Accession Agreement to the INBULK.COM online platform — Spain

Localized version of the INBULK.COM Accession Agreement — Spain

INBULK.COM LLC, company registration code 46091188, incorporated and existing under the laws of Ukraine, represented by its Director, Oleksandr Romaniv, acting pursuant to the Charter and lawfully carrying out the operational management of the INBULK.COM online platform (the “Platform Operator”), of the one part, and a legal entity, entrepreneur or other business undertaking acting exclusively in connection with its business or professional activities, not acting as a consumer, and having acceded to this Agreement (the “Company User”), of the other part, together referred to as the “Parties”, are governed by this Accession Agreement (the “Agreement”). The Platform is intended exclusively for B2B use. This localized version applies to the relationship between the Platform Operator and Company Users in Spain.

1. General provisions and accession

1.1. This Agreement constitutes standard terms and conditions governing the framework terms for access to the Platform, electronic interaction between Users, the creation and Acceptance of Orders, the conclusion and performance of Businesses, the signing of Contracts, the formation of Service Orders and the use of other services that are actually available.

1.2. The Company User accedes to this Agreement by electronically signing the Joinder Statement through a duly authorized Signer. The Company User is not required to apply a signature to each page or to a duplicate full-text copy of this master Agreement. The Joinder Statement is set out in Appendix 1, expressly identifies this Agreement by version and control identifier or hash, incorporates its full text by reference and forms an integral part of the contractual package. For the purposes of incorporation of standard terms under Spanish Law 7/1998 on General Contracting Conditions (Ley 7/1998, sobre condiciones generales de la contratación), the version of this Agreement executed or approved by the Platform Operator and the Joinder Statement signed by the Company User shall together constitute the signed electronic contractual package. Before Signing, the Company User shall be expressly informed of the existence of the Agreement and shall be given a real opportunity to review its complete text and retain or reproduce a copy. The electronic signing method used must be legally sufficient for the relevant document and purpose under applicable law.

1.3. The Agreement is concluded upon completion of the Signing procedure for the Joinder Statement, validation of the electronic signing or confirmation method used and recording by the Platform of the signed Joinder Statement linked to the identified Operator-signed Agreement version. The Signing Evidence shall make it possible to identify the Company User, the Signer, the Signing Version, the Agreement version, the date and time of Signing and the result of the relevant signing event. Following Signing, the Platform shall make the contractual package and confirmation of the accession available to the Company User in a form that can be stored and reproduced and, where required by applicable law, shall provide confirmation of receipt of the acceptance through the agreed electronic channel.

Each version of this Agreement, including each new version, shall be executed once by the Platform Operator using an electronic signature legally sufficient for the relevant purpose under applicable law and shall be published or otherwise made available on the Platform in a manner that permits its version and integrity to be established. Execution of a version by the Platform Operator is a one-time act in respect of that version and does not require repeated countersignature by the Platform Operator for each Company User. For the purposes of the contractual package described in Clause 1.2, the Operator’s signature on the identified master version is linked to each Company User’s separately signed Joinder Statement by the Agreement version and control identifier or hash.

1.4. Prior to conclusion of the Agreement, a person may be granted limited access for registration, completion of a profile, uploading documents, undergoing Accreditation or Verification, creating drafts and familiarizing itself with the functionality. Such access does not confer the Right to Perform Legally Significant Actions.

1.5. Accession to this Agreement does not in itself constitute an Order, Counter Order, Business, Service Request, Service Order, Nomination, payment instruction or mandate and does not grant the Platform Operator, an Agent or any other person authority in relation to a specific transaction.

1.6. The Signer confirms that he or she has all necessary legal, corporate and representative authority to accede to the Agreement and that the Company User has obtained all necessary internal resolutions and approvals.

1.7. Before the relevant Signing, electronic copies of the Agreement, the Joinder Statement and the contractual documents expressly incorporated by reference shall be made available to the User in a form that permits storage and reproduction. To the extent required by Spanish Law 34/2002 on Information Society Services and Electronic Commerce (LSSI), the Platform shall also make available clear information on the electronic contracting steps, whether the contractual record will be archived and accessible, the means available to identify and correct data-entry errors and the language or languages in which the contract may be formalized. The Platform Operator shall retain the applicable versions and related acceptance and Signing records in a manner that makes it possible to reliably establish the content of the documents accepted by the Company User.

2. Definitions and rules of interpretation

2.1. For the purposes of this Agreement, the following terms shall have the meanings set out below:

• “Platform Operator” means INBULK.COM LLC, company registration code 46091188, which, pursuant to the relevant licence and within the scope of rights granted by the Platform Rights Holder, operates and administers the Platform, determines access rules, manages accounts and provides the technical and organizational capability for electronic interaction between Users.

In a specific transaction, the Platform Operator may additionally act as an Agent, service organizer, direct Service Provider or other party to the relevant legal relationship only where such role is expressly identified in the final terms of that transaction.

