RaysPlantExchange.com  

Gardener or Seller Terms & Conditions  

Revision - April 29th, 2025  

By supplying your Plants you, the Gardener (referred to as “you” or “ Gardener” in these  Gardener Terms and Conditions) are entering into a legally binding contract with  RaysPlantExchange.com, LLC (referred to as “we” “our” “us” or “RaysPlantExchange.com,  LLC” in these Gardener Terms and Conditions).  

1 DEFINITIONS  

For your ease we have included the definitions used in the Website User Terms and  Conditionswithin these Gardener Terms and Conditions.  

(1) “RaysPlantExchange.com, LLC Services” means the services we supply by providing the  Website, allowing Gardeners to advertise Plants on the Website, bringing Buyers and Gardeners  together, using the Website, and facilitating orders. Enhanced services means our services which  are available to Gardeners and for which a fee is payable, such as being featured on the Website  – see https://RaysPlantExchange.com  

(2) “ Gardener” means any person and/or organisation who displays Plants, merchandise or  offers anything for sale on the Website.  

(3) “Plants” means the pieces of plant/plantwork/products which a Buyer agrees to buy from the  Gardener using the Website, including Commissions and Grown to Order, as described in the  individual listing on the Website.  

(4) “Buyer” means the person and/or organisation who uses the Website and may buy Plants.  

(5) “Commissions” are Special Order Plants supplied according to the Buyer’s requirements so  the Buyer may choose, for example, a subject matter or color variations, for example, grown  from an example in a photograph. However, the Buyer must bear in mind that Plants are a  personal choice and must be clear if the Buyer has any specific requirements. Unless otherwise  agreed, commissions require a non-refundable 50% deposit to be paid in advance with the  balance payable once the Buyer has approved the images.  

(6) Deleted -  

1

(7) “Intellectual Property Rights” means any patent, trademark, service mark, registered design,  copyright, design right, any contact or database rights, know-how, confidential information or  process, any application for any of the above and any other intellectual property rights  recognised in any part of the world, whether or not presently existing or applied for, which are  held by the owning party.  

(8) “Grown to Order'” is Plants which are grown/made for the Buyer based on an original piece  of plantwork which the Buyer likes. They will be similar to the original but, because of their very  nature, will have variations sometimes on growth and color. Grown to Order Plants often will not  be an exact replica of the original.  

(9) “United States” includes many final delivery addresses in all states of the United States and  territories but does exclude some postcodes. Please research and confirm those excluded  postcodes prior to ordering.  

(10) “Order confirmation” means the email confirming the Buyer’s order and will confirm such  details as what the Gardener has agreed to supply, the price and expected delivery/supply date.  

(11) “Standard Delivery” means a method of delivery within the United States, using a carrier  approved by us, which is insured to at least to the value of the sale price for the Plants being sent  and for which the carrier obtains a signature upon delivery to show receipt.  

(12) “Terms and Conditions” means these Terms and Conditions which also incorporate all  policies and other Terms and Conditions displayed on our Website and will also include any  special terms and conditions agreed in writing by us.  

(13) “Upload onto the Website” means any submission or post, including any Gardener’s  information regarding any Plants for sale, in any format, including any post, content or anything  whatsoever which a user uploads or provides to us for upload and subsequently appears and can  be viewed on the Website. This includes taking part in any available feedback, review,  discussion, forum etc.  

(14) “User” or “you” means anyone using and/or visiting the Website for any purpose including,  but not limited to, Buyers and Gardeners.  

(15) “We”, “Us”, means the organization who supplies and owns this this  Website, RaysPlantExchange.com, LLC., whose registered office is at 820 Gessner, Suite  1380, Houston, Texas 77024 a Company Registered in the State of Texas, United States of  America. E-mail address info@RaysPlantExchange.co m.  

(16) “Website” means the website and all content at www.RaysPlantExchange.com .  

(17) “Working Days” means any day Monday to Friday from 9am to 5pm, excluding all  Federally recognized public and bank holidays in the United States.  

