Terms and Conditions – Gloseg B2B Marketplace

Effective Date: 5 September 2025

1. Parties, Acceptance, and Scope

1.1. These Terms and Conditions ("Terms”) govern your access to and use of the Gloseg B2B Marketplace websites, applications, and related services (the "Service”).

1.2. The contract is formed between you and the Gloseg contracting entity identified in your account or order documentation. For users outside Ghana and Nigeria, the contracting entity is GLOSEG B2B LIMITED, 124 City Road, London EC1V 2NX, Company No. 15793182 (Companies House Record).

1.3. By creating an account, clicking "accept,” or using the Service, you agree to these Terms in full.

2. Business Eligibility and Accounts

2.1. The Service is intended exclusively for business use. By registering, you confirm you are an authorized representative of a business entity and at least 18 years of age.

2.2. You must provide accurate and up-to-date company and user information. We may request Know Your Customer (KYC), Anti-Money Laundering (AML), and sanctions compliance documentation. We reserve the right to refuse, suspend, or terminate accounts at our discretion to meet legal, compliance, or risk management requirements.

2.3. You are responsible for safeguarding your account credentials and all activities conducted through your account.

3. Marketplace Role and Model

3.1. Gloseg provides a platform for buyers and suppliers to discover, communicate, and transact. Unless explicitly stated in a particular order, Gloseg is not a contractual party to transactions between buyers and suppliers.

3.2. Payments may be processed via third-party payment providers (including Stripe and PayPal). Escrow or milestone services, where offered, will be subject to additional product-specific terms or order documentation.

3.3. Logistics integrations provide access to carrier rates, shipment creation, and parcel tracking via third-party carriers and brokers. All transport services are subject to the carrier’s own terms.

3.4. Trade assurance, inspection, or verification services (if offered) are supplemental and do not replace your obligation to conduct independent due diligence.

4. Listings and Content

4.1. You are responsible for ensuring all listings, catalogs, product specifications, certifications, and related materials are accurate, lawful, and complete.

4.2. Prohibited content and products include, without limitation:

• Illegal or counterfeit goods
• Stolen property
• Hazardous or restricted chemicals
• Firearms and regulated weapons
• Items subject to export controls or sanctions without proper authorization
• Goods infringing third-party intellectual property rights

4.3. By posting content, you grant Gloseg a worldwide, non-exclusive, royalty-free license to host, display, reproduce, and adapt such content solely as necessary to operate and promote the Service. You retain ownership of your trademarks and intellectual property.

4.4. Gloseg may suspend or remove listings that, in its reasonable opinion, violate these Terms or applicable laws.

5. Buyer–Supplier Transactions

5.1. Contractual terms including Incoterms, delivery schedules, warranties, acceptance, inspection, returns, and refunds are agreed directly between buyer and supplier, unless expressly stated otherwise.

5.2. In the absence of agreed Incoterms, the default will be FCA seller’s facility, Incoterms® 2020, unless specified otherwise in governing purchase documents.

5.3. Prices are exclusive of all taxes, duties, customs, and import fees unless expressly stated. Buyers are responsible for import clearance and associated costs.

5.4. Payment disputes and chargebacks are the responsibility of the contracting parties. Gloseg may charge administrative fees for disputes arising through its payment gateways.

6. Fees and Billing

6.1. Subscription, listing, transaction, or payment processing fees may apply, as outlined in the current Fee Schedule or relevant order forms.

6.2. Unless otherwise stated, invoices are payable upon receipt. Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.

6.3. Fees are non-refundable except as required by law or expressly stated.

7. Acceptable Use

7.1. You agree not to:

• Engage in unlawful, deceptive, or fraudulent activity
• Infringe intellectual property rights or misappropriate trade secrets
• Upload malicious code or interfere with the Service
• Attempt unauthorized access to accounts or data
• Facilitate sanctions evasion, bribery, or corruption
• Misrepresent your identity, qualifications, or certifications

8. Intellectual Property and Takedowns

8.1. The Service, including its software, branding, and design, is owned by Gloseg or its licensors.

8.2. If you believe content infringes your rights, notify ip@gloseg.com with sufficient details for assessment. Gloseg may remove or restrict access to disputed content pending review. Users must cooperate in good faith with infringement investigations.