• “Platform” / “INBULK.COM Platform” means the software and technical environment comprising the website https://inbulk.com , the web application and User accounts available at https://app.inbulk.com , software modules, databases, integrations, APIs, and, where implemented and actually available, mobile applications and other digital services under the INBULK.COM brand.
• “INBULK Group” means the Platform Operator and other legal entities lawfully using the INBULK brand and expressly identified in the terms of a specific transaction or in other information made available to the User. Mere membership in the INBULK Group does not create joint and several liability. In each Business or Service Order involving an INBULK Group legal entity, that entity, its role, details and scope of liability shall be clearly identified.
• “Platform Rights Holder” means the person that owns or otherwise duly controls the proprietary intellectual property rights in the Platform software and has granted the Platform Operator the right to operate it.
• “Company User” means a legal entity, sole trader or other business undertaking incorporated or registered under the laws of the relevant state and registered on the Platform, on whose behalf identified natural persons — Authorized Users — act and may create, submit, confirm and approve Service Requests, Service Orders, Businesses, documents, notices and other electronic actions on the Platform.
• “Company Account” means the digital environment created for the User on the Platform in which its details, documents, settings, roles and access rights of Authorized Users are stored and in which actions and transactions performed by them are recorded.
• “Business Day” means a day other than a Saturday, Sunday or public holiday in Madrid, Spain for obligations arising directly between the Platform Operator and the Company User under this localized Agreement, unless the relevant Business, Contract, Service Order or Special Terms expressly specify another calendar for the particular obligation or transaction.
• “Accreditation” means the procedure for checking the Company User, its documents, the authority of its representatives and compliance with the user access requirements established by the Platform Rules, following which the Company User obtains access to the relevant Platform functions and services.
• “Verification” means the procedure for confirming the identity of an Authorized User, the accuracy of the information provided by that person and, where necessary, that person’s authority to act on behalf of the Company User.
• “Accreditation Status” means an informational designation of the status of the review of the Company User, its documents, data or specific characteristics, displayed on the Platform based on the review carried out by the Platform Operator.
• “Authorized User” means an identified natural person, including a director, Signer, manager, trader, logistics specialist, accountant, dispatcher, other employee or representative, who has been added by the Company User to its Company Account and has been assigned a defined role, access rights and Rights to Perform Legally Significant Actions.
• “Rights to Perform Legally Significant Actions” means the scope of rights granted by the Company User on the Platform to an Authorized User to perform specific Legally Significant Actions on behalf of the Company User, including subject to limits by amount, quantity of goods, type of transaction, period or the requirement for additional approval by another authorized person. Rights to Perform Legally Significant Actions may be granted only to an Authorized User who has confirmed that he or she has reviewed this Agreement, the Privacy Policy and the Platform Rules and has undertaken to comply with them.
• “Legally Significant Action” means an action performed by an Authorized User on behalf of the Company User that creates, changes or terminates rights or obligations of the Company User. Such actions include, in particular: publication or direct transmission of an Order or Counter Order, submission of a Service Request, Acceptance, requesting and confirming changes to terms, confirming a payment, changing bank details or company information, granting rights to other users, signing electronic documents, submitting a Bid and activating Auto-Bidding in an Auction.
• “Signer” means a natural person who performs the actions required to apply an Electronic Signature, in his or her own name or on behalf of the Company User within the scope of duly established authority evidenced by applicable law, constitutional documents, information from an official register, a resolution or minutes of an authorized corporate body, a power of attorney or another appropriate document.
• “Order” means a structured communication created by a User on the Platform expressing an intention to buy or sell goods or services on specified commercial terms within a specified period. An Order may be Indicative or Firm. Publication or transmission of an Order creates legally binding consequences only where the Order has “Firm” status. An Order may be published on the Platform or sent directly to a specific User as a “Direct Order”.
• “Counter Order” means an irrevocable offer by a User to enter into a Business on amended terms, sent in response to an Order or another Counter Order.
• “Indicative Order” / “Soft” means an Order status used where an Order is published or sent to a specific User to test demand or supply, obtain commercial proposals and conduct negotiations. An Indicative Order does not create legally binding consequences and may be amended or withdrawn before the parties agree the final terms and, by itself, does not create an obligation to enter into a Business.
• “Firm Order” / “Firm” means the status of an Order or Counter Order that contains sufficiently definite terms of a proposed transaction and confirms the User’s intention to perform that transaction if the Order is fully and unconditionally Accepted by the other party. It remains valid for the period specified by the User. During that period, the User may not amend or withdraw the Order.
• “Auction” means an electronic competitive procedure for the submission and evaluation of Bids in accordance with the rules of the relevant Auction. Before the Auction begins, all participants shall be shown its type, whether Bids are binding, the method for determining the winner, any withdrawal rights, the consequences of a technical failure and the precise point at which legal obligations arise.
• “Bid” means an electronic commercial offer submitted by an Auction participant that is legally binding and irrevocable for its period of validity in accordance with the Auction rules. Submission of a Bid is a Legally Significant Action and confirms the participant’s intention to be bound by its terms if accepted in accordance with the Auction rules.
• “Auto-Bidding” means an Auction function that enables the Platform automatically to increase or decrease the price on behalf of the User without the User having to submit each subsequent Bid manually. Before activation, the User sets a limit price and bid increment. The Platform automatically submits Bids within the specified limit depending on the Auction type and stops submitting Bids once the limit price is reached or the Auction ends.
• “Tender” means a competitive request created by a User on the Platform for the purchase or sale of goods or provision of services, under which other Users may submit proposals on specified terms. The User that created the Tender selects the winner in accordance with the terms and criteria it has defined. The legal consequences of that selection are determined by the terms of the relevant Tender and displayed to Users before proposals are submitted.
• “Business” means a transaction between Users concluded following Acceptance of a Firm Order or Counter Order and formed electronically on the INBULK Platform. It contains the commercial terms agreed by the parties and creates for them a legal obligation to sign the corresponding Contract on those terms and duly perform the Business. A Business is concluded when Acceptance is recorded by the Platform in accordance with Clause 7.5.
• “Business Confirmation” means an electronic notice generated by the Platform confirming that a Business has been concluded and recording its principal agreed terms. The Business Confirmation is displayed on the Platform and sent to the email addresses of the parties to the Business.
• “Contract” means a contract generated on the Platform on the basis of a concluded Business and the terms agreed by the parties, which may be based on applicable GAFTA, FOSFA forms and rules or another expressly specified standard and is signed by the parties using an Electronic Signature.
• “Incoterms” means the International Chamber of Commerce rules on delivery terms. Incoterms® 2020 shall apply by default. The selected term, agreed place, port or other specific point of delivery and the applicable edition of the rules shall be specified in the final terms of the Business.
• “Service Request” means a structured request created and submitted by a User on the Platform for the arrangement or provision of agency, logistics, survey, inspection, laboratory, insurance, fumigation, customs brokerage, information, financial or other services available on the Platform. Submission of a Service Request is a Legally Significant Action by which the User specifies the service parameters, the mode for forming a Service Order, the criteria or a specific Service Provider and, at the User’s option, whether final confirmation is required. If the Service Request does not indicate that final confirmation by the User is required, it permits a Service Order to be formed without repeated confirmation by the User, within the parameters specified in the Service Request, once it is accepted by the Service Provider or an automated service. Naming a specific Service Provider confirms the addressed and specific nature of the User’s intention; an express indication that final confirmation is required shall prevail.
• “Service Request Acceptance Confirmation” means an electronic document or system record generated by the Platform recording acceptance of the Service Request by the Service Provider and formation of the Service Order in accordance with the mode selected by the User. If the Service Request did not require final confirmation by the User, the Confirmation records a Service Order that has already been formed and does not require further Acceptance. If final confirmation was required, the Confirmation displays the Service Provider’s final terms, and the Service Order arises only upon a separate Acceptance by the User.
• “Service Order” means a transaction for the provision of a specific agency, logistics, carriage, freight forwarding, survey, laboratory, fumigation, insurance, financial or other service formed through the Platform: (1) without repeated confirmation by the User after a Service Provider accepts a Service Request within its specified parameters, where the Service Request did not require final confirmation; (2) after the User Accepts the final terms where such confirmation was expressly required by the Service Request or the proposed terms exceed its parameters; or (3) under another expressly displayed scenario agreed by the User before performing the relevant Legally Significant Action. A Service Order must identify the Service Provider, subject matter and scope of the service, the price or method of determining it, time limits, payment procedure, applicable documents, amendment and cancellation terms and other material terms. Rights and obligations under a Service Order arise when the Platform records the event that, pursuant to Section 8 of this Agreement, forms the Service Order.
• “Special Terms” means rules, tariffs and other terms of a particular service or type of service governing its provision, payment, amendment, cancellation, documentation and liability, made available to the User before the Legally Significant Action that forms a Service Order and identified by name, number, date, version, control identifier or hash.
• “Service Performance Mode” means the mode selected by the User in a Service Request: (1) with additional performance security, where the Service Order provides for one or more available insurance, escrow, Performance Security, documentary settlement or other agreed instruments; or (2) without additional performance security. Any description of the first mode as “guaranteed” in the interface means only that the specified instruments have been selected and does not constitute a guarantee of performance by the Platform Operator or INBULK.
• “Acceptance” means the final and unconditional Legally Significant Action by which an Authorized User fully accepts a specific Firm Order, Counter Order, final terms of a Service Request where separate confirmation is required, or a proposed amendment to the terms of a Business or Service Order. Following Acceptance and its recording by the Platform, the relevant Business or Service Order shall be considered concluded and shall create rights and obligations for its parties, subject, in the case of a Business, to Clause 7.5. A Service Order may also be formed without repeated Acceptance by the User in the cases and within the limits expressly set out in the Service Request and Section 8 of this Agreement.
• “Nomination” means the User’s designation, within a Business, of a specific carrier, freight forwarder, terminal, elevator, surveyor, laboratory, insurer or other contractor with whom the User independently enters into a separate performance contract. A Nomination is not a Service Order through the INBULK Platform and does not make the Platform Operator a party to the relationship between the User and the nominated contractor.
• “Service Provider” means the Platform Operator, another User or a Third-Party Provider that undertakes to provide the ordered service on the terms specified in the Service Order. The Service Provider must be expressly identified in the final terms of the Service Order.
• “Agent” means the Platform Operator or another specific INBULK Group legal entity expressly identified in the terms of the relevant Service Order which, for remuneration and within the authority granted to it, performs specified factual and/or legal acts on behalf and for the account of the User. The Agent’s name, registration details, scope of authority and remuneration are displayed to the User before submission of a Service Request that permits automatic formation of a Service Order or before another Legally Significant Action that forms a Service Order. Such services may include, in particular, finding a Buyer, Seller, Service Provider, Financing Partner or service company, as well as arranging or coordinating the performance of Businesses and Service Orders without assuming an obligation to provide the underlying principal service directly, unless otherwise expressly stated in the terms of the Service Order.
• “AI Assistant” means a functional module of the Platform that uses artificial intelligence technologies to generate informational responses, explanations and analytical materials and to prepare drafts of Orders, Service Requests and other documents or actions based on User prompts. Materials generated by the AI Assistant do not in themselves constitute Legally Significant Actions and acquire legal significance only after separate review and confirmation by the User.
• “Settlement Support Services” means the Escrow Settlement Service, Performance Security Service, Documentary Settlement Service and Insurance Support Service.

Each Settlement Support Service is an information technology service of the Platform. The Platform does not receive, hold or transfer Users’ funds and does not acquire any right to dispose of them; is not a party to agreements entered into by Users with an Escrow Agent, Security Issuer, Issuing Bank or Insurer; does not determine whether a Business has been performed or breached; does not submit demands, applications or document presentations on behalf of Users; and does not provide regulated financial, payment or insurance services or financial or insurance intermediation services without the necessary legal status and a separate contractual model. This provision does not restrict ordinary agency, organizational, informational or technology services expressly documented in the relevant Service Order.

The Platform’s generation of draft documents from templates does not constitute legal services, legal advice or confirmation that a claim or request is well-founded. Use of any Settlement Support Service is not a mandatory condition for entering into or performing a Business.