(18) Governing Law shall be that in Harris County, State of Texas, United States of America.  2

2 CONDITIONS  

(1) These Gardener terms and conditions incorporate and are in addition to all of the terms and  conditions and policies (particularly the Website User Terms and Conditionson the  Website RaysPlantExchange.comand apply the use of the Website and sale of Plants and prevail  over any other agreement, documentation or communication whatsoever between us and can  only be varied if agreed between us in writing.  

(2) By registering as a User, applying and submitting your Plants you are agreeing to all these  terms and conditions without exception each and every time you use the Website or our services.  Should you need any help please email Info@RaysPlantExchange.com  

(3) From time to time we may change these Terms and Conditions and it is your responsibility to  check the Terms and Conditions which apply as at the time of your order. We also advise you  print these terms as soon as you receive an order from the Website.  

(4) Any queries must be in writing to the address stated in Clause 1(15).  

3 ACCEPTANCE OF PLANTS AND PHOTOGRAPHS OF PLANTS AND YOUR  OBLIGATIONS  

(1) Any Plants which you wish to offer for sale are submitted to us subject to our approval.  

(2) We reserve the right to accept, decline or remove any Gardener, Plants, or any application  made to us without explanation  

(3) You will be deemed to be aged 18 or over and to have read and understood and agree to be  bound by its Terms and Conditions. Where you are entering into an agreement on behalf of an  organisation, you confirm that you have the legal right to do so and that the organisation  specifically confirms that it takes full responsibility for use by any individuals on their behalf  who are deemed to be users for the purposes of these Terms and any subsequent action.  

(4) Plants is offered for sale on the basis that  

(a)(i) you confirm you are legally able to comply with these terms and conditions and sell such  Plants, and that Plants does not breach any copyright, intellectual property rights or the rights of  any third party, whatsoever in nature, and the Plants for sale are not contrary to any law  

(ii) If you are legally able to supply a certificate of authenticity for each Plant you offer for sale  on or via the Website and agree to include it with the Plants.  

3

(iii) that you are solely responsible for any Plants that you provide and/or sell and that we have  no liability in this regard to any Buyer or any other party.  

(iv) that you operate a business which is registered in the same country as your business address  and comply with all the laws and regulations which apply to that business.  

(v) you understand that we operate an Online Marketplace and as such are not a party to any sale  but merely facilitate sales on behalf of both Gardeners and Buyers, using the Website.  

(vi) you will ensure that anything you do will not incur any liability for us and you will not cause  us to breach any law, statute or regulation and will, in any event, completely indemnify us  against any claim or action whatsoever including, but not limited to, any losses or expenses  incurred whatsoever, resulting from your breach of our Terms and Conditions and agreement.  

(b) While our Buyers’ Terms and Conditions of sale clarify that Buyers are ultimately  responsible for any additional charges, including any shipping or delivery, taxes (sales, VAT or  otherwise) and duties which may be payable, you agree to take any available steps which  minimise those additional charges and duties, provided always that you comply with the law  which applies to the individual Buyer and their order. This will include, as applicable to your  business and the individual Buyer and their order:  

(i) holding valid and current registration, required in the state, locality or country that your  business is based and for the Buyer’s final delivery address, to enable you to complete and  deliver the Buyer’s order.  

(ii) registering for and using any applicable schemes which reduce any Sales Taxes, VAT and/ or  customs or other duties payable.  

(iii) properly and fully completing relevant processes and/or documents (whether online or  otherwise) to reasonably reduce or Zero-rate VAT, sales taxes or assisting a Buyer to reclaim any  VAT or sales taxes which they have already paid.  

(iv) properly and fully completing relevant customs forms and declarations and any other  relevant processes and/or documents (whether online or otherwise).  

(c)(i) it is not offered for sale anywhere else at a price lower than the sale price agreed by you  and displayed on the Website – by this we mean the price you set, excluding any discounts. For  the avoidance of any doubt, where you offer the same plantwork for sale with other websites, we  accept that those websites may from time to time make offers (such as a discount for new buyers)  which may mean that the price of your plantwork with those discounts is lower than the sale  price on our website.  

