Terms and Conditions

Welcome to PanTerrea

Please review our terms and conditions (Terms) before using our platform. If you have any questions in relation to these Terms, please contact us using the contact details set out below.

Our contact details:

PanTerrea Limited, a company registered in England and Wales. Our company registration number is 15874699 (we, us or our).

Phone number: +44(0)7599405994; +380 95 276 4840

Address: 4 Capricorn Centre, Cranes Farm Road, Basildon, Essex, England, SS14 3JJ

Email: [email protected]

1. Introduction

1.1 We provide a platform where agricultural and farming businesses (Seller) and buyers of agricultural and farming goods and services (Buyers) can connect and transact (Platform).

1.2 These Terms contain the terms and conditions on which we supply the Platform to you.

1.3 These Terms are entered into between us and you, together the Parties and each a Party. In these Terms, you or your means (as applicable) the person or entity registered with us, as either a Buyer or Seller, or the individual accessing or using the Platform.

1.4 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

2. Acceptance and Platform Licence

2.1 You accept these Terms by accepting these Terms on the Platform.

2.2 You must be at least 18 years old to use the Platform.

2.3 If a Buyer, Seller or individual accessing or using the Platform of any of the Services is under the age of 18, these Terms must be accepted on behalf of person by the person’s parent or legal guardian. The parent or legal guardian agrees that they have legal authority to accept these Terms on behalf of the person, and warrants and agrees:

(a) that there are no consent or court orders in place preventing them from making decisions on behalf of the person;

(b) they have read, understood, and agree to these Terms, and informed the person of the contents of these Terms and about the Platform; and

2.4 We may amend these Terms at any time, by providing written notice to you (including via the Platform). By clicking “I accept”, or similar, or continuing to use the Platform. If you do not agree to the amendment and it adversely affects your rights, you may cancel these Terms with effect from the date of the change in these Terms by providing written notice to us within 7 days of us notifying you of the change. If you cancel these Terms, (a) you will no longer be able to use the Platform on and from the date of cancellation, and (b) if you have paid Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.

2.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.6 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual’s privacy or any other legal rights (including uploading private information or Personal Data without an individual’s consent);

(b) using the Platform to defame, harass, threaten, menace or offend any person;

(d) interfering with any user of the Platform;

(e) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);

(f) using the Platform to send unsolicited electronic messages;

(g) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; and

(h) facilitating or assisting a third party to do any of the above acts.

3. Accounts

3.1 As a Seller, you must register on the Platform and create an account (Account) to access the Platform’s features.

3.2 As a Buyer, if you wish to make a purchase on the Platform, you must register for an Account however, if you just wish to browse the Platform, you do not need to register for an Account.

3.3 You may only have 1 Account as a Seller, and 1 Account as a Buyer on the Platform.

3.4 You must provide basic information when registering for an Account including your business name, contact name, email address, phone number and the city you reside in, and you must choose a password.

3.5 Once you have registered an Account, your Account information will be used to create a profile, where as a Seller you will be able to make listings of your goods and/or services.

3.6 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others.

3.7 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.

3.8 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including cancellation history, quality of services and threshold of reviews. You agree to be bound by and to comply with these conditions or requirements.

4. Platform summary

4.1 The Platform is a marketplace where Buyers and Sellers can find each other, and Sellers can advertise and sell goods and services online to the Buyers on the Platform, Buyers can buy goods and services from Sellers, and Buyers and Sellers can communicate with one another. We provide the Platform (including hosting and maintaining the Platform) to users (the PanTerrea Services). We will provide the PanTerrea Services in accordance with these Terms and all applicable laws, and we warrant to you that the PanTerrea Services will be provided using reasonable care and skill.

4.2 You understand and agree that we only make available the PanTerrea Services. We are not party to any agreement entered into between a Buyer and a Seller, and we have no control over the conduct of Sellers, Buyers or any other users of the Platform.

4.3 A Seller wanting to provide goods and/or services creates an Account on the Platform and posts an accurate and complete description of the goods and services they can provide, including the fees for the goods and services (Listing Fees) any delivery/collection information and details on placing an order and paying for the goods and/or services (Seller Listing).

4.4 A Buyer wanting to buy goods and services can browse the Seller Listing and create an Account on the Platform to view Seller Listings and contact Sellers.

4.5 A Buyer may request to purchase the goods and services described in a Seller Listing by sending a request through the Platform. The request is an offer from the Buyer to the Seller to buy the described in the Seller Listing (Purchase Request).

4.6 If the Seller accepts the Purchase Request through the Platform, it becomes a Confirmed Purchase.

4.7 By accepting a Purchase Request, the Seller confirms that it is legally entitled to and capable of supplying the relevant goods and services.