• “Escrow Agent” means a bank or other person authorized under the law applicable to it to open and service escrow accounts (an “Escrow Account”) or another functionally equivalent conditional settlement instrument under an agreement with the Parties to a Business (an “Escrow Agreement”). The Platform is not a party to the Escrow Agreement.
• “Release Conditions” means the grounds, agreed by the Parties to the Business and recorded on the Platform, for transferring funds from the Escrow Account to the beneficiary, together with the documents and confirmations evidencing satisfaction of such grounds (“Trigger Documents”), such as a bill of lading, survey report, acceptance certificate, customs declaration, party confirmation or similar document. The Release Conditions are binding on the Escrow Agent only to the extent incorporated into the Escrow Agreement.
• “Escrow Settlement Service” means a Platform service that provides the Parties to a Business with the technical capability to initiate the opening of an Escrow Account, agree and record the Release Conditions, generate and transmit Trigger Documents and notices to the Escrow Agent and track settlement statuses. The Platform is not the holder of the Escrow Account, a beneficiary or the Escrow Agent. Funds are transferred exclusively by the Escrow Agent; generation or transmission of documents and notices by the Platform does not constitute an instruction to dispose of funds and does not oblige the Escrow Agent to make a transfer.
• “Performance Security” means an instrument provided by one Party to a Business in favour of the other Party to secure performance of its obligations under the Business, in the form specified in the Business or Service Order before Acceptance. Permitted forms include: a Seller’s Performance Bond securing delivery of the goods, their quantity, quality and timing; a Buyer’s Payment Guarantee securing payment for the goods; a Buyer’s Performance Bond securing the Buyer’s non-monetary obligations, including nomination of the means of transport, acceptance of the goods and provision of instructions; a standby letter of credit (SBLC); funds in an Escrow Account; a security deposit; and other forms expressly agreed by the Parties.
• “Seller’s Performance Bond” means Performance Security provided by the Seller in favour of the Buyer securing the Seller’s obligations under the Business regarding delivery of the goods, their quantity, quality and timing.
• “Buyer’s Performance Bond” means Performance Security provided by the Buyer in favour of the Seller securing the Buyer’s monetary and non-monetary obligations under the Business, including nomination of the means of transport, acceptance of the goods and provision of instructions.
• “Security Issuer” means a bank, other financial institution or insurance undertaking that issues the Performance Security in accordance with the law applicable to it. No Security Issuer is identified in respect of a security deposit, while in respect of funds in an Escrow Account the relevant functions are performed by the Escrow Agent.
• “Security Terms” means the terms agreed by the Parties and recorded in the Firm Order, Counter Order, Business or Service Order before Acceptance of the relevant terms, including: the form of Performance Security, its amount or method of calculation, requirements applicable to the Security Issuer, time limit for provision and term of validity, applicable rules (including URDG 758, ISP98 and UCP 600), the nature of any demand, whether partial or repeated demands are permitted, the procedure for reducing the amount of the Security following partial performance and the grounds for termination of the Security.
• “Demand under the Security” means a demand by the beneficiary to the Security Issuer for payment under the Performance Security, submitted by the beneficiary independently in accordance with the terms of the Performance Security and the applicable rules.
• “Performance Security Service” means a Platform service providing the Parties to a Business with the technical capability to agree and record the Security Terms, upload and store Performance Security documents, monitor the time limits for its provision and validity, receive notices and generate draft documents from Platform templates for submission to the Security Issuer. The Platform is not a Security Issuer, guarantor, surety, counter-guarantor, beneficiary or party to the Performance Security; does not issue or confirm Performance Security; does not verify its validity or the legal capacity of the Security Issuer; does not reduce or terminate the Security; does not determine the extent to which secured obligations have been duly performed; and does not assess whether the amount claimed in a Demand under the Security is justified.
• “Letter of Credit (LC)” means an irrevocable undertaking by the bank opening the Letter of Credit (the “Issuing Bank”) to make payment in favour of the Party for whose benefit it is opened (the “Beneficiary”) against presentation of documents complying with the Letter of Credit Terms, independently of the legal relationship under the Business. A Letter of Credit is opened at the request of the other Party to the Business (the “Applicant”) and may be advised, confirmed or honoured by other banks in accordance with the Letter of Credit Terms and applicable rules. A Letter of Credit may be: documentary (“DLC”), as a settlement method under the Business whereby payment is made against documents evidencing delivery of the goods in accordance with UCP 600; or standby (“SBLC”), as a form of Performance Security whereby payment is made against documents evidencing non-performance of secured obligations in accordance with ISP98 or UCP 600.
• “Letter of Credit Terms” means the terms agreed by the Parties and recorded in the Firm Order, Counter Order, Business or Service Order before Acceptance of the relevant terms, including: the type of Letter of Credit, applicable rules (UCP 600, eUCP, ISP98), amount, currency, expiry, place of presentation, requirements applicable to the Issuing Bank and whether confirmation is required, the list of and requirements for documents, shipment and presentation periods, whether partial shipments and partial drawings are permitted, and the allocation of bank charges.
• “Presentation” means the documents submitted by the Beneficiary in accordance with the Letter of Credit Terms in order to obtain payment. Any failure of the Presentation to comply with the Letter of Credit Terms or applicable rules, as determined by the bank examining the documents, constitutes “Discrepancies”.
• “Documentary Settlement Service” means a Platform service providing the Parties to a Business with the technical capability to agree and record the Letter of Credit Terms, generate drafts of applications for issuance of a Letter of Credit and related documents, upload and store related documents, monitor shipment, presentation and expiry periods and receive notices. The Platform is not the Issuing Bank, advising bank, confirming bank or nominated bank; does not issue, advise, confirm or honour a Letter of Credit; does not submit a Presentation; does not examine documents for compliance with the Letter of Credit Terms within the meaning of the applicable rules; does not determine Discrepancies; and does not decide whether payment is to be made or refused.
• “Insurance Support Service” means a Platform service providing the User with the technical capability to record Insurance Terms in relation to a Business or Service Order, upload and store insurance contracts, policies, certificates and related documents, monitor coverage parameters and time limits for notifying the Insurer and submitting a Claim, receive notices and generate draft documents from Platform templates for submission to the Insurer, carrier or freight forwarder. The Platform is not an Insurer, insurance intermediary, agent, broker or loss adjuster; does not carry on insurance business; does not enter into insurance contracts or issue policies or certificates; does not assess insurance risks; does not determine coverage parameters or their adequacy; does not determine whether an insured event has occurred; does not submit a Claim; does not decide on insurance indemnity; and does not guarantee that any insurance payment will be made.
• “Insurer” means an insurance undertaking, export credit agency, mutual insurance club or other insurer authorized to carry out the relevant type of insurance under the law applicable to it.
• “Insured” means the User or another person that enters into an insurance contract with the Insurer in respect of its own insurable interest relating to a Business or Service Order. The right to receive indemnity may be granted to another person, including a bank or Financing Partner to whom such right has been assigned (the “Loss Payee”). A request by the Insured or Loss Payee to the Insurer for payment of insurance indemnity (a “Claim”) is submitted independently by that person in accordance with the insurance contract.
• “Insurance Terms” means the terms agreed by the Parties and recorded in the Firm Order, Counter Order, Business or Service Order before Acceptance of the relevant terms, including: type of insurance, the person responsible for arranging it, requirements applicable to the Insurer, scope of coverage and insured risks, deductible, Loss Payee, time limits for notifying the Insurer and submitting a Claim, and limitations and exclusions from coverage. Depending on the type of insurance, the Insurance Terms may also specify the credit limit, indemnity percentage, waiting period, Sum Insured and Coverage Period.
• “Trade Credit Insurance” means insurance of the Insured’s financial interest against the risk of its counterparty failing to perform monetary obligations under a Business.
• “Cargo Insurance” means insurance of the Insured’s financial interest against the risk of loss, shortage or damage to goods during carriage, transshipment, storage and other operations within the Coverage Period, under an insurance contract, policy or certificate (a “Cargo Insurance Policy”). The scope of cover is determined by the applicable clauses, including Institute Cargo Clauses (A), (B) or (C), Institute War Clauses and Institute Strikes Clauses. Unless otherwise specified in the Insurance Terms, the Sum Insured shall be the value of the goods under the Business plus freight, other costs and the percentage agreed by the Parties.
• “Carrier or Freight Forwarder Liability Insurance” means insurance of the financial interest of a carrier, freight forwarder or other logistics service provider in respect of its liability to a customer or third parties. Such insurance operates within the scope of the relevant person’s liability and the limitations established by the contract of carriage and the rules applicable to the relevant mode of transport (including the CMR Convention, Hague-Visby Rules, Montreal Convention, SMGS/CIM rules, and legislation governing inland-waterway carriage) and is not Cargo Insurance.
• “General Average” means extraordinary expenditure or sacrifice intentionally and reasonably incurred for the common safety of the vessel, cargo and freight and apportioned among the participants in the maritime adventure in accordance with applicable rules, including the York-Antwerp Rules. General Average contributions are covered by insurance only to the extent provided in the Insurance Terms.
• “Subrogation” means the right of an Insurer that has made an indemnity payment to seek recovery from the person responsible for the insured event up to the amount paid. Users must refrain from acts that prejudice such right, including waiving claims against a carrier without the Insurer’s consent.
• “Electronic Document” means a document in which information is recorded in electronic form together with mandatory attributes, including an Electronic Signature where required for the relevant type of document.
• “Electronic Signature” means electronic data attached to or logically associated with an Electronic Document and used by a Signer to sign. Available levels, technical implementation and rules of use are set out in the Electronic Signature Policy.
• “Authentication” means confirmation, by means of the Platform, that a person is the person that he or she claims to be.
• “Signing” means the sequence of actions on the Platform comprising: making the final version of the Electronic Document available to the Signer for review, Authentication, confirmation by the Signer of the intention to be bound by the terms of the document, and application of the Electronic Signature. The time of Signing is the time at which completion of this procedure is recorded by the Platform using server time (UTC).
• “Signing Evidence” means the data generated and retained by the Platform in relation to each Signing, including: the cryptographic digest (hash) of the document, identifiers of the Signer and User, the Authentication method, the verbatim text of the intention confirmation, IP address and access-device information, date and time of system events (UTC), electronic timestamp where applied, and system-event identifiers. On the basis of such data, the Platform generates a Signing Record available to the User for download.
• “Signing Operator” means the Platform Operator or a Third-Party Provider engaged by it that organizes the technical Signing process and generation of the Signing Evidence. The relevant actions are performed through the Platform and/or an integrated service.
• “Electronic Signature Provider” means a person engaged by the Platform Operator to support Signing and providing services for creating, applying or validating an Electronic Signature, electronically identifying the Signer, providing electronic timestamps, handling certificates and other related services. Services that under applicable law require a specific status as a trust service provider shall be provided only by a person holding such status. The Platform Operator may perform technical functions that do not require such status but shall not describe itself as a provider of a qualified trust service without a proper legal basis.
• “Electronic Signature Policy” means the document published on the Platform setting out Electronic Signature levels, Authentication requirements, application of levels to types of documents and actions, engaged Providers, the composition and retention periods of Signing Evidence and jurisdiction-specific features.

2.2. In this Agreement, the term “User” in definitions, function names and operational provisions means the Company User unless the context clearly requires otherwise. “Parties”, without further qualification, means the Platform Operator and the Company User; “Parties to a Business” means the Users between whom the relevant Business has been concluded. The singular includes the plural and vice versa where consistent with the context. Short forms have the same meaning as their corresponding full defined terms.

2.3. Headings, translations and language equivalents are used for convenience. The legally controlling text for the relevant Company User is the Signing Version identified in the Joinder Statement in accordance with Clause 15.9. Any other-language translation is informational only unless expressly identified as the Signing Version. Statutory terms and references shall have the meaning assigned to them by the applicable law.

3. Subject matter of the Agreement, status of the Platform and legal basis for its use

3.1. The Platform Operator grants the Company User access to the Platform and the ability to use functions that are actually available in accordance with this Agreement, the applicable Rules, the Accreditation Status, the Rights to Perform Legally Significant Actions, tariffs and accepted terms of the relevant transaction.