(ii) from time to time we may decide to provide offers on the Website, such as 10% discount or  the Special Offers Feature or the Make an Offer Feature. You agree to this, subject to your right  to remove or suspend plantwork for sale. Please also see clause 5(3)(d).  

4

(d) You promptly and fully co-operate with us at all times, particularly to ensure compliance with  these terms and conditions and the terms and conditions which apply to sales to Buyers: Buyer  terms  

(e)(i) you provide what we deem to be adequate information about both you, your business and  necessary financial information and the Plants and  

(ii) clear images of the Plants. This must include at least one clear front shot and one side shot  and be cropped with no surrounding background. Information is available on the Website but if  you need any further help please email Info@RaysPlantExchange.com .  

(f)(i) made or Special or Order Plants can only be offered by Gardeners who have our express  permission to do so.  

(ii) if you offer Grown to Order Plants then this is on the basis that the Plants are not offered on  any other Website except any that we have specifically agreed in writing.  

(g) You understand that you are ultimately solely responsible in relation to all sales and  transactions carried out on or as a result of the Website and that you must:  

(i) acknowledge receipt of any communications, including any order from us, within 1 working  day (see clause 3(5) following). When a Buyer places an order, we send the Buyer an order  confirmation email directly (and where applicable make a courtesy customer phone call) on your  behalf and email to advise you of that sale unless you have already advised us not to do this, such  as if the order is a Commission.  

(ii) you will use our Payment Facilities which are provided by third parties. Please refer to the  relevant third party Terms and Conditions.  

(iii) fulfil and dispatch any orders and/or provide any services as agreed with the buyer and,  where applicable, within the guidelines of Clause 6 following and taking into account clause  3(4)(b).  

(iv) we will assist you by preparing the Buyer’s invoice/receipt (including your details as the  seller) which will be available as a pdf in the Gardener admin area. Please ensure that you print  a copy of the relevant invoice/receipt and include it with the plantwork as you send it to the  Buyer.  

(v) you agree to make a Commission payment for our intermediation services (as a venue  Website) which will be deducted by us automatically from payments made for orders – see  clause 5 following.  

(h) You are not registered for VAT or any other applicable government taxes unless you notify us  otherwise by email to Info@RaysPlantExchange.com . We will require you to supply evidence of  applicable VAT or other status together with any relevant number/unique identifier. It is also your  

5

responsibility to ensure that such records are kept up to date so that, for example, VAT is not  charged should you de-register for VAT.  

(5)(a) Unless these Gardener terms specifically state otherwise, all communication from us or  any Buyer should be via the “Contact the Gardner” facility available on the Website within 24  hours.  

(b) You must not communicate directly with Buyers or prospective Buyers other than to respond  to communication via the “Contact the Gardner” facility available on the Website, to despatch  Plants or as we otherwise direct and agree in writing. This includes not placing any advertising  and/or promotional information in with packages when you send Plants to Buyers.  

(c) Otherwise, you will assist with and provide full customer services to all Buyers and deal with  consumer cancellations, complaints, returns and any other issues which may occur with any sale  of Plants or through our Website, taking into account any legislation and within our terms and  conditions and policies and any legal rights which an individual buyer may be entitled to rely on,  for example, cancellation rights. Please also refer to clause 7, following.  

I have included this which you can reconsider if and when any buyer’s rights change.  

(6)(a) All images and information which you supply to us must be accurate and up to date and in  the format we require.  

(b) We reserve the right to edit any Plants/information supplied without notification.  (c) You will inform us by email to Info@RaysPlantExchange.comat least 7 days in advance of  (i) any changes to your information and  

(ii) when any Plants is no longer available for sale and  

(iii) any periods when you will be unable to fulfil your obligations to supply  

(d) You will ensure that your account is in “holiday” mode when you are away or otherwise  unable to fulfil orders or deal with enquiries  

(7)(a) You may choose to participate in any offers we have available such as  (i) the Special Offers Feature  

(ii) the Make an Offer Feature  

(b) Use of any discount and/or gift vouchers, codes, special offers, promotions or other “offers”  which may be made available from time to time are subject to availability and only available at  our sole discretion and subject to all conditions of compliance with such offer.  

