply with law;
5. respond to complaints;
6. address fraud;
7. protect intellectual property;
8. address security concerns;
9. protect the integrity of the Marketplace; or
10. address conduct that may harm the reputation or operation of the Marketplace.

27. REMOVAL OF CONTENT

HBP may remove or disable access to Content where HBP reasonably believes that the Content:

1. is unlawful;
2. is fraudulent;
3. is materially misleading;
4. infringes third-party rights;
5. violates these Terms;
6. creates a security risk;
7. contains malicious software;
8. is inappropriate;
9. is materially inaccurate;
10. relates to prohibited goods or services; or
11. otherwise presents a material risk to HBP or Marketplace users.

Where circumstances reasonably require immediate action, HBP may act without prior notice.

28. REPORTING UNLAWFUL OR INFRINGING CONTENT

Users and rights holders may report Content they believe is unlawful or infringes their rights.

A report should provide sufficient information for HBP to identify and assess the relevant Content.

Where applicable, HBP may take action in accordance with the Electronic Transactions Act, 2008 (Act 772), including applicable procedures concerning notification and removal or disabling of access to unlawful or infringing material.

HBP may request additional information before taking action.

29. NO GENERAL DUTY TO MONITOR

To the extent permitted by applicable law, HBP does not assume a general obligation to monitor all information transmitted, stored or published through the Marketplace for the purpose of identifying unlawful activity.

HBP may nevertheless undertake moderation, review and verification activities as part of operating the Marketplace.

Any monitoring or moderation undertaken by HBP does not create a guarantee that all unlawful, fraudulent, inaccurate or harmful Content will be identified.

30. PROHIBITED ACTIVITIES

Users must not use the Marketplace to:

1. commit fraud;
2. impersonate another person or business;
3. provide false registration documents;
4. provide misleading business information;
5. publish fraudulent Listings;
6. misrepresent product quantity or quality;
7. falsely claim certification;
8. advertise goods the User has no reasonable basis to supply;
9. manipulate inventory information;
10. manipulate ratings or reviews;
11. create fake Accounts;
12. manipulate Offers;
13. engage in price manipulation through deceptive conduct;
14. use the Marketplace to launder money;
15. use the Marketplace for unlawful financial activity;
16. distribute malware;
17. interfere with Marketplace operations;
18. attempt unauthorised access;
19. scrape Marketplace information without permission;
20. harvest user data unlawfully;
21. harass or threaten another User;
22. publish unlawful or defamatory material;
23. infringe intellectual property;
24. publish prohibited products or services;
25. use another business's identity without authority;
26. attempt to circumvent an Account suspension;
27. use automated tools to interfere with the Platform without permission;
28. upload malicious files;
29. use the Marketplace for activities unrelated to its legitimate purpose where prohibited by HBP; or
30. engage in conduct that HBP reasonably considers harmful to the Marketplace or its users.

31. PROHIBITED GOODS AND SERVICES

HBP may prohibit particular products or services from being listed.

Users must not list products or services that are:

1. unlawful;
2. counterfeit;
3. stolen;
4. prohibited by applicable law;
5. unsafe;
6. fraudulent;
7. subject to regulatory restrictions that the User cannot satisfy; or
8. otherwise prohibited by HBP.

HBP may establish additional Marketplace Guidelines specifying restricted categories.

32. COMMUNICATIONS BETWEEN USERS

The Marketplace may allow users to communicate through messages, enquiries, Offers or other functionality.

Users remain responsible for everything they communicate.

Users must not use Marketplace communications to:

1. harass;
2. threaten;
3. defraud;
4. impersonate;
5. distribute malicious files;
6. solicit unlawful activity;
7. send spam;
8. publish confidential information without authority; or
9. otherwise violate these Terms.

HBP may retain and process communications to the extent permitted by law and reasonably necessary to operate, secure and administer the Marketplace.

33. CONFIDENTIAL AND COMMERCIAL INFORMATION

The Marketplace may facilitate the exchange of commercially sensitive information.