3.2. Functionality may include the creation and processing of Orders, Counter Orders, Auctions, Tenders, Businesses, Contracts, Service Requests, Service Orders, Nominations, electronic documents, Settlement Support Services, services for searching for, arranging and supporting financing, analytical services and other services available on the Platform.

3.3. Reference to a function or definition in this Agreement does not mean that the function has already been launched in the User’s region. The relevant provisions apply only once the function or service is actually available, the applicable terms have been displayed to the User and the User has performed the required Legally Significant Action.

3.4. The Platform is a software and technical environment and is not a legal person. Only a specific person expressly identified in the relevant document may be a party to the Agreement, a Business, a Contract, a Service Order or another legal relationship.

3.5. The Platform Operator does not become a buyer, seller, Service Provider, Agent, commission agent, freight forwarder, insurer, bank, payment service provider or other party merely by providing technical functionality.

3.6. The Platform Operator operates the Platform pursuant to a valid licence agreement and/or other proper rights granted by the Platform Rights Holder. The number and date of such licence agreement are not material terms of this Agreement and are not included herein; evidence of the legal basis is retained by the Operator in its corporate and IP records and may be provided in connection with a reasonable due diligence request subject to confidentiality.

3.7. The Platform Operator applies reasonable organizational and technical measures to operate the Platform but does not guarantee absolute continuity, uninterrupted availability, or the absence of maintenance, updates or failures of Third-Party Providers.

4. Contractual documents, applicable Rules and order of precedence

4.1. The relationship between the Platform Operator and the Company User is governed by this Agreement, the Joinder Statement, the applicable Platform Rules, tariffs, accepted terms of specific services and the Operational Policies referred to in Clause 4.4 within their stated scope.

The current versions of the documents governing use of the Platform are available at the following addresses:

INBULK.COM Platform Rules — https://help.inbulk.com/terms ;

Platform Policies — https://help.inbulk.com/policies 

The version of the relevant document applicable to a specific User or transaction shall be determined by its version, date, control identifier or other information recorded by the Platform before the relevant Legally Significant Action is performed.

4.2. The Platform Rules govern the operational, procedural, technical and organizational aspects of use of the Platform, as well as other matters expressly assigned to them by this Agreement. They apply to the extent not inconsistent with this Agreement, mandatory law or the accepted terms of the relevant transaction. In the event of any conflict, including a difference in definitions, the timing or legal effect of an action, roles, rights, obligations or liability, this Agreement shall prevail in the relationship between the Platform Operator and the Company User.

4.3. If any provision of the Platform Rules conflicts with this Agreement or establishes a different regime for the same relationship, the provisions of this Agreement shall apply.

In particular, the Platform Rules shall not apply to the extent that they establish a different procedure for accession to this Agreement, acceptance of a new version, conclusion, amendment or termination of a Business or Service Order, or different rights, obligations or liabilities of the parties.

4.4. Operational Policies expressly referred to by this Agreement, the Platform Rules, applicable Special Terms or the interface before the relevant Legally Significant Action apply only within their stated scope and at a level subordinate to this Agreement and the accepted terms of the relevant transaction. Such Operational Policies may regulate procedures, technical requirements, evidence, Accreditation, Verification, Electronic Signing, information security, use of AI functions and other operational matters, but may not by themselves amend this Agreement or a Business, Contract or Service Order already concluded. The Privacy Policy, Cookie Policy and other privacy or transparency notices are separate informational notices. Reviewing, receiving or acknowledging such notices does not by itself constitute consent where applicable law requires a separate legal basis or separate consent.

4.5. The documents of a specific Business or Service Order govern the rights and obligations only of the persons expressly identified in them as parties or participants. Generation, signing or storage of a document on the Platform does not in itself make the Platform Operator a party to the transaction.

4.6. The following order of precedence applies to a specific trading transaction: (1) a later bilateral amendment expressly identifying the term being amended; (2) the Contract, to the extent signed by all parties and expressly containing an amendment or supplement agreed after conclusion of the Business; (3) the Accepted Firm Order or Counter Order together with the Business Confirmation; (4) expressly incorporated standard rules; (5) the rules of the relevant Auction or Tender; (6) this Agreement; and (7) the Platform Rules. A Contract that merely reproduces the Business does not prevail over the Accepted Order in the event of a technical or textual discrepancy. Any change to a commercial term in the Contract must be expressly agreed by both parties as an amendment to the Business.

4.7. For a Service Order, the following order of precedence applies: (1) a later bilateral amendment; (2) the final terms of the Service Order formed in accordance with the Service Request mode or Accepted by the User; (3) the accepted Special Terms of the relevant service; (4) this Agreement; and (5) the Platform Rules.

4.8. A lower-ranking document does not amend a higher-ranking document unless the relevant parties expressly agree such amendment. A new web version of a document does not amend a transaction formed under a previously recorded version.

4.9. Any Platform Rules, Special Terms, standard form terms or other standard contractual provisions intended to form part of the relationship with a Company User in Spain shall be incorporated only to the extent that, before the relevant Legally Significant Action, they were clearly identified and made available in a form that the User could review, store and reproduce, and the User had a real opportunity to know their complete content. Any term that, under mandatory Spanish law, is not incorporated because it was not properly disclosed, was not effectively accepted where acceptance is required, or is illegible, ambiguous, obscure or incomprehensible shall not apply to the extent required by law. The invalidity or non-incorporation of such a term does not by itself affect the remaining provisions, subject to mandatory law.

5. Accreditation, Verification, Company Account and rights of Authorized Users

5.1. Accreditation is carried out in respect of the Company User, its documents, representatives and compliance with access requirements. Verification is carried out in respect of a specific Authorized User. These procedures have separate statuses and do not replace one another.

5.2. The Operator may verify registration, corporate, sanctions, reputational and other information, request additional documents and repeat Accreditation or Verification where information has changed or a risk has arisen.

5.3. Accreditation Status reflects only the result of the scope of checks carried out as at the relevant date. It is not a guarantee of solvency, good faith, availability of goods, quality of services or future performance.

5.4. Each User independently verifies its counterparty, Service Provider and Financing Partner and the commercial appropriateness of the transaction, and assesses legal, credit, sanctions, tax, foreign-exchange, logistics and other risks. Accreditation Status, rating, scoring, verification result, selection of a Service Performance Mode or use of additional security does not relieve the User of its own due diligence and does not constitute a guarantee of performance.

5.5. Until Accreditation, Verification or review of additionally requested documents has been completed, the Operator may temporarily restrict those functions or Legally Significant Actions whose risk cannot be properly assessed before completion of the relevant review.

5.6. The Company User shall provide complete, accurate and up-to-date information and notify any change without undue delay and in any event no later than three Business Days, unless another period is prescribed by law or the terms of the transaction.

5.7. Only Authorized Users added to the Company User’s Company Account may act on its behalf.

5.8. A technical role or a right to view, create or edit data does not confer the Right to Perform Legally Significant Actions. Such Rights are granted separately and may be subject to limits by type of action, amount, quantity, counterparty, period and requirement for additional approval.

5.9. The Company User independently verifies a person’s corporate, office-holding, constitutional, delegated and other authority, obtains internal approvals, configures Rights correctly and revokes them in a timely manner.

5.10. A Legally Significant Action may be performed only where the required Right exists, the applicable limit is observed, any required additional approval has been obtained and the required Authentication or Signing has been completed.

5.11. Actions of an Authorized User performed within the Rights displayed on the Platform are deemed actions of the Company User. Internal restrictions that are not reflected on the Platform and were not communicated to the other party before the action may not be asserted against a good-faith party except where provided by law.

5.12. Each Authorized User shall use only his or her own access credentials, Authentication means and Electronic Signature. Transfer of a login, password, OTP, private key or other access credential is prohibited.

5.13. If authority terminates, an Authorized User leaves the Company User, or access credentials are lost or compromised, the Company User shall immediately revoke the relevant Rights and notify the Operator. Following notification, the Operator may temporarily restrict access and related actions until the circumstances are clarified.

5.14. Until Rights are actually revoked or the Operator receives proper notice of loss or compromise of access credentials, actions performed using valid Authentication means and within the displayed Rights shall be deemed actions of the Company User unless the Operator knew, or in the circumstances ought to have known, of unauthorized access. This does not release the Operator from liability for its own culpable delay in applying an available block after receipt of proper notice and expiry of the objectively necessary time required to take the relevant measures.

6. Electronic documents, Signing and Legally Significant Actions

6.1. Electronic form is the primary form of interaction on the Platform. An Electronic Document signed in an appropriate manner has legal effect and constitutes an original where provided by law.

6.2. A Legally Significant Action must be separate and unambiguous and may be performed only after the final terms, the Company User on whose behalf the person acts, the applicable documents and the specific legal consequences have been displayed.

6.3. Viewing a page, navigation, creating a draft, uploading a file, receiving a system notification or another technical action does not constitute Acceptance, Signing, conclusion of a Business or formation of a Service Order unless the contrary is expressly and unambiguously stated before that action is performed. Submission of a Service Request is a Legally Significant Action to the extent of the consequences expressly specified in Section 8 and displayed to the User before submission.

6.4. For the Joinder Statement and for other documents and Legally Significant Actions, the Platform shall use the level of Electronic Signature, Authentication or other confirmation method permitted by applicable law and appropriate to the relevant jurisdiction, document, legal effect and level of risk. For Company Users in Spain, electronic signing shall comply with Regulation (EU) No 910/2014 (eIDAS), Spanish Law 6/2020 on certain aspects of electronic trust services and, where applicable, the electronic-contracting requirements of the LSSI. Where written form, signature by each party, a qualified electronic signature or another specified level of assurance is required, that requirement shall be met. The Platform shall accurately describe the signing method actually used and shall not present a non-qualified method as a qualified electronic signature or qualified trust service.