6

(8)(a) When you provide us with images and/or information about Plants the original ownership  rights remain, you do specifically agree that you own the images and we have a non-exclusive,  worldwide, and payment and royalty-free sub-licensable licence for the whole of any period to  display the images and/or information and to edit, modify, adapt, translate, exhibit, publish,  transmit, participate in the transfer of, reproduce, create derivative works from, distribute,  perform, display, and otherwise use your images and/or information or any plant thereof as  necessary, solely for the purposes of displaying plants, providing you with services and operating  the Website. Unless otherwise agreed in writing, this License will be terminated when the  images and/or information are entirely deleted from the Website.  

(b) Although you retain ownership of any images of Plants which you Upload or provide to us,  you specifically provide your express permission to us and any Users to use those images of the  Plants on social media for promotional purposes, for example, to share an image which you like  on Facebook and Twitter.  

(9) We may ask you to assist with marketing your plants and the website. For example we may  ask you to write a blog or provide professional advice.  

(10) You will ensure that your obligations under these terms and conditions shall be placed in  priority to any other obligations and will be carried out in a professional manner with reasonable  care and skill.  

(11)(a) You understand that this is not an exclusive agreement and that you are not entitled to any  rights or benefits whatsoever that employees may have and that at all times you will keep us  indemnified against all actions, claims, demands, assessments, liability, costs and expenses  arising in respect of any allegation of employment.  

(b) You are responsible for any registration, completion of any forms and documentation and the  payment of any tax and national insurance contributions and any similar Government or properly  imposed liabilities which may be payable as a result of any payments made to you by us or via or  because of the Website. You will provide evidence of self-employed status or limited company  incorporation to us as we may request from time to time.  

4 SERVICES – HOW IT WORKS AND WHAT WE DO  

(1)(a) The Website is a venue, an Online Marketplace bringing together Gardeners and Buyers  who buy and sell unique Plants using our Website. On your behalf we will facilitate the display  of Plants for sale on the Website using any images and information you supply and offer it for  sale at a sale price agreed by you – please see clause 5 following. If you need any clarification  about this, please email Info@RaysPlantExchange.com  

(b) Although we are not a party to any sale and have no responsibility with regard to anything  which you offer, we reserve the right to monitor what is offered for sale on or via the Website.  This means that we can refuse any upload onto the Website or remove anything without notice  

7

which you offer for sale which we, in our sole discretion, deem not suitable for sale from or via  the Website  

(2) Plants will remain available for sale until either  

(a) A sale is made via the Website or  

(b) You provide us with notice of a change, or your account is in “holiday” mode in accordance  with Clause 3(6) above.  

(3)(a) You understand that once a Buyer has agreed to purchase Plants, we will prepare an  invoice on your behalf and that invoice will contain your details as the seller. Please see clause 3.  

(b)(i) From time to time a Buyer may ask to reserve Plants for a period of 30 days – please see  clause 4(4) of the Buyers' Terms and Conditions . It is entirely up to you whether you are  prepared to agree to this.  

(ii) Buyers pay a non-refundable 10% deposit to reserve the Plants and if the balance is not paid  when it is due (see clause 4(4)(b) of the Buyers' Terms and Conditionsthen the Plants will no  longer be reserved, may be offered for sale to someone else and you will receive a minimum of  5% of the deposit money paid. Payment will be made to you in accordance with clause 5  following except that payment will be made 28 days after the reservation period of 30 days has  expired.  

(4) Once Plants have been sold on the Website then you are legally bound to complete the sale,  and you agree to dispatch the order in the time set out in the terms and conditions.  

(5) You will receive payment from us only after we have received full and cleared payment from  the Buyer – please see clause 5 following.  