Users should exercise appropriate caution before sharing:

1. pricing strategies;
2. customer lists;
3. proprietary processes;
4. trade secrets;
5. financial information;
6. confidential contracts;
7. intellectual property; or
8. other sensitive commercial information.

HBP does not guarantee that another User will maintain confidentiality.

Where confidentiality is important, the relevant parties should enter into an appropriate confidentiality or non-disclosure agreement.

34. PERSONAL DATA

HBP may collect and process personal information associated with business Accounts, including information concerning authorised representatives, contact persons and users.

HBP will process personal data in accordance with applicable Ghanaian data-protection law and HBP's Privacy Policy.

Users must not misuse personal information obtained through the Marketplace.

A User must not:

1. sell personal information obtained through the Marketplace;
2. use personal information for unlawful purposes;
3. disclose personal information without lawful authority;
4. use another User's information for unsolicited or abusive communications; or
5. retain personal information longer than reasonably necessary for a lawful purpose.

35. PRIVACY POLICY

These Terms should be read together with the HBP Marketplace Privacy Policy.

The Privacy Policy explains, among other things:

1. what information HBP collects;
2. why HBP collects it;
3. how information is used;
4. how information is stored;
5. circumstances in which information may be disclosed;
6. data security measures; and
7. applicable data-subject rights.

Where there is a conflict between these Terms and the Privacy Policy concerning personal-data processing, the Privacy Policy and applicable law shall govern that specific matter.

36. ACCOUNT SECURITY

Users are responsible for:

1. keeping login credentials confidential;
2. restricting access to their Account;
3. ensuring authorised users are properly controlled;
4. using appropriate security measures; and
5. notifying HBP promptly of suspected unauthorised access.

A User must not share Account credentials with unauthorised persons.

HBP is not responsible for losses resulting from a User's failure to maintain appropriate Account security, except to the extent caused by HBP's own breach of an applicable legal obligation.

37. INTELLECTUAL PROPERTY

The Marketplace and its underlying technology, design and materials may contain intellectual property owned by or licensed to HBP or third parties.

This may include:

1. trademarks;
2. logos;
3. software;
4. databases;
5. graphics;
6. interfaces;
7. designs;
8. text;
9. photographs;
10. videos;
11. documentation;
12. compilation of Marketplace information; and
13. other materials.

Except as expressly permitted, Users may not reproduce, distribute, modify, sell, license or commercially exploit HBP's intellectual property.

38. USER CONTENT LICENCE

By submitting Content to the Marketplace, you grant HBP a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, display, format, adapt and distribute that Content as reasonably necessary to:

1. operate the Marketplace;
2. display Listings;
3. display business profiles;
4. facilitate communications;
5. promote the Marketplace;
6. provide Marketplace functionality;
7. improve the Platform;
8. maintain records; and
9. comply with legal obligations.

You retain ownership of Content that you own.

You represent that you have the necessary rights to grant HBP this licence.

39. BUSINESS LOGOS AND TRADEMARKS

By submitting a business logo, trade name, trademark or other branding to the Marketplace, the User confirms that it has authority to permit HBP to display that branding in connection with the User's profile, Listings and participation in the Marketplace.

HBP does not acquire ownership of the User's trademarks.

40. THIRD-PARTY SERVICES

The Marketplace may link to or integrate with third-party services, websites or applications.

These may include:

1. logistics providers;
2. communication services;
3. hosting providers;
4. analytics providers;
5. payment services;
6. mapping services;
7. authentication services; or
8. other technology providers.

HBP does not control third-party services and is not responsible for their availability, conduct, content, security or performance.

Use of third-party services may be subject to separate terms.

41. MARKETPLACE AVAILABILITY

HBP will make reasonable efforts to maintain the Marketplace.

However, HBP does not guarantee that the Marketplace will:

1. always be available;
2. operate without interruption;
3. be error-free;
4. be free of technical defects;
5. be compatible with every device;
6. remain unchanged;
7. be immune from cybersecurity incidents; or
8. be continuously accessible.