6.5. No specific Electronic Signature Provider is designated by this Agreement. Signing shall be carried out through a provider or service available on the Platform for the relevant scenario and permitted by applicable law. The Platform shall not be described as a provider of a qualified trust service merely because of a technical integration unless it has the status required by applicable law.

6.6. An Electronic Signature evidences the Signer’s expression of intent and connection with the document within the scope of the signature method used, but does not by itself establish corporate authority, absence of internal limits, title to dispose of goods or funds, or ownership of a bank account.

6.7. The Platform generates Signing Evidence and system records to the extent provided for the relevant scenario, including information concerning the document version, Signer, Company User, Authentication method, date and time, transaction result and event identifier. System logs, records of Rights, document versions and related electronic evidence may be used in a dispute together with other admissible evidence to establish the person, content, time and result of an action.

6.8. A negative, indeterminate or incomplete validation result must not be displayed as successful Signing. Repeated technical transmission of the same request does not create a duplicate Acceptance, Business, Service Order or payment obligation.

6.9. Adding or changing bank details is a higher-risk Legally Significant Action and requires a separate Right, enhanced Authentication and, where required by applicable law, the terms of the transaction or the User’s settings, an Electronic Signature of the appropriate level or approval by a second authorized person. The Platform retains the history of changes to bank details and related checks and approvals and, where the relevant functionality is available, notifies the administrators designated by the User. A profile change does not amend the bank details of a previously concluded transaction.

6.10. An operational status, GPS data, photograph, driver message, manually entered weight information, uploaded file, scan or other supporting record does not by itself establish final performance of an obligation, the quantity or quality of goods, transfer of title or risk, or the due date for payment, except where data are received from an automated warehouse, surveyor, laboratory or another source integrated with the INBULK Platform in a fully automated mode and the relevant Business, Contract, Service Order or applicable Special Terms expressly assign determinative effect to that source or event. The document or event that is determinative of the relevant circumstance shall be expressly identified in the Business, Contract, Service Order or applicable Special Terms.

6.11. A document automatically generated by the Platform has draft status until duly completed and Signed, unless otherwise expressly provided by law or the terms of the transaction. A photograph, scan or other electronic copy of a paper document does not replace its original or a duly executed Electronic Document unless otherwise expressly provided by law or agreed terms.

6.12. Any change to an Electronic Document after Signing must be detectable. Each new version of a document shall have a separate identifier and a link to the previous version; replacement or correction shall not delete a previously generated or signed document or the related Signing Evidence.

6.13. Electronic originals, control hashes, records of Signing, Acceptance, submission of Service Requests and formation of Service Orders, system logs and previous document versions shall be retained for the periods prescribed by law, the Privacy Policy, the Electronic Signature Policy, the relevant transaction or a justified need to protect rights. In the event of a dispute, investigation or lawful request, deletion shall be suspended until final completion of the relevant procedure and expiry of the applicable retention period. Closure of the Company Account or a deletion request does not terminate such retention.

6.14. If the law requires notarization, state registration, a special form or another procedure, the parties shall comply with those requirements regardless of the Platform functionality.

7. Orders, Auctions, Business and Contract

7.1. An Order may be Indicative or Firm and may be published or sent to a specific User as a Direct Order. Direct status determines the addressee but does not alter whether the Order is Soft or Firm.

7.2. An Indicative Order does not create an obligation to enter into a Business, may be amended or withdrawn and is used to test demand, obtain proposals and conduct negotiations.

7.3. A Firm Order and a Counter Order are legally binding for the stated period. They must contain sufficiently definite final terms and may not be amended or withdrawn during their period of validity except as provided by law or expressly provided by those terms.

7.4. Each published or transmitted version of an Order has a separate identifier. A change to price, quantity, quality, delivery term, place, timing, payment procedure or another material term creates a new version. A previous unaccepted version may not be Accepted.

7.5. Full and unconditional Acceptance of a Firm Order or Counter Order by a duly authorized Authorized User, together with recording of that Acceptance by the Platform, creates a Business. The Business is concluded when the Platform records the Acceptance and makes the relevant acceptance event available through the agreed Platform channel to the User that transmitted the accepted Firm Order or Counter Order, and from that moment creates an obligation for its parties to perform the agreed terms.

7.6. Following Acceptance, the Platform generates a Business Confirmation recording the parties, subject matter, quantity, quality, price, currency, delivery term, place and delivery dates, payment procedure, applicable documents, the version and control identifier of the Accepted Order, date, time, method of Acceptance and system-event identifier. The Business Confirmation does not alter the accepted terms and must be available to the parties for retention.

7.7. On the basis of a concluded Business, the Platform generates or makes available to the parties a Contract. The parties shall sign the Contract within three Business Days after the Business is concluded or, if a technically correct Contract becomes available later, within three Business Days after it becomes available. Where mandatory law, including Spanish food-chain legislation where applicable, requires the relevant contract to be in writing and signed by each party before performance begins, the parties shall complete such signing before commencement of the relevant performance regardless of the general three-Business-Day period.

7.8. The Contract shall reproduce the terms of the Business and may incorporate agreed Incoterms® 2020, GAFTA, FOSFA forms and rules or another expressly specified standard. The name, number, version and date of the applicable standard form or rules shall be stated in the Contract or Business Confirmation. The Contract may not be used to reopen negotiations or unilaterally alter terms that have already been Accepted.

The current list of contracts, amendments, templates, standard forms and rules available for use on the Platform is published in the “Contracts” section at:

https://help.inbulk.com/contracts 

7.9. A party that identifies a technical or textual inconsistency between the Contract and the terms of the Business shall notify the other party without undue delay. Any correction shall be limited to bringing the Contract into conformity with the Accepted Order and does not reopen the right to renegotiate commercial terms.

7.10. An unjustified refusal, avoidance or delay in signing the Contract for more than three Business Days constitutes a material breach of the Business but does not cancel it or release the party from the agreed obligations. The other party may require signing and due performance, claim direct damages and apply sanctions where the grounds and amount were agreed or are provided by law. The Operator may record the breach and temporarily restrict the creation of new legally binding Orders until the breach is remedied, without determining the merits of the dispute.

7.11. After a Business has been concluded, its material terms may be changed only by Acceptance of a structured amendment request or by signing a bilateral document. Silence, expiry of a timer or continued use does not constitute Acceptance of an amendment.

7.12. Application of a pre-agreed formula for automatic recalculation of price or quantity by reference to the result of a specified laboratory, quality parameters, a discount or premium scale, tolerances and rounding rules does not constitute an amendment to the Business and does not require new Acceptance if the formula, data source and calculation rules were defined before Acceptance. Any other deviation from the agreed terms requires separate Acceptance.

7.13. Once a Business has been concluded, the Platform Operator, where it is not a party to that Business and has no separate authority, may not unilaterally amend or terminate it. The Operator may record a dispute, preserve and provide available system evidence, restrict the creation of new transactions or comply with a lawful requirement of a competent authority; such measures do not by themselves terminate the parties’ obligations.

7.14. Before an Auction or Tender begins, participants shall be shown the subject matter, terms, whether Bids are binding, winner-selection criteria, the point at which obligations arise, withdrawal rules, the procedure in the event of a technical failure and other material rules.

7.15. A Bid is legally binding and irrevocable for its stated period of validity. The legal consequences of a winning Bid or selection of a winner are determined by the rules of the relevant Auction or Tender and displayed to participants before a Bid is submitted. If the rules expressly provide for automatic conclusion of a Business, the Business arises at the time specified in those rules. Otherwise, the winning Bid is used to form a Firm Order or Counter Order and the Business arises upon its Acceptance.

7.16. When activating Auto-Bidding, the User specifies the limit price, bid increment and duration. Bids automatically submitted by the Platform within those parameters are Bids of the User and have the same legal effect as manually submitted Bids. Changing the parameters does not cancel Bids already submitted.

7.17. Material terms may not be changed after an Auction has begun. If they need to be changed, the current Auction shall be terminated, a new version shall be created and previous Bids shall not be carried over without separate confirmation.

7.18. A Contract template, standard form, automatic generation of a document or technical validation of its completion does not constitute individualized legal, tax or other professional advice. The parties independently assess whether the selected form, rules and terms are appropriate for the relevant transaction and engage professional advisers where necessary.

7.19. If a specific Business, Contract, Auction or Tender involving agricultural or food products falls within Spanish Law 12/2013 on measures to improve the functioning of the food supply chain (Ley 12/2013, de medidas para mejorar el funcionamiento de la cadena alimentaria) or other mandatory Spanish food-chain rules, those mandatory provisions shall apply to the extent required by law. Where applicable, the relevant food contract shall be formalized in writing, signed by each party and made available to each party before performance begins; shall contain the mandatory contractual particulars, including the identity of the parties, subject matter, price and all payments, payment and delivery conditions, rights and obligations, duration and amendment procedure; and shall comply with mandatory price, cost-of-production, payment-period and unfair-trading-practice rules. Any legally required registration of a food contract with a primary producer or an association of primary producers shall be carried out by the operator on whom Spanish law places that obligation before delivery where required. Electronic auctions falling within that Law shall comply with the applicable requirements of transparency, free access, non-discrimination, disclosure of access conditions, participation costs and award mechanisms, and the applicable record-retention and post-award requirements. Except to the extent required by such mandatory rules, the transaction mechanics and order of precedence established by this Agreement remain unchanged.

8. Service Requests, Service Orders, Nominations and INBULK roles

8.1. A User may create Service Requests for agency, logistics, carriage, freight forwarding, survey, laboratory, fumigation, insurance, information, financing-search, financing-arrangement and financing-support services and other services available on the Platform.