(6) We will try and solve any disagreements quickly and efficiently but the final decision in  relation to any Buyer dispute rests entirely with us.  

(7) If one of us fails in any important obligation under this agreement (a material breach) and  either:  

(a) it can’t be rectified (remedied); or,  

(b) it can be rectified (remedied) but this has not been done within 30 days of written notice of  the failure by the other party, then the party who hasn’t failed in any of their obligations can  immediately give written notice to the other to end the agreement between us.  

8

5 PAYMENT AND YOUR COMMISSION  

(1) When you use the Website to list Plants you agree to make a Commission payment for our  services (as a planning and booking tool) when you make a sale. Commission payments consist  of a fixed and agreed fee for each sale you make via the Website.  

(2) You will provide a sale price for each piece of Plants, taking into consideration the cost of  producing the work, your status, and packaging costs, payment provider costs, currency  exchange costs and any other factors you deem appropriate. All prices should be in US Dollars.  

(3)(a) There are no fees payable to merely display Plants on the Website unless you choose one  of our enhanced services, such as being featured on the Website home page –  see https://RaysPlantExchange.com .  

(b) However, if we offer a loyalty points program – details of the program can be found  here: Loyalty Program. Where you have accumulated sufficient loyalty points you can use these  as payment for all or some of the cost of our enhanced services such as featuring on the Website  home page. Please note that any refunds made to you for our enhanced services which have been  paid for by loyalty points will be made using loyalty points.  

(c)(i) In consideration for the sale of Plants to a Buyer, you agree that we process payment and  will deduct 35% of the total sale price and you will receive 65% of the total sale price. Please  also refer to clause 3(4)(h). This includes any VAT or sales taxes which may be payable. Please  also refer to information about our commission/payment to you.  

(ii) However, where a Buyer has paid a non-refundable 10% deposit which is not returned (see  clause 4 (3) above) then you will receive a minimum of 5% of the deposit money paid and we  deduct the balance as our Commission.  

(iii) Commission payments are in US Dollars as shown on our commission invoice to you. This  includes payment processing, admin, advertising and any VAT or sales taxes which may be due.  

(iv) Our Commission payments will be deducted by us automatically and our invoices will be  emailed to you as payment is due.  

(v) Payments from us to the Gardeners shall be a minimum of $100 US Dollars. If a sale doesn’t  total $100 US dollars, the money shall stay on account with us until such time as it exceeds $100  US Dollars or you close your account with us.  

(d) From time to time we may decide to provide offers on the Website of up to 15%. Where we  choose to do this it will affect the amount that is paid to you in that you will receive 65% less the  relevant discount. So, for example, if an item is usually US$100 but is discounted to US$85 then  you receive 65% of US$85.  

(e) No commissions shall be paid from Buyer paid postage and delivery costs.  9

Payment from us for Website sales  

(4)(a) We receive payment on your behalf from the third party payment provider deducting  (i) payment retained by the third party payment provider  

(ii) any commission payment due to us (see clause 5(3) above) and  

(iii) any charge-backs or any other payment issues or refund payments which may have been  incurred (see clause 7 below) and account to you for the balance.  

(b) Payments will be made to you by us raising an invoice/purchase order within 30 days of the  delivery date.  

(c) Payment will be made by us in US Dollars so you must take into account fluctuating rates of  currency exchange.  

(d) Where the amount which you are due to receive is less than the amount of refunds made then,  if we invoice you, you must pay the balance due to us within 7 days of our request for payment.  Otherwise, we will deduct the balance due from the next payment that is due to you.  

Late Payments to us  

(5)(a) Where any payment which is due to us from you is late (such as any Commission charges  or any refund we make on your behalf), or there are problems with it  

(b) We reserve the right to suspend or terminate your registration as an Gardener immediately  and without notice  

(c) You remain responsible for any payment due to us  

(d) We will charge you 15% interest for each month or part thereof that any invoice, or any part  of it, remains unpaid, until we receive full cleared payment. You are also liable for payment of all  fees associated with our recovery of sums due to us.  