The Marketplace may be suspended or unavailable because of:

1. maintenance;
2. updates;
3. technical problems;
4. power failures;
5. internet or telecommunications failures;
6. cybersecurity incidents;
7. third-party service failures;
8. regulatory requirements;
9. emergencies; or
10. circumstances beyond HBP's reasonable control.

42. INFORMATION ON THE MARKETPLACE

HBP seeks to provide useful and accurate information but does not guarantee that Marketplace information is:

1. complete;
2. accurate;
3. current;
4. error-free;
5. suitable for a particular purpose; or
6. continuously available.

This includes information supplied by Users.

Users should independently verify information before relying on it.

43. NO PROFESSIONAL ADVICE

Information on the Marketplace is not intended to constitute:

1. legal advice;
2. financial advice;
3. investment advice;
4. tax advice;
5. accounting advice;
6. agricultural advice;
7. food-safety advice;
8. engineering advice; or
9. other professional advice.

Users should obtain appropriate professional advice where necessary.

44. NO GUARANTEE OF COMMERCIAL SUCCESS

HBP does not guarantee that use of the Marketplace will result in:

1. sales;
2. purchases;
3. contracts;
4. revenue;
5. investment;
6. partnerships;
7. export opportunities;
8. customers;
9. increased production;
10. increased market access; or
11. any other commercial result.

The Marketplace facilitates opportunities; it does not guarantee outcomes.

45. DISCLAIMERS CONCERNING USER TRANSACTIONS

To the maximum extent permitted by law, HBP disclaims responsibility for:

1. product defects;
2. inaccurate product descriptions;
3. inadequate quantities;
4. poor quality;
5. product contamination;
6. spoilage;
7. product safety;
8. counterfeit products;
9. non-delivery;
10. late delivery;
11. failed delivery;
12. payment failure;
13. payment fraud;
14. contractual breach;
15. cancellation;
16. disputes;
17. transport damage;
18. loss of goods;
19. theft;
20. storage conditions;
21. regulatory non-compliance by Users;
22. tax obligations;
23. warranties offered by Sellers;
24. representations made by Users; and
25. any other matter arising from a Transaction between Users.

46. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, HBP, its officers, directors, employees, representatives, agents, contractors, affiliates, partners and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage arising out of or relating to:

1. use or inability to use the Marketplace;
2. a Transaction between Users;
3. a product or service listed by a User;
4. a User's conduct;
5. inaccurate or misleading Content;
6. non-payment;
7. payment fraud;
8. non-delivery;
9. defective products;
10. product spoilage;
11. transportation;
12. logistics;
13. business interruption;
14. loss of profit;
15. loss of revenue;
16. loss of anticipated savings;
17. loss of business opportunity;
18. loss of goodwill;
19. loss of data; or
20. reliance on Marketplace Content.

To the maximum extent permitted by applicable law, HBP's aggregate liability arising from or relating to your use of the Marketplace shall not exceed the greater of:

(a) the amount, if any, actually paid by you directly to HBP for Marketplace services during the twelve (12) months preceding the event giving rise to the claim; or

(b) GHS 1,000.00.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

47. USER INDEMNIFICATION

You agree to indemnify, defend and hold harmless HBP and its officers, directors, employees, representatives, agents, contractors, partners and service providers against claims, demands, proceedings, losses, liabilities, damages, penalties, costs and reasonable legal expenses arising from or relating to:

1. your use of the Marketplace;
2. your breach of these Terms;
3. your Account;
4. your Listings;
5. your Content;
6. your products or services;
7. your Transaction with another User;
8. your breach of applicable law;
9. your infringement of third-party rights;
10. your fraud, negligence or misconduct;
11. your misuse of personal information; or
12. any claim arising from goods or services supplied by you.

This indemnity survives termination of your Account.

48. HBP'S ROLE IN DISPUTES

HBP is not responsible for resolving commercial disputes between Users.