8.2. Submission of a Service Request is a Legally Significant Action. Before submission, the Platform displays to the User the legal effect of the selected mode. Submission authorizes processing of the Service Request, transmission of necessary data to potential or designated Service Providers, search or matching based on specified parameters and, if the Service Request does not require final confirmation by the User, formation of a Service Order without repeated confirmation within those parameters.

8.3. A Service Request must contain or make it possible to determine unambiguously: the type, subject matter, scope and result of the service; place and timing; the specific Service Provider or the criteria and procedure for identifying one; a fixed, maximum or estimated price; currency, Payer and payment recipient; required documents; period of validity of the Service Request; whether partial performance is permitted and the maximum number or volume of Service Orders; applicable Special Terms; Service Performance Mode; and whether the Service Provider or the formed Service Order requires final confirmation by the User.

8.4. If a Service Request does not state that final confirmation by the User is required, the Service Order is formed without repeated confirmation by the User when the Platform records: (1) acceptance of the Service Request by the specified or matched Service Provider without deviation from its parameters; (2) acceptance of the Service Request by an automated service on terms displayed in advance; or (3) another event expressly defined before submission of the Service Request. Naming a specific Service Provider confirms the addressed and specific nature of the User’s intention; however, an express indication that final confirmation is required shall prevail.

8.5. Automatic formation of a Service Order is permitted only within the parameters, maximum price, period, scope and number of Service Orders specified in the Service Request. Once the specified limit has been reached, subsequent acceptance of the Service Request does not form a new Service Order. A Service Provider term that exceeds the Service Request parameters becomes effective only after separate Acceptance by the User.

8.6. If the Service Request states that the Service Provider or final terms require confirmation by the User, the Service Provider’s response to or acceptance of the Service Request is negotiatory only and does not form a Service Order until separate Acceptance by the User. This applies even where a specific Service Provider has been designated.

8.7. A User wishing to publish or send a communication regarding a need for services without legal consequences shall create an Order for services with “Indicative” / Soft status. Such Order may be published generally or sent to a specific User, does not permit automatic formation of a Service Order and is used to obtain proposals and conduct negotiations. To form a Service Order, the User submits a Service Request or separately Accepts the final terms.

8.8. Before a Service Order is formed, the User may withdraw or amend the Service Request unless it is expressly designated irrevocable. Withdrawal or amendment becomes effective when recorded by the Platform and does not terminate a Service Order formed earlier on the basis of that Service Request.

8.9. In the Service Request, the User selects a Service Performance Mode: with additional performance security or without it. Under the mode with additional performance security, the User may expressly require insurance, escrow, Performance Security, documentary settlement, document verification, monitoring or another service that is actually available. Under the mode without additional performance security, the User agrees that the Service Order may be formed and performed without those additional instruments.

8.10. If additional security is specified in the Service Request as a mandatory condition, the Service Order is not formed, or its performance does not commence, until the relevant instrument has been duly arranged or confirmed, unless the User expressly agreed otherwise. Unavailability of the selected service does not automatically convert the Service Request to a mode without additional security. Describing a mode as “guaranteed” does not constitute a guarantee of performance by the Platform Operator or INBULK; the scope of protection is determined by the relevant contract, policy, guarantee, escrow arrangement or other specific instrument.

8.11. Before submission of a Service Request that permits automatic formation of a Service Order, or before separate Acceptance, the User shall be shown the parties, the specific Service Provider or the method of identifying it, each person’s role, subject matter, scope, result, place, timing, price or method of determination, currency, Payer, payment recipient, documents, amendment and cancellation terms, liability and applicable Special Terms. The name, number, date, version, control identifier or hash of the Special Terms shall be recorded in the Service Request, Service Order or Service Request Acceptance Confirmation.

8.12. Before the Legally Significant Action that forms a Service Order, the specific INBULK Group legal entity and its role shall be clearly identified. Depending on the accepted terms and place of performance, such entity may act as an Agent, commission agent, freight forwarder, direct Service Provider, service organizer without representative authority, representative, mandatary or solely as Platform Operator. Each role, scope of authority, remuneration, Payer, payment recipient and liability shall be identified separately. Accession to this Agreement does not by itself grant any such authority.

8.13. If an INBULK entity is the direct Service Provider, it is responsible for the service it has undertaken; if it acts as an Agent, it acts on behalf and for the account of the User within the authority granted to it; if it acts as a commission agent, it acts in its own name but for the account of the User; if it acts as a freight forwarder, its responsibility is governed by the relevant freight-forwarding contract and applicable law; and if it acts as an Organizer, it is responsible only for the organizational functions it has expressly undertaken.

8.14. INBULK’s authority to sign documents, agree prices, dispose of goods, documents of title or funds arises only where expressly stated in a specific Service Request or Service Order and, where required, documented by a power of attorney or separate agreement. Search, ranking, matching or automatic transmission of a Service Request to a Service Provider based on parameters set by the User is not a guarantee of performance; the User independently selects the criteria, Service Performance Mode and need for additional security.

8.15. Once a Service Order has been formed, its material terms may be changed only by mutual agreement. Cancellation does not release a party from payment for services actually provided, agreed remuneration and documented expenses.

8.16. The Service Provider or specifically identified INBULK legal entity may refuse to accept a Service Request or Service Order or may suspend performance if the User has not provided required documents, data, authority or agreed payment; instructions are incomplete, contradictory or unlawful; a sanctions, fraud or other material risk has arisen; or performance has become impossible. The User shall be notified of such measure unless notification is prohibited by law. Termination or suspension does not cancel payment for services actually provided, agreed remuneration or confirmed expenses.

8.17. An act, report, invoice, certificate or other performance document reflects the result of the relevant service and may not by itself amend the agreed subject matter, scope, price, Payer, payment procedure or another material term without separate Acceptance of the relevant amendment.

8.18. A Nomination means the User’s designation of a Service Provider selected independently by the User. It is not an INBULK Service Order, does not create an agency relationship, does not make the Operator a party to the contract with the nominated Service Provider and is not deemed accepted by silence.

8.19. The Platform may transmit a Nomination, documents and statuses, but the User remains independently responsible for selecting the nominated Service Provider, entering into the contract with it and ensuring the accuracy of the data.

9. Settlement support services, fees and payments

9.1. The User may use Settlement Support Services, services for searching for and supporting financing and other services that are actually available on the Platform. The specific list is not fixed by this Agreement and is determined by the available functionality, the terms of the transaction and the documents of the relevant Third-Party Providers.

9.2. Settlement Support Services and financing-support services are, as a general rule, information technology and organizational services. The Operator does not receive, hold, reserve or transfer Users’ funds, open accounts, carry on insurance business, issue guarantees, issue a Letter of Credit, provide credit, a loan, factoring or other financing, or make financing or payment decisions unless the relevant role of a specific legal entity is expressly documented through a separate lawful structure, agreement and required regulatory status.

9.3. Regulated payment, banking, insurance and other financial activities are performed by the relevant bank, Escrow Agent, Security Issuer, Insurer or other duly authorized Third-Party Provider.

9.4. Before submission of a Service Request that permits automatic formation of a paid Service Order, or before separate Acceptance, the User shall be shown the identity and role of the provider, the full price or method of determining it, Agent remuneration, third-party costs, taxes, Payer, recipient, currency, payment period and procedure, and amendment, cancellation and refund terms.

9.5. The Operator may introduce and change tariffs for access and its own services by giving prior notice to the User. New or amended tariffs apply only to services, Service Requests or transactions initiated after they take effect and do not change the price of a Business already concluded or a Service Order already formed without separate Acceptance by the relevant parties.

9.6. An invoice, billing document or payment instruction does not amend the agreed terms and does not evidence payment. A monetary obligation is discharged when the funds are credited to the proper recipient, unless the parties agree otherwise or mandatory law provides a different rule for the relevant transaction. Mandatory statutory rules concerning payment periods, default interest and recovery costs, including Spanish Law 3/2004 on combating late payment in commercial transactions where applicable, remain unaffected.

9.7. A status such as “Paid”, “Payment Sent” or similar is not conclusive evidence of discharge of a monetary obligation unless based on confirmation from a bank or duly authorized payment service provider. An invoice may reflect a sanction or other amount calculated under terms agreed before the breach or arising directly under applicable law, but may not by itself establish a new penalty, interest charge, cancellation fee or other sanction.

9.8. Payment to the Operator, Agent or another INBULK person discharges an obligation owed to a third party only where that person is expressly identified as the creditor or authorized recipient.

9.9. A change to bank details does not automatically amend the bank details in a Business, Contract, Service Order, invoice or payment instruction already concluded or issued.

9.10. The mere inclusion in Section 2 of definitions relating to escrow, Performance Security, Letters of Credit, insurance or financing does not mean that the relevant service has been launched. Such service applies only where it is actually available in the relevant region, the Third-Party Provider or specific INBULK legal entity and its role have been disclosed, the Special Terms have been made available and the User has performed the required Legally Significant Action.

9.11. Before the Legally Significant Action relating to the relevant service, the User shall be shown the parties and their roles, amount, currency, tariffs, commissions, time limits, documents, terms for opening, issuance, use, release of funds or payment, refund procedure, security, default and challenge procedures, liability, governing law, dispute-resolution procedure, consequences of insolvency of the person involved and data-processing rules.

9.11.1. Escrow Settlement Service

The Platform may facilitate initiation of the opening of an Escrow Account, agreement and recording of the Release Conditions, generation and transmission of Trigger Documents, exchange of notices and display of statuses. Decisions on opening the account, acceptability of documents and transfer of funds are made exclusively by the Escrow Agent. INBULK is not the holder of the Escrow Account, the beneficiary or a person entitled to dispose of the funds unless otherwise established through a separate lawful structure.