4.8 Buyers and Sellers may enter into written agreements in relation to the goods and/or services. To the extent there is inconsistency between any additional terms and conditions and these Terms, these Terms will prevail.

4.9 Sellers must include all additional terms and conditions relating to their goods and services in the relevant Sellers’ Listing or must clearly state that there are additional terms and conditions. By sending a Purchase Request, a Buyer is accepting the additional terms and conditions of the relevant Sellers.

4.10 For the avoidance of doubt, notwithstanding anything to the contrary in these terms, we are not a party to any agreement between a Buyer and Seller and are not liable in any way for any such agreement.

5. Communication

5.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.

5.2 Buyers and Sellers can communicate privately using our private messaging service or offline using the listed contact details.

6. Payments

6.1 As a Buyer, you agree that payment for the goods and/or services is a matter between you and the Seller. We do not currently facilitate payment through the Platform.

6.2 As a Seller, you are responsible for specifying payment terms in your Seller Listing. We recommend that Sellers include clear information about payment methods, timing of payments, and any other relevant details.

6.3 You acknowledge and agree that:

(a) we do not process any payments through the Platform;

(b) we do not hold any funds on behalf of Buyers or Sellers;

(d) we do not have access to or control over these transactions; and

(e) we are not responsible for any issues that may arise from these transactions.

6.4 As we do not process payments, we do not charge any Service Fees at this time. However, we reserve the right to introduce Service Fees in the future if we allow payments to be processed through our Platform, subject to providing reasonable notice to all users.

6.5 You are responsible for complying with all applicable laws and regulations related to the payments you make or receive, including any tax obligations.

6.6 We do not provide any guarantees regarding the financial transactions between Buyers and Sellers. You are advised to exercise caution and conduct due diligence before entering into any financial agreements or transactions.

6.7 We are not responsible for any losses or damages that may result from payment disputes between Buyers and Sellers. We encourage users to resolve any payment-related issues directly with each other.

7. Refunds and Cancellation Policy

7.1 If you are a Seller and the Buyer has rights to cancel a Confirmed Purchase during the relevant cooling off period under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you agree to facilitate the cancellation and any refund in accordance with those Regulations.

7.2 The cancellation, exchange, variation or refund of any goods and services ordered on this Platform is strictly a matter between the relevant Buyer and Seller. The terms and conditions agreed to between the Seller and the Buyer must be set out clearly in the relevant Seller Listing or Purchase Request.

7.3 For disputes between Buyers and Sellers, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

7.4 We do not mediate disputes between Buyers and Sellers regarding cancellations or refunds. Our role is limited to providing the Platform for communication between Parties.

7.5 We are not responsible for enforcing cancellation or refund policies of Sellers, nor for ensuring that Buyers comply with the terms set by Sellers.

7.6 As we do not process payments through the Platform, we are not involved in the refund process. Any refunds must be arranged and processed directly between the Buyer and Seller.

7.7 This clause will survive the termination or expiry of these Terms.

8. Reviews

8.1 Reviews can be viewed by any user and will remain viewable until the relevant Account is removed or terminated.
8.2 You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

8.3 You can write a Review about a Seller if you have had an experience with that Seller, which means that (1) you have engaged the Seller through the Platform; or (2) you can otherwise document your interaction with the Seller in relation to the Platform, including via correspondence (collectively referred to as a Buyer Experience).

8.4 You may not write a review about a Seller you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Seller, or otherwise work for the Seller. Similarly, you may not write a Review about a direct competitor to the Seller that you own, are employed by or work for.

8.5 Your Buyer Experience must have occurred in the 12 months prior to you writing a Review.

8.6 You may only write about your own Buyer Experience. You are not permitted to write a Review about somebody else’s Buyer Experience, such as that of a family member or friend.

8.7 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive to write a Review, you should include information about this in your Review. Incentives include being offered a gift, reward, discount or advantage for writing a Review on the Platform.

8.8 This clause will survive the termination or expiry of these Terms.

9. Intellectual Property

9.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, the Platform itself and any content on the Platform (except User Content)) (Our Intellectual Property) will at all times vest, or remain vested, in us.

9.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.

9.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any Intellectual Property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.

9.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a) you do not assert that you are the owner of Our Intellectual Property;

(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(d) you comply with all other provisions of these Terms.

9.5 This clause will survive the termination or expiry of these Terms.

10. Content you upload

10.1 You may be permitted to post, upload, publish, submit or transmit relevant information and content including Seller Listings and Reviews (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).