6 DELIVERY  

(1) Unless agreed otherwise in writing with respect of any individual sale to a Buyer, you agree  to organise standard delivery to the Buyer within the following times;  

10

(a) Grown to Order - no later than 21 days from the date of the Order Confirmation.  

(b) Commissioned work - as agreed between you and the Buyer but no later than 21 days from  the date of the Order Confirmation  

Please note that you must advise us about any Grown to Order or Commissioned work which a  Buyer may agree with you directly using the “Contact the Gardner” facility available on the  Website  

(c) In stock - No later than 5 working days is the date of the Order Confirmation.  (d) You must inform us immediately should there be any delay in delivery.  

(2) Any contract regarding delivery is between you and the carrier you use for delivery. You are  responsible for rectifying any delivery problems such as damage and non-receipt. We will not be  liable nor compensate for any loss or damaged plants.  

(3) For every sale you are required to  

(a) Acknowledge each order by clicking the “acknowledge order” section in the Admin area of  your Website account and  

(b) Complete a “Dispatch” notification form which is located in the Admin area of your Website  account and provide the carrier name and tracking number. You should also provide the Buyer  with information about delivery times.  

(c) Please also refer to clause 3(4)(b) regarding your obligations for VAT, sales taxes, customs  and other duties.  

(4) Unless we agree otherwise in writing, all Plants sent must be fully insured against damages  and require a signature upon delivery.  

(5) All Plants must be  

(a) (i) Delivered to the Buyer, at the expense of the Buyer and arranged by the Gardener to the  address, as provided by the Buyer on the Order Confirmation. Delivery will be handled by a  third party vendor, processing fees and shipping fees will apply. The Buyer will get quotes on  costs and times from the website at time of order. The Gardener will provide information about  delivery times when they dispatch your Plants.  

(ii) Delivery times are estimates and not guaranteed. For example, our 48-hour delivery service  states that the Plants will be delivered within 2 business days, but this is not a guaranteed service  

(b) There will be an extra charge for other delivery services, and delivery to any address outside  the United States.  

11

(c) Packaged to a professional standard, be fully labelled, clear and concise and contain your  invoice/receipt and the certificate of authenticity.  

(d) Not contain any promotional material, business cards, letter headed paper, leaflets or  communication of any kind.  

Failure to comply may result in instant removal of your Plants and termination of our agreement.  (6)(a) We will contact you for a quote if a Buyer requests special delivery  

(b) No commission is payable on shipping charges and/or special delivery charges paid by the  Buyer.  

7 PROBLEMS WITH SALES , RETURNS / DAMAGES AND REFUNDS  

(1)(a) Any Plants damaged during transit must be collected by you/your carrier at your own  expense.  

(b) It is your responsibility to make a claim with the carrier for or any dispute or damage  

(c) You must offer the Buyer a replacement or full refund or and you will not receive any  payment of the percentage of the sale price due to you unless the Plants are replaced to the  Buyer’s satisfaction.  

(2) Plants which are returned for any reason will be sent directly to the address you have  provided to us.  

(3) Unless we agree otherwise, if the Buyer returns Plants for any reason other than it is faulty or  damaged, then it is returned at their own expense. We may either arrange a collection or advise  the Buyer about return.  

(4)(a) Where a Buyer has a problem with their order (including regarding payment and VAT any  other taxes or duties payable), makes a complaint or requests a refund then you agree to work  with them to resolve this, taking into account any legislation and within our terms and conditions  and policies.  

(b) If a Buyer contacts us regarding an issue with their sale, we will email you.  

(c) Where you do not or cannot resolve an issue to the Buyer’s satisfaction within 7 days of their  first contact with you and they contact us for assistance/resolution then you understand and agree  that any final decision rests entirely with us and is at our own discretion.  