9.11.2. Performance Security Service

The Platform may facilitate agreement of the Security Terms, uploading of documents, monitoring of deadlines and preparation of draft demands. The Security Issuer independently issues, confirms, amends and terminates the Security and decides on any Demand. INBULK does not confirm the validity of the Security, the solvency or authority of the Security Issuer without a separately ordered verification and does not guarantee payment.

9.11.3. Documentary Settlement Service

The Platform may facilitate agreement and recording of the Letter of Credit Terms, generation of draft documents, exchange of documents, tracking of deadlines and receipt of notices. The Issuing Bank and other banks involved independently issue, advise, confirm and honour the Letter of Credit, examine the Presentation, determine Discrepancies and decide whether to make or refuse payment. INBULK does not perform the bank examination of documents within the meaning of UCP, eUCP or ISP98.

9.11.4. Insurance Support Service

The Platform may facilitate recording of the Insurance Terms, storage of policies and certificates, monitoring of notification and Claim submission deadlines and generation of draft documents. The Insurer independently assesses the risk, determines coverage, issues the insurance document, determines whether an insured event has occurred and decides on payment. The User or Loss Payee independently submits a Claim unless otherwise expressly provided under a separate agency authority; INBULK does not guarantee insurance payment.

9.11.5. Financing Search, Arrangement and Support Service

For the purposes of this Section, “Financing Partner” means a bank, financial institution, fund, investment or trading company, buyer, seller, special-purpose vehicle or other person entitled under applicable law to provide the relevant form of financing.

The Platform or a specifically identified INBULK legal entity may facilitate preparation of a Financing Request, collection and structuring of documents, searching for and matching the User with potential Financing Partners, transmission of the Financing Request and documents with the User’s authorization, coordination of communications, display of indicative proposals, document workflow and status monitoring. Such service does not in itself constitute financial advice, approval of financing, a guarantee that financing will be obtained, or an obligation of any person to provide funds.

The Financing Partner independently conducts KYC/KYB, credit, legal and financial analysis, determines the permissible structure, amount, currency, term, price, security and other terms, and may refuse financing or amend indicative terms before a separate agreement is concluded. Any Platform rating, scoring, forecast or recommendation is informational only and does not guarantee a Financing Partner’s decision.

Direct provision of financing by a specific INBULK legal entity or a Third-Party Provider is permitted only after that entity has been expressly identified as lender, financing party or other proper participant, its entitlement to carry out the relevant activity has been established and a separate financing agreement has been concluded. Before funds are advanced, that agreement must specify the amount, currency, term, purpose, interest, discount, fees and other total cost, drawdown and repayment terms, early repayment, security, events of default, taxes, governing law and dispute-resolution procedure.

Financing funds are transferred directly by the Financing Partner to the User, seller, supplier, Service Provider or other expressly identified recipient through proper banking or payment channels. The Platform Operator does not receive, hold or transfer such funds unless a separate lawful structure with the required status and contractual framework has been established for that purpose.

10. Third-party providers, external data and continuity

10.1. The Operator may integrate services of banks, payment service providers, insurers, carriers, laboratories, registries, KYC/KYB providers, electronic-signature providers, communications providers, cloud infrastructure providers and other Third-Party Providers available on the Platform.

10.2. A Third-Party Provider’s terms apply where they are made available before the relevant Legally Significant Action and separate acceptance of those terms is required. Integration does not mean that the Operator controls the provider or guarantees its decisions.

10.3. Data from external registries and services are displayed to the extent available and do not replace an official document or an independent check. The Operator does not guarantee absolute completeness or currency of data from an independent source but remains responsible for its own culpable distortion or incorrect transmission of such data.

10.4. If an external service is unavailable, an incomplete transaction must not be displayed as successful. Where technically possible, the Platform informs the User of the unavailability, retains the status and time of the attempt, and provides the option to retry or use an available alternative method. A retry does not create a duplicate legal or payment consequence.

10.5. Data are transferred to a Third-Party Provider only to the extent necessary for the relevant service, transaction, security, compliance or performance of legal obligations, in accordance with the Privacy Policy and, where required, a DPA.

11. Rights, obligations and response measures

11.1. The User is entitled to use functionality that is actually available, obtain documents and information, manage its Authorized Users, create and Accept Orders, enter into Businesses, sign Contracts, form Service Orders and use other available services.

11.2. The User shall:

comply with applicable law, this Agreement, the applicable Rules and accepted terms of specific transactions;

provide accurate and up-to-date information and ensure that it has been lawfully obtained;

ensure that Authorized Users and Signers have proper authority;

not create fictitious Orders, Service Requests, Nominations, accounts or other misleading information;

not use the Platform for fraud, sanctions evasion, money laundering, infringement of third-party rights or other unlawful activities;

duly perform Businesses, Contracts and Service Orders;

independently comply with tax, customs, foreign-exchange, sanctions, licensing and other obligations;

protect access credentials and revoke Rights in a timely manner.

11.3. Unauthorized access, interference with software, circumvention of technical restrictions, transfer of another person’s signature, scraping without permission, malicious code, manipulation of trading procedures or other actions threatening the security of or trust in the Platform are prohibited.

11.4. The Operator may request documents, modify and develop functionality, carry out maintenance, restrict specific actions, suspend or block a Company Account, hide unlawful content, change Accreditation Status and comply with lawful requirements of competent authorities.

11.5. Measures shall be proportionate to the risk. Unless prohibited by law or security measures, the User shall be informed of the grounds and the available procedure for appeal or challenge.

11.6. Blocking does not terminate Businesses, Contracts or Service Orders already concluded. The User retains access to documents, settlements, claims and actions necessary to complete open transactions unless otherwise required by law.

12. Personal data, confidentiality, intellectual property and AI

12.1. The Privacy Policy is a separate informational notice. Where the relevant processing falls within its scope, Regulation (EU) 2016/679 (GDPR), Spanish Organic Law 3/2018 on Personal Data Protection and guarantee of digital rights (LOPDGDD) and other applicable Spanish data-protection law apply to personal-data processing under this localized version. The Company User shall ensure a lawful basis for transferring data relating to employees, representatives, drivers and other natural persons and shall properly inform them.

12.2. Where the User determines the purposes and means of processing and INBULK processes personal data on the User’s documented instructions, a DPA applies. For security, Accreditation, Verification, compliance, evidence, protection of rights and performance of legal obligations, the relevant INBULK entity may act as an independent controller.

12.3. The Parties shall use Confidential Information only for the purposes of this Agreement and the relevant transactions, disclose it only to persons with a need to know and apply reasonable safeguards. The confidentiality obligation applies during the term of the Agreement and for three years after termination and, in respect of trade secrets and information subject to a special protection regime, for as long as such protection applies.

12.4. The confidentiality obligation does not apply to information that lawfully becomes publicly available; was lawfully in the recipient’s possession before disclosure; is lawfully received from a third party without a duty of confidentiality; is independently developed without use of the disclosed information; or must be disclosed under law, a court order or a lawful requirement of a competent authority. Where disclosure is mandatory, the recipient shall, unless prohibited, give advance notice to the relevant party and limit disclosure to the minimum necessary scope.

12.5. The Operator holds rights sufficient to operate the Platform. The User is granted a limited, non-exclusive and non-transferable right to use it for its own business activities. No rights in the software, brand, design, databases or documentation are transferred.

12.6. The User retains rights in its documents and data and grants the Operator the right to technically process, store and transmit them to the extent necessary for operation of the Platform, transactions, security, compliance and performance of legal obligations.

12.7. The AI Assistant generates information and drafts but may not independently create a Legally Significant Action. Its output acquires legal significance only after separate review and confirmation by a duly authorized Authorized User.

12.8. AI providers, data-use rules, retention periods, prohibited categories of information, human-review requirements and other restrictions applicable to AI functions are governed by the Platform Rules, the applicable AI Policy, the Privacy Policy and, where relevant, the terms of the specific AI service or provider made available before use. The User must not enter data whose disclosure is not authorized or is unnecessary for the relevant function.

13. Liability and force majeure

13.1. Each Party is liable for its own culpable acts and for improper performance of obligations expressly assumed by it under this Agreement. Liability of a specific INBULK legal entity acting in another role is governed by the relevant Business, Contract, Service Order, Special Terms and mandatory law.

13.2. The User is responsible for its Authorized Users, Rights granted to them, access credentials, accuracy of data, lawfulness of instructions, legality of goods and funds and timely termination of access.

13.3. Where the Operator acts solely as operator of the digital environment, it is not responsible for performance by a counterparty, the quality of goods, the result of an independent Service Provider, decisions of a bank, Escrow Agent, Security Issuer, Insurer, registry or other Third-Party Provider, or the commercial merits of a transaction. The User’s selection of a mode with or without additional security does not alter this allocation of responsibility; rights under a specific instrument are determined by the terms of that instrument.

13.4. The Operator is liable for its own culpable non-performance, unlawful alteration or loss of data, incorrect integration or transmission of instructions, exceeding its authority, and breaches of confidentiality, information security or personal-data protection within the scope of applicable law.

13.5. Subject to Clause 13.7 and mandatory provisions of applicable law, only direct, documented losses having a direct causal connection with the breach are recoverable. The Operator is not liable for loss of profit, market movements, loss of financing, loss of business opportunity or other indirect losses where such exclusion is permitted by applicable law.

13.6. Subject to Clause 13.7 and mandatory provisions of applicable law, the Platform Operator’s aggregate liability, when acting solely as operator of the Platform, for claims by one User during any twelve-month period shall not exceed the fees actually paid by that User to the Operator for the directly related service during the preceding twelve months. For free functionality, aggregate liability shall not exceed UAH 100,000 (one hundred thousand Ukrainian hryvnias), or its equivalent in euro calculated using the official exchange rate of the National Bank of Ukraine applicable on the date on which the event giving rise to the relevant claim occurred. A separate liability limit for another INBULK role may be set out in the accepted terms of the relevant service.