Where appropriate, HBP may, at its discretion:

1. facilitate communication;
2. provide relevant Marketplace information;
3. investigate breaches of Marketplace rules;
4. restrict Listings;
5. suspend Accounts;
6. remove Content;
7. encourage Users to resolve disputes directly; or
8. refer matters to appropriate authorities.

Any assistance provided by HBP does not make HBP a party to the dispute.

HBP is not obligated to investigate or resolve every dispute between Users.

49. COMPLAINTS

Users may report suspected:

1. fraud;
2. unlawful activity;
3. false business information;
4. misleading Listings;
5. intellectual-property infringement;
6. inappropriate conduct;
7. fake reviews;
8. impersonation;
9. misuse of personal data; or
10. violations of these Terms.

Reports should contain sufficient information for HBP to assess the matter.

HBP may request additional information.

HBP does not guarantee that a complaint will result in a particular action or outcome.

50. SUSPENSION AND TERMINATION

HBP may suspend, restrict or terminate a User's Account where HBP reasonably believes that the User:

1. breached these Terms;
2. provided false information;
3. submitted fraudulent documents;
4. engaged in fraudulent conduct;
5. published materially misleading Listings;
6. misused the Marketplace;
7. engaged in unlawful conduct;
8. infringed third-party rights;
9. manipulated ratings;
10. compromised Marketplace security;
11. misused another User's personal information;
12. failed to maintain required business information;
13. created material risk to HBP or other Users; or
14. otherwise acted in a manner inconsistent with the legitimate purposes of the Marketplace.

HBP may suspend an Account immediately where necessary to protect users, HBP, the Platform or the public.

51. EFFECT OF TERMINATION

Upon termination:

1. access to the Account may be disabled;
2. Listings may be removed;
3. the User may lose access to Marketplace functionality;
4. Content may cease to be publicly displayed;
5. HBP may retain information where required by law or reasonably necessary for legitimate business, security, compliance or dispute-resolution purposes.

Termination does not affect rights or obligations that arose before termination.

52. BUSINESS RESPONSIBILITY AFTER TRANSACTION

After a successful Transaction, the Seller is responsible for appropriately updating its Listing, warehouse or inventory information where the Marketplace provides such functionality.

HBP is not responsible for a Seller's failure to update inventory information.

A Buyer should not assume that an inventory status is current merely because it appears on the Marketplace.

53. FORCE MAJEURE

HBP shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including:

1. natural disasters;
2. extreme weather;
3. floods;
4. fires;
5. epidemics or pandemics;
6. war;
7. civil unrest;
8. government action;
9. regulatory restrictions;
10. strikes;
11. telecommunications failures;
12. power failures;
13. internet disruption;
14. cybersecurity incidents;
15. third-party infrastructure failures; or
16. other circumstances beyond HBP's reasonable control.

54. CHANGES TO THE MARKETPLACE

HBP may:

1. add features;
2. remove features;
3. modify functionality;
4. change Marketplace processes;
5. suspend features;
6. discontinue features;
7. change eligibility requirements; or
8. discontinue the Marketplace.

HBP shall not be liable for changes, suspension or discontinuation of Marketplace functionality except where liability cannot lawfully be excluded.

55. CHANGES TO THESE TERMS

HBP may update these Terms from time to time.

The current version will be made available through the Marketplace.

Where appropriate, HBP may provide notice of material changes.

Continued use of the Marketplace after the effective date of revised Terms constitutes acceptance of the revised Terms to the extent permitted by law.

56. ELECTRONIC COMMUNICATIONS AND RECORDS

Users consent to receiving electronic communications from HBP concerning:

1. Accounts;
2. Listings;
3. Marketplace activity;
4. security;
5. important notices;
6. policy changes;
7. complaints;
8. verification;
9. administration; and
10. other matters relating to the Marketplace.

Electronic records and communications may be retained where permitted or required by law.

57. TAXES

Users are solely responsible for determining and satisfying their tax obligations arising from Transactions conducted through the Marketplace.

HBP does not provide tax advice and does not determine or collect taxes on Transactions between Users unless expressly required by law.

