Terms of Service

“User” means any business or person that registers for or uses the Platform, whether as a Buyer, a Seller, or both.

“Seller” means a User that lists products or offers to supply goods through the Platform.

“Buyer” means a User that sources, requests quotes for, or purchases goods through the Platform.

“Listing” means any product, offer, or sourcing request published on the Platform by a User.

“COA” means a Certificate of Analysis issued by a laboratory in respect of a product batch.

“Order” means a purchase agreement concluded directly between a Buyer and a Seller in respect of a Listing.

“Content” means any information, text, image, file, document (including COAs), message, review or other material submitted to the Platform by a User.

Verdex operates an online business-to-business marketplace and set of tools that enable independent businesses to discover one another, exchange information, request quotes, negotiate, and record transactions relating to hemp, cannabis and related products.

Verdex is an intermediary and is not a party to any Order or any other agreement concluded between Users. Verdex is not the seller, buyer, manufacturer, producer, importer, exporter, distributor or supplier of any product listed on the Platform, does not take title to or possession of any goods, and does not itself offer any product for sale. Any contract of sale is concluded directly and exclusively between the Buyer and the Seller, who are solely responsible for its formation, performance, and consequences.

Verdex does not guarantee, and makes no representation as to, the existence, quality, safety, legality, or accuracy of any product, Listing, COA, or User, except where a document or company is expressly and specifically marked as “Verified by Verdex”, and then only to the extent of the verification described at the time.

The Platform is intended exclusively for businesses and professionals acting in the course of their trade, business, craft or profession. It is not intended for, and must not be used by, consumers. No product is offered to consumers through the Platform.

By registering, you represent and warrant that:

• you are a duly formed and validly existing legal entity, or a self-employed professional, acting for purposes relating to your trade or business;
• the individual accepting these Terms is at least 18 years old and is authorised to bind the User;
• you hold all licences, registrations and authorisations required to conduct your activities on the Platform; and
• your use of the Platform, and any transaction you enter into, is lawful in every jurisdiction relevant to you.

To use most features you must register an account and provide accurate, current and complete information. Verdexmay carry out know-your-business (“KYB”) and other verification checks, and may request supporting documentation. Verification status is indicative only and does not constitute a warranty by Verdex as to any User.

You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must notify us immediately of any unauthorised use. Verdex may refuse, suspend or terminate any account, or withdraw any verification status, at its discretion, including where these Terms are breached.

Sellers are solely responsible for their Listings and products. By publishing a Listing, a Seller represents and warrants that:

• it has the right to sell and supply the product and to publish all associated Content;
• the Listing is accurate, complete and not misleading, including as to cannabinoid content, specification, origin, batch and price;
• each product batch is accompanied by a genuine, unaltered COA issued by an independent, accredited laboratory — a Seller may not present its own organisation as the issuing laboratory;
• the product, its production, and its supply comply with all applicable laws and standards; and
• the Content does not infringe any third-party right and is not unlawful, deceptive or harmful.

Verdex may remove, edit or refuse any Listing, and may require a current COA, at its discretion. Publishing a Listing does not transfer ownership of the Content to Verdex.

Hemp, cannabis and cannabinoid products are subject to complex and differing laws across jurisdictions. Each User is solely responsible for ensuring that its activities, products and transactions comply with all applicable laws in every relevant country of origin, transit and destination, including without limitation laws relating to controlled substances, permitted cannabinoid (including THC) thresholds, licensing, novel foods, labelling, packaging, import and export controls, customs and taxation.

Verdex does not determine, verify or warrant the legality of any product in any jurisdiction. Nothing on the Platform constitutes legal, regulatory, medical or tax advice. Buyers are solely responsible for the lawful import, handling, further sale and use of any product they acquire. Users must not use the Platform in connection with any product or transaction that is unlawful in any relevant jurisdiction, including the supply of controlled narcotic substances.

The Platform lets Buyers publish sourcing requests and requests for quotation, and lets Sellers respond with quotes. Where a Buyer and Seller agree terms, they conclude an Order directly between themselves. Verdex may record and present the status of a request, quote or Order for the parties’ convenience, but is not a party to it.

Unless expressly stated otherwise for a specific feature, payment for goods is arranged and settled directly between Buyer and Seller off-Platform. Users are responsible for their own invoicing, payment, delivery, taxes, duties and compliance. Prices, currencies, incoterms and payment terms are as agreed between the parties.