13.7. The exclusions and limitations of liability set out in this Agreement do not apply in cases of wilful misconduct, gross negligence, fraud, knowingly false information, unlawful use of funds, death or personal injury, breach of obligations arising from public-order rules, or any other case in which liability may not be excluded or limited under mandatory law.

13.8. A Party shall be released from liability to the extent it proves that the breach was directly caused by an extraordinary and unavoidable circumstance beyond its reasonable control, which arose after the relevant obligation was assumed and objectively made performance impossible. Nothing in this Section limits the effects of definitive or temporary impossibility of performance arising under mandatory applicable law.

13.9. A circumstance that existed and was known, or reasonably ought to have been known, to a Party when it assumed the obligation does not by itself constitute Force Majeure. New and unforeseeable consequences of a generally known situation may constitute Force Majeure only where they arose after the obligation was assumed, could not reasonably have been taken into account and directly made performance impossible.

13.10. A Party shall notify the other Party of Force Majeure without undue delay, provide available evidence and mitigate the consequences. Force Majeure does not automatically terminate obligations and does not release a Party from payment obligations that fell due before it arose.

14. Term, amendments, termination and closure of the Company Account

14.1. The Agreement enters into force at the time specified in Clause 1.3 and is concluded for an indefinite term.

14.2. The User may initiate termination through the available functionality or a verified channel. The Operator shall verify the authority of the applicant and inform the User of open Businesses, Contracts, Service Orders, payments and claims.

14.3. After the request is confirmed, the Company Account may be placed in “Closing” status. In that status, new transactions may be blocked, but the User retains access to documents, settlements, claims and actions necessary to complete, terminate or duly transfer open obligations and may obtain and export available documents and data.

14.4. Final closure of the Company Account takes place after open transactions have been completed, terminated or duly transferred and outstanding obligations have been settled, unless otherwise required by law, sanctions restrictions or security measures.

14.5. The Operator may terminate the Agreement in the absence of a breach by the User by giving at least 30 calendar days’ notice, unless a different mandatory notice period is prescribed by applicable law. Immediate restriction or termination is permitted in the event of a material breach, fraud, sanctions risk, compromise of credentials, a security threat or a legal requirement.

14.6. Termination, blocking or closure does not cancel Businesses, Contracts, Service Orders, financial security arrangements, settlements, confidentiality obligations, liability provisions or dispute-resolution provisions already in effect.

14.7. Closure of the Company Account or a deletion request does not result in deletion of electronic originals, previous document versions, Signing Evidence, system logs or other evidence whose retention is necessary under law, for contract performance, compliance, fraud prevention or the establishment, exercise or defence of legal rights. After the applicable periods expire, data shall be deleted, destroyed or anonymized unless further retention is required by law or by a legal hold connected with a dispute or investigation.

14.8. A new version of the Agreement applies to a specific User only after a new Signing of the Joinder Statement or other explicit confirmation that makes it possible to identify the person and the version. Before such acceptance, the new version shall be made available in a form that permits review, storage and reproduction. Silence or continued use without such confirmation does not constitute acceptance. No new version retroactively amends a previously concluded Business, Contract or Service Order without the consent of its parties or a mandatory requirement of law.

14.9. Until a new version is accepted, the Operator may restrict the creation of new transactions while preserving access to open obligations. A new version does not amend previously concluded transactions without the consent of their parties or a mandatory requirement of law.

14.10. Material amendments to the Rules apply prospectively to new transactions after publication, any notice required by this Agreement or applicable law and, where required, explicit acceptance. Technical, editorial and organizational changes may apply after publication and any notice required by this Agreement or applicable law. The Rules do not amend previously concluded transactions.

15. Notices, governing law, disputes and details

15.1. Legally significant notices shall be sent through the Company Account, a verified email address, a qualified electronic registered-delivery service where designated for the relevant Party, or another agreed channel. A notice made available in the Company Account and accompanied by the corresponding recorded system event is presumed received when it becomes available to the addressee; an email notice is presumed received when the recipient’s mail server records acceptance of the message, provided the sender has not received a non-delivery notice. Such presumptions are rebuttable where the addressee proves that, without fault on its part, it was objectively unable to access or receive the notice. Where a qualified electronic registered-delivery service or another legally recognized delivery method is actually used, its records have the effect prescribed by applicable law.

15.2. Notices concerning compromise of credentials, changes to bank details, disposal of funds or termination of the Agreement may require enhanced verification of identity and authority. An ordinary email is not a notice sent using a qualified electronic registered-delivery trust service unless such service was actually used.

15.3. Unless otherwise specified in the terms of a specific transaction, time periods under this localized Agreement shall be calculated by reference to local Spanish time (Europe/Madrid). System events shall be recorded in UTC and may additionally be displayed in local time.

15.4. This Agreement between the Platform Operator and the Company User is governed by the laws of Spain. This choice does not affect mandatory provisions that apply irrespective of the chosen law. The incorporation, legal status, legal capacity, internal organization and corporate authority of each Party remain governed by the law applicable to that Party. This Clause does not determine the law governing a separate Business, Contract or Service Order between Users or with another INBULK Group entity: the applicable law and dispute-resolution mechanism for such transaction shall be determined by the final terms accepted for that transaction and, failing a valid choice, by the applicable conflict-of-laws rules and mandatory law.

15.5. A dispute between the Operator and the User shall first be addressed by a written or electronic claim. The Party receiving the claim shall respond within 15 (fifteen) Business Days unless another period is prescribed by mandatory law or applicable terms. Failure to respond does not constitute admission of the claim. If the dispute is not resolved, judicial jurisdiction and territorial venue shall be determined in accordance with the applicable rules of international and Spanish procedural jurisdiction. No exclusive submission to a particular territorial court is imposed by this Accession Agreement where such submission is ineffective under mandatory Spanish procedural law, including Article 54.2 of Law 1/2000 on Civil Procedure (Ley de Enjuiciamiento Civil) in relation to contracts of adhesion or general conditions imposed by one party. The Parties may enter into a separate individually negotiated arbitration or jurisdiction agreement for a specific legal relationship where legally permitted.

15.6. Disputes between Users shall be resolved in accordance with the Business, Contract or Service Order. The Operator is not a party to such dispute merely because the Platform was used but may provide available system records to the extent permitted by law.

15.7. Invalidity of any provision does not affect the remainder of the Agreement. Failure to exercise a right does not constitute a waiver of that right. Headings are for convenience only.

15.8. A reference in this Agreement to legislation or a regulatory instrument means the version applicable to the relevant legal relationship, including amendments and replacement legislation.

A reference to Incoterms, GAFTA, FOSFA or another standard form, rule or industry standard means only the specific edition, title, number and, where applicable, date expressly identified in the final terms of the relevant Business, Contract or Service Order. A subsequent amendment to such standard or rules does not amend a transaction already concluded without separate agreement of its parties.

15.9. This Agreement may be executed in English or Spanish. The language version expressly identified in the Joinder Statement as the “Signing Version” is the legally controlling version for the relevant Company User. Any other-language translation supplied for convenience is informational only and does not prevail over the Signing Version unless the Parties expressly agree otherwise.

15.10. The Platform Operator’s identification and contact details are set out in Section 16 of this Agreement. Current payment details shall be stated only in a duly generated invoice, Service Order or payment instruction.

15.11. Identification details of the User and Signer and the method of accession are specified in the Joinder Statement and Company Account. A subsequent change to the profile does not by itself amend this Agreement, a previously concluded Business, Contract or Service Order, or details recorded therein. A duly verified change to contact details applies to future notices from the time it is verified by the Platform.

16. Details of the Parties

Appendix 1. Joinder Statement

to the Accession Agreement to the INBULK.COM online platform No. INBULK-AGR-ES-01 dated 3 September 2026

The fields of the Statement are completed electronically at the moment of signing. Its composition, as set out in the Agreement, is reproduced below.

1. Company User details

• Full legal name
• Legal form
• Country and registration number / NIF or VAT number (if applicable)
• Registered office
• Signer
• Position / capacity
• Basis of authority
• Verified email address / electronic address for notices

2. Version identification

Agreement version: INBULK-AGR-ES-01 dated 3 September 2026

Signing Version / language: English

• Control identifier / hash

The list and versions of the applicable contractual and operational documents, together with the privacy and transparency notices made available to the Company User, are recorded by the Platform at the time of Signing. Recording or acknowledging an informational notice does not constitute consent where applicable law requires a separate legal basis or separate consent.

3. Accession to the Agreement

The Company User confirms that, before Signing, it was expressly informed of the existence of the Agreement, was given a real opportunity to review its complete text and the contractual documents expressly incorporated by reference, and could save and reproduce them. The Company User expressly accepts incorporation of the Agreement in the version and control identifier or hash identified above. The Signer, acting on behalf of the Company User, confirms that he or she has proper authority and accedes to the Agreement. The Company User further confirms that the Operator-signed master Agreement version and this signed Joinder Statement constitute one electronic contractual package, and that the Platform made available the applicable pre-contract information on the contracting steps, archiving and access, correction of input errors and available contract language or languages to the extent required by applicable law.

• Principal electronic signature / signing event identifier
• Date and time

4. Principal Signing Evidence

The Platform retains the Signing Evidence for the principal Signing of this Joinder Statement, including the Agreement version, Signer details, electronic signing method used, date and time, validation result, document hash and other available system information in accordance with the Agreement and the Electronic Signature Policy.

Where the selected signing method applies a cryptographic or other electronic signature to the file rather than displaying a handwritten-style signature, no visible signature mark is required. The principal Signing is evidenced by the electronic signature data, certificate or provider record and the related Signing Evidence.