(d) You agree to tell us by email to mail to: Info@RaysPlantExchange.comwithin 3 days of  receipt/decision  

12

(i) of any complaint or refund request made by any Buyer  

(ii) of your decision as to resolving any Buyer’s complaint or refund request and whether the  buyer has accepted your resolution  

(iii) when you agree to make a refund (in full or part) to a Buyer and, where relevant, provide  confirmation and evidence if/when you make a refund to a buyer. Only payment amounts made  for Plants through our Website can be refunded.  

(5)(a) You understand and agree that refunds made to buyers are entirely your responsibility and  that you are ultimately responsible for making any refund.  

(b) If you agree to make a refund (full or partial) to a Buyer then you must notify us within 2  working days of advising the Buyer that you intend to affect a refund, providing details of the  amount to be refunded taking into account any reimbursed postage/shipping and any additional  charges paid for by the Buyer in returning goods to you. This will enable us to help you to  comply with the relevant Buyer’s statutory rights.  

(6)(a) Otherwise, once a Buyer requests a refund, we will confer with you and help finalise  collection/ delivery of the Plants. To facilitate consumer rights (which mean Buyer can be  refunded once they provide proof of sending Plants back) collection is arranged for most Plants  delivered in the United States. Unless we agree otherwise, you will be responsible for the  organisation and cost of collection. We will discuss Plants which have not been delivered in the  United States directly.  

(b) Assuming that we hold the payment made by the Buyer in respect of the Plants (please see  clause 5 above) then we will make any refund directly to the Buyer using the same method of  payment which they used when paying for their order to comply with consumer’s rights.  

(c) However, you agree that at our discretion, where you have  

- failed to comply with your legal obligations or  

- failed to deal with a complaint to a Buyer’s satisfaction or  

- where payment for the relevant order has not yet been paid to you by us, we may deduct an  amount equivalent to such refund from any money whatsoever (from any order) which we hold  on your behalf and make payment of the refund to the Buyer on your behalf.  

(d) If, at our discretion, we agree to make a refund on your behalf  

(i) the amount of the refund will be deducted from any money that we hold on your behalf  

(ii) if we do not hold sufficient money for you, you agree to reimburse us within 7 days of our  written request to do so. This will contain full details regarding the amount due and why it is  payable.  

13

(iii) if payment is not received when it is due then please refer to clause 5(5), Late Payments to  us  

(iv) We reserve the right to deduct the commission fee as if the buyer had not been refunded  

(7) Refunds are made to Buyers using the same method of payment which they used when  paying for their order.  

8 CLOSING YOUR ACCOUNT  

(1)(a) As you will see from clause 5 of the Website User Terms and Conditionsyou may  terminate use of the Website without giving us prior notice  

(b) However, as an Gardener you can close your account with us by giving 10 days written  notice by email to info@RaysPlantExchange.com  

(c) When that notice takes effect  

(i) everything you upload will be deleted and  

(ii) you will still be responsible for fulfilling any outstanding obligations. So for example, you  must fulfil existing orders and deal with any complaints.  

(iii) you must pay any fees due to us and we refer you to clause 5(5) above of these Gardener  terms and conditions.  

(2) Once you give your notice any final payment to you will be made 60 days from the date that  your account is closed.  

9 CONFLICT OF INTEREST  

(a) You are free to provide Plants to other organizations or persons which do not place you in a  conflict of interest with us or our Buyers and which is not detrimental to the Website and/or our  business.  

(b) However, for the duration of this Agreement and for a period of 12 months thereafter, you  agree that without our prior written consent you will not:  

(i) sell directly to any Buyer nor contact any of our Buyers other than to fulfil your  obligations under these terms and conditions  

14

(ii) procure or carry out any services, including offering Plants for sale, similar to or  compatible with Plants and/or services we offer for the benefit of any Buyer  

(iii) introduce, directly or indirectly, any third party which results in provision of services the  same as our services or of a similar or associated nature to any Buyer.  

10 INDEMNITY  

You undertake to keep us indemnified and hold us harmless against all actions, claims, demands,  settlements, liability costs and expenses arising out of or in connection with any breach of these  terms and conditions.  

15