The Platform’s protections (verification, documentation, dispute resolution and record-keeping) depend on Users transacting through it. Accordingly, Users agree to conduct pre-Order enquiries, negotiations and communications through the Platform and not to circumvent the Platform in order to avoid fees, evade its protections, or solicit or divert transactions off-Platform before an Order is placed.

To support this, Verdex may detect, filter, redact or withhold direct contact details (such as telephone numbers, e-mail addresses, messaging-application identifiers and external links) contained in pre-Order communications, and may use automated means to do so. Repeated attempts to exchange off-Platform contact details before an Order, or other attempts to circumvent the Platform, may result in warnings and, on repetition, suspension or termination of the account.

Certain features are offered under paid membership plans or for a fee or commission. Applicable fees are those presented to you before you incur them. Verdex may change its fees and plans prospectively on reasonable notice. Fees are exclusive of taxes unless stated otherwise.

Reviews may be submitted only in connection with genuine, completed transactions and must be honest and lawful. Fabricated, incentivised-for-a-rating, or misleading reviews are prohibited. A Seller may publish one reply to a review.

You retain ownership of your Content. You grant Verdex a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display and distribute your Content to the extent necessary to operate and promote the Platform and to provide the services. You are responsible for your Content and warrant that you hold all rights necessary to grant this licence.

Verdex may offer a facility through which Users can raise and seek resolution of disputes arising from transactions recorded on the Platform. Any assessment or ruling made through this facility relates only to remedies available within the Platform (such as records, status, or the release of any funds held through an integrated settlement feature, where offered) and does not constitute arbitration, a binding legal determination, or legal advice, and does not limit any right a User may have to pursue remedies through the courts or other lawful means.

The Platform, its software, design, trademarks, and all related intellectual property are owned by Verdex or its licensors and are protected by law. Subject to these Terms, Verdex grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes. You may not copy, modify, distribute, sell, scrape, reverse-engineer or create derivative works from the Platform except as permitted by law.

You must not:

• use the Platform for any unlawful, fraudulent or deceptive purpose, or to list any unlawful product;
• provide false, misleading or falsified information, Listings or COAs;
• circumvent the Platform or its fees, or solicit off-Platform contact in breach of Section 8;
• infringe the rights of others or upload harmful, offensive or infringing Content;
• interfere with, disrupt, probe, scrape or overload the Platform or its security; or
• use the Platform to compete with Verdex or to build a competing dataset.

Verdex may suspend or terminate your access to the Platform, remove Content, and withdraw verification, with or without notice, where it reasonably considers that you have breached these Terms or applicable law, presented a false COA or unlawful product, attempted to circumvent the Platform, or created risk for Verdex or other Users. You may close your account at any time. Provisions which by their nature should survive termination will survive.

To the maximum extent permitted by law, the Platform is provided “as is” and “as available”, without warranties of any kind, whether express or implied, including as to merchantability, fitness for a particular purpose, non-infringement, availability or accuracy. Verdex does not warrant the identity, solvency, conduct, or performance of any User, or the existence, quality, safety, legality or description of any product, Listing or COA. Any reliance you place on Content or on another User is at your own risk.

To the maximum extent permitted by law, Verdex shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profit, revenue, goodwill, data or business, arising out of or in connection with the Platform or any transaction between Users. Verdex is not liable for the acts or omissions of any User, for any product or Order, or for any dealings conducted off-Platform.

To the extent Verdex is found liable notwithstanding the above, its aggregate liability to a User for all claims arising in any twelve-month period shall not exceed the total fees paid by that User to Verdex in that period, or EUR 500 where no fees were paid. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable mandatory law.

You agree to indemnify and hold harmless Verdex and its officers, directors and personnel against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with your use of the Platform, your Content, your products or transactions, or your breach of these Terms or applicable law.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter are governed by the laws of the Czech Republic, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Czech Republic, and where competence permits the courts of the seat of vinireto s.r.o. in Prague, shall have jurisdiction, without prejudice to any mandatory statutory rules.

Verdex may amend these Terms from time to time. Material changes will be notified through the Platform or by e-mail. Your continued use of the Platform after the changes take effect constitutes acceptance of the amended Terms.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force. Verdex’s failure to enforce any provision is not a waiver. You may not assign these Terms without our consent; Verdex may assign them in connection with a reorganisation or transfer of its business. These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Verdex regarding the Platform.

vinireto s.r.o., Školská 660/3, Nové Město, 110 00 Prague 1, Czech Republic. IČO 23101717, registered at the Municipal Court in Prague, File No. C 421409. Data box (datová schránka): yczu4tp. Legal enquiries: legal@verdex.trade.