10.2 If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms. We agree to only modify User Content to the extent reasonably required by us. You may request that any of your User Content is removed from the Platform or social media by sending us an email. We will endeavour to action any removal requests within a reasonable time. This does not limit any rights you may have under any applicable privacy laws.

10.3 You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s Intellectual Property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

10.4 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

10.5 If you believe that any User Content on the Platform is an infringement of your Intellectual Property rights, please contact us using the contact details set out at the top of these Terms, and we may investigate.

10.6 This clause will survive the termination or expiry of these Terms.

11. Warranties

11.1 You represent, warrant and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(d) where you are a Seller, you are responsible for complying with all laws, rules and regulations which apply to you or your Seller Listings; and

(e) where you are a Seller, you are appropriately qualified, and have any required skills, knowledge or training, to provide the goods and services.

12. Data Protection

12.1 We understand that protecting your Personal Data is important. We set out how we handle your Personal Data in our Privacy Policy, available on our website.

12.2 We process Buyers’ Personal Data, and Sellers process Buyers’ Personal Data (for example, the Buyer’s name and delivery address), as separate and independent controllers. This means that we and Sellers are responsible for the Personal Data of Buyers we each process.

12.3 Where you are a Seller, you agree to:

(a) comply with all obligations under the Data Protection Act 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation), and all other data protection laws applicable to the processing of Buyer Personal Data;

(b) only process Buyers’ Personal Data that you receive through the Platform exclusively for the purpose(s) for which you received the Personal Data under and/or in connection with these Terms; and

(c) delete all Buyer Personal Data you receive in connection with the Platform and/or these Terms immediately after the respective purpose(s) has/have been fulfilled, except to the extent you are legally required to retain the Personal Data.

12.4 Despite anything to the contrary, to the maximum extent permitted by law, you (as a Seller) are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your breach of this clause 12 or any applicable data protection laws.

13. Limitations on liability

13.1 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

13.2 This clause 13.2 applies if you are a ‘consumer’ as defined in the Consumer Rights Act 2015 and to the extent that the Platform is considered digital content. If the Platform is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

13.3 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

(a) any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services; and

(b) any aspect of the Buyer and Seller interaction including the goods and services offered by the Seller, the description of the goods and services requested or offered, any advice provided, the performance of services or supply and delivery of goods by the Seller;

13.4 Subject to clause 13.2 (damage caused by defective digital content) and clause 13.1 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

(a) you agree to indemnify us for any Liability we incur due to (i) any claim (including from any tax authority) for any VAT for which you are responsible that you did not correctly declare or remit to the relevant tax authority, (ii) your breach of the Acceptance and Platform Licence clause (clause 2), and (iii) your breach of the Intellectual Property clause (clause 9) of these Terms;

(b) if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, we will not be liable for any Consequential Loss;

(c) where you are a ‘consumer’ as defined in the Consumer Rights Act 2015, we will have no liability to you for any loss of profit, loss of business, loss of data, business interruption, or loss of business opportunity;

(d) a Party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement, by the other Party;

13.5 We have given commitments as to the compliance of the Platform with these Terms and applicable Laws in clause 4.3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

13.6 This clause 13 will survive the termination or expiry of these Terms.

14. Termination

14.1 As a Buyer or Seller, you may cancel your Account at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings. Your cancellation will take effect immediately.

14.2 We may terminate these Terms at our discretion, effective immediately, including if we no longer intend to operate the Platform (Termination for Convenience).

14.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

(b) an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting the Defaulting Party or their property is occurring or is likely to occur.

14.4 Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach, or we may cancel your Account (acting reasonably).

14.5 Upon expiry or termination of these Terms:

(a) we will remove your access to the Platform; and

(b) we will immediately cease providing the PanTerrea Services.

14.6 Where termination is due to our breach of these Terms or due to our Termination for Convenience, we agree to refund you for any prepaid unused Fees, Service Fees or Listing Fees on a pro-rata basis.

14.7 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

14.8 This clause will survive the termination or expiry of these Terms.

15. General

15.1 Assignment: Subject to the below clause 15.2, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

15.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

15.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

15.4 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask The Centre for Effective Dispute Resolution to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

15.5 Entire Terms: Subject to your consumer law rights (if applicable), these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

15.6 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

15.7 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

15.8 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

15.9 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

15.10 Publicity: If you are a Seller, you agree that we may advertise or publicise the broad nature of our supply of the PanTerrea Services to you, including on our website or in our promotional material.

15.11 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

15.12 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

16. Definitions

16.1 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us any fees under these Terms will not constitute “Consequential Loss” for the purposes of this definition.

16.2 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.

16.3 Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

16.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

16.5 Personal Data has the meaning given in the Data Protection Act 2018.

Last updated: 16 April 2025