58. NO AGENCY, PARTNERSHIP OR JOINT VENTURE

Nothing in these Terms creates:

1. an agency relationship;
2. partnership;
3. joint venture;
4. employment relationship;
5. franchise;
6. fiduciary relationship; or
7. representative relationship

between HBP and any User.

No User has authority to bind HBP unless HBP has expressly authorised such authority in writing.

59. NO ENDORSEMENT

The inclusion of a business, product, service, certification, review, rating or Listing on the Marketplace does not necessarily constitute an endorsement by HBP.

Similarly, a User's participation in HBP programmes, membership of HBP, participation in HBP activities or presence on the Marketplace does not constitute a guarantee by HBP of that User's commercial conduct.

60. THIRD-PARTY RIGHTS

Except where expressly stated otherwise, these Terms do not create rights enforceable by persons who are not parties to them.

61. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be interpreted to the maximum extent permitted by law or severed where necessary.

The remaining provisions shall continue in force.

62. WAIVER

Failure by HBP to enforce a provision of these Terms does not constitute a waiver of its right to enforce that provision later.

63. ASSIGNMENT

A User may not transfer its rights or obligations under these Terms without HBP's prior written consent.

HBP may assign or transfer its rights or obligations in connection with the Marketplace to an affiliate, successor, service provider or other appropriate entity.

64. ENTIRE AGREEMENT

These Terms, together with the HBP Marketplace Privacy Policy and any additional Marketplace rules or guidelines expressly incorporated into them, constitute the agreement governing your use of the Marketplace.

65. GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of the Republic of Ghana.

66. DISPUTE RESOLUTION

HBP encourages disputes concerning these Terms to first be addressed through good-faith discussions.

Where appropriate, HBP may encourage mediation or another appropriate alternative dispute-resolution process.

Nothing in this section prevents a party from seeking urgent relief from a court or competent authority where permitted by law.

Subject to applicable law, disputes concerning these Terms shall fall within the jurisdiction of the courts of Ghana.

67. NOTICES

HBP may provide notices through:

1. the Marketplace;
2. email;
3. SMS;
4. in-app notifications;
5. telephone; or
6. other reasonable electronic means.

Users are responsible for maintaining accurate contact information.

68. CONTACT AND REPORTING

For questions, complaints, legal notices, reports of unlawful activity or Marketplace-related concerns:

Horticulture Business Platform (HBP)

Ghana Netherlands Business and Culture Council (GNBCC)

Email: info@hbpghana.org

Telephone: +233 (0) 55 295 3873

Website: https://hbpghana.org/

For reports concerning a particular Listing, User or business, please provide sufficient information to enable HBP to identify the relevant material or Account.

69. USER ACKNOWLEDGEMENT

By registering for or using the HBP Marketplace, you acknowledge and agree that:

1. the Marketplace is primarily a B2B connection and facilitation platform;
2. HBP is not ordinarily a buyer or seller;
3. HBP is not a party to Transactions between Users;
4. HBP does not receive or process payment for Transactions between Users;
5. payments are made directly between Buyers and Sellers;
6. Users are responsible for their own commercial due diligence;
7. Sellers are responsible for the accuracy of their Listings and inventory information;
8. Buyers are responsible for evaluating Sellers and products;
9. Users are responsible for arranging and managing their own logistics unless separately agreed;
10. ratings and reviews are user-generated opinions;
11. verification does not constitute an endorsement or guarantee;
12. HBP does not guarantee that Transactions will be completed;
13. HBP does not guarantee the quality, safety, availability or legality of products or services listed by Users;
14. HBP may suspend or terminate access for breaches of these Terms; and
15. HBP's liability is limited to the maximum extent permitted by applicable law.

70. ACCEPTANCE

BY CLICKING “I AGREE”, CREATING AN ACCOUNT, REGISTERING A BUSINESS, PUBLISHING A LISTING, SUBMITTING AN ENQUIRY, MAKING OR RECEIVING AN OFFER, OR OTHERWISE USING THE HBP MARKETPLACE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS OF USE.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE HBP MARKETPLACE