9. Privacy

9.1. Personal data is processed in accordance with our Privacy Policy. By using the Service, you consent to these practices.

10. Confidentiality

10.1. Non-public information exchanged in relation to the Service must be protected with reasonable care and used only for its intended purpose, unless disclosure is required by law.

11. Compliance

11.1. You agree to comply with all applicable laws, including export controls, sanctions, anti-bribery, anti-corruption (e.g., UK Bribery Act, US FCPA), and modern slavery legislation where applicable.

11.2. You represent that neither you nor your beneficial owners are listed on any government sanctions registry.

12. Warranties and Disclaimers

12.1. Each party warrants it has the authority to enter into these Terms.

12.2. The Service is provided "as is” and "as available.” Gloseg does not guarantee the quality, safety, legality, or accuracy of products, listings, or counterparties.

12.3. Except as expressly stated, all warranties (including implied warranties of merchantability, fitness for purpose, and non-infringement) are disclaimed.

13. Limitation of Liability

13.1. To the fullest extent permitted by law, Gloseg shall not be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, revenues, goodwill, data, or business interruption.

13.2. Gloseg’s aggregate liability shall not exceed the fees paid by you for the Service in the 12 months preceding the claim.

13.3. Nothing herein excludes liability that cannot be excluded by applicable law.

14. Indemnification

14.1. You agree to indemnify and defend Gloseg, its affiliates, and personnel against any third-party claims arising from:

• Your products, listings, or content
• Your breach of these Terms
• Your violation of applicable law or third-party rights
• Disputes with counterparties

15. Term, Suspension, and Termination

15.1. These Terms take effect upon acceptance and remain in force until terminated.

15.2. Gloseg may suspend or terminate access immediately for breach, suspected fraud, non-payment, legal/regulatory risks, or repeated infringement.

15.3. Upon termination, you must cease all use of the Service. Upon written request, Gloseg will allow 30 days to export available records, unless restricted by law or third-party rights.

16. Governing Law and Dispute Resolution

16.1. Unless otherwise specified, these Terms are governed by the laws of England and Wales.

16.2. Any dispute shall be resolved by confidential arbitration under the LCIA Rules. Seat: London, UK. Language: English. Interim relief may be sought in competent courts.

16.3. For Ghana-based transactions with our Ghana affiliate, Ghanaian law may apply, with arbitration seated in Accra under ICC or Ghana ADR Centre rules.

16.4. Class actions are waived to the maximum extent permitted by law. Jury trial rights are also waived where applicable.

17. Notices

17.1. Notices may be provided by email to account administrators or via in-app messages. Legal notices to Gloseg should be sent to legal@gloseg.com with a copy to our registered office.

18. Assignment

18.1. You may not assign or transfer these Terms without Gloseg’s prior written consent. Gloseg may assign these Terms in connection with mergers, acquisitions, reorganizations, or sales of assets, with notice to you.

19. Force Majeure

19.1. Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, utility failures, internet outages, or government actions.

20. Publicity

20.1. Unless you opt out by emailing legal@gloseg.com, Gloseg may reference your company name and logo as a user of the Service.

21. Feedback

21.1. By submitting feedback or suggestions, you grant Gloseg a royalty-free, perpetual license to use them for Service improvements.

22. Entire Agreement

22.1. These Terms, together with the Privacy Policy, applicable Fee Schedules, product-specific terms, and order forms, constitute the entire agreement. In case of conflict: Order Forms > Product-Specific Terms > These Terms > Privacy Policy.

23. Severability and Interpretation

23.1. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to remain enforceable. The remaining provisions remain valid. Section headings are for reference only.

24. Relationship of the Parties

24.1. These Terms do not create a partnership, joint venture, employment, or agency relationship. You may not bind Gloseg to any obligations.

25. Modifications

25.1. We may update the Service or these Terms to reflect legal, regulatory, or operational changes. Material changes will be communicated by email and/or in-app notification. Continued use after the effective date constitutes acceptance of the revised Terms.