Adhesion Agreement to the INBULK.COM online platform

Limited Liability Company “INBULK.COM”, EDRPOU (Unified State Register) code 46091188, incorporated and operating under the laws of Ukraine, represented by its Director Oleksandr Volodymyrovych Romaniv, acting on the basis of the Charter and lawfully carrying out the operational management of the INBULK.COM online platform (hereinafter — the “Platform Operator”), on the one hand, and a legal entity, an individual entrepreneur or another business entity acting in connection with its professional or business activity and having adhered to this Agreement (hereinafter — the “User-company”), on the other hand, jointly — the “Parties”, have entered into this Adhesion Agreement (hereinafter — the “Agreement”). The Platform is intended exclusively for B2B use. This Agreement is concluded in accordance with the provisions of the legislation of Ukraine.

1. General provisions and adhesion

1.1. This Agreement is an adhesion agreement (contract of adhesion) and sets out the framework terms of access to the Platform, of electronic interaction between Users, of the creation and Acceptance of Orders, of the conclusion and performance of Businesses, of the signing of Contracts, of the formation of Service Orders and of the use of other services actually available.

1.2. The User-company adheres to the Agreement by signing an Adhesion Application through a duly authorised Signatory. The form of the Adhesion Application is set out in Annex 1 to this Agreement, which forms an integral part hereof. An Adhesion Application signed by the User-company forms an integral part of the Agreement concluded with such User-company.

For a User-company registered under the laws of Ukraine, the Adhesion Application is signed with a qualified electronic signature. For a User-company registered under the laws of another jurisdiction, the localised edition and the method of electronic signing permitted by the applicable law and available on the Platform shall apply.

1.3. The Agreement is deemed concluded upon completion of the Signing procedure, successful verification of the signature and recording by the Platform of the signed Application. The Application must make it possible to establish unambiguously the User-company, the Signatory, the edition of the Agreement, the date, the time and the result of the signature verification.

Each edition of this Agreement, including each new edition, is signed by the Platform Operator by affixing a qualified electronic signature (QES) and is published on the Platform.

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

1.5. Adhesion to the Agreement does not in itself constitute an Order, a Counter Order, a Business, a Service Request, a Service Order, a Nomination, a payment instruction or a mandate, and does not confer upon the Platform Operator, an Agent or any other person any authority in respect of a specific transaction.

1.6. The Signatory confirms that it holds the necessary legal, corporate and representative powers to adhere, and that the User-company has obtained all necessary internal decisions and approvals.

1.7. Electronic copies of the Agreement, of the Application and of the documents referred to in the Application are made available to the User for review and for the possibility of saving them prior to Signing.

The Platform Operator ensures the retention of the edition of the Agreement, of the Application and of other documents accepted by the relevant User-company, as well as of information on the date and the fact of their acceptance, in a manner that makes it possible to reliably establish the content of the documents accepted by the User-company.

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” — LLC “INBULK.COM”, EDRPOU code 46091188, which, on the basis of the relevant licence and within the scope of the rights granted by the Platform Rightholder, operates and administers the Platform, determines the access rules, manages accounts and ensures the technical and organisational possibility of electronic interaction between Users.

Within a specific transaction, the Platform Operator may additionally act as an Agent, an organiser of a service, the direct Service Provider or another party to the legal relationship only where the relevant role is expressly specified in the final terms of such transaction.

“Platform” / “INBULK.COM Platform” — the software and hardware complex comprising the website https://inbulk.com , the web application and User accounts available at https://app.inbulk.com , software modules, databases, integrations, APIs, as well as mobile applications and other digital services under the INBULK.COM brand, where implemented and actually available.

“INBULK Group” — the Platform Operator and other legal entities that lawfully use the INBULK brand and are expressly identified in the terms of a specific transaction or in other information available to the User. The mere fact of belonging to the INBULK Group does not create joint and several liability. In each Business or Service Order involving a legal entity of the INBULK Group, such entity, its role, its details and the scope of its liability are unambiguously identified.

“Platform Rightholder” — the person that owns or duly controls the intellectual property rights to the Platform software and has granted the Platform Operator the right to operate it.

“User-company” — a legal entity, an individual entrepreneur or another business entity created or registered in accordance with the laws of the relevant state and registered on the Platform, on whose behalf identified individuals — Authorised Users — act, and which may create, submit, confirm and approve Service Requests, Service Orders, Businesses, documents, notices and other electronic actions on the Platform.

“User-company Account” — the digital environment of the User created on the Platform, within which its information, documents, settings, roles and access rights of Authorised Users are stored, and within which the actions and transactions performed by them are recorded.

“Accreditation” — the procedure for verifying the User-company, its documents, the authority of its representatives and its compliance with the requirements for users established by the Platform Terms of Use, as a result of which the User-company obtains access to the relevant functions and services of the Platform.

“Verification” — the procedure for confirming the identity of an Authorised User, the accuracy of the data provided by such person and, where necessary, its authority to act on behalf of the User-company.

“Accreditation Status” — the informational designation of the state of verification of the User-company, its documents, data or particular characteristics, displayed on the Platform as a result of the verification carried out by the Platform Operator.

“Authorised User” — an identified individual, in particular a director, Signatory, manager, trader, logistician, accountant, dispatcher, other employee or representative, who has been added by the User-company to the User-company Account and has been granted a defined role, access rights and Rights to Perform Legally Significant Actions.

“Rights to Perform Legally Significant Actions” — the scope of rights granted by the User-company on the Platform to an Authorised User to perform specific Legally Significant Actions on behalf of the User-company, including with established limits by amount, quantity of goods, type of transaction, term or the requirement of additional confirmation by another authorised person. Rights to Perform Legally Significant Actions may be granted exclusively to an Authorised User who has confirmed familiarisation with this Agreement, the Privacy Policy and the Platform Terms of Use and has undertaken to comply with them.

“Legally Significant Action” — an action of an Authorised User on behalf of the User-company that creates, changes or terminates the rights and obligations of the User-company. Such actions include, in particular: publication or direct sending of an Order or a Counter Order, of a Service Request, an Acceptance, a request for and confirmation of a change of terms, confirmation of a payment, change of payment details and of company information, granting of rights to other users, signing of electronic documents, submission of a Bid and activation of Auto-Bidding in an auction.

“Signatory” — an individual who performs the actions necessary to affix an Electronic Signature, in its own name or on behalf of the User-company within the scope of proper authority confirmed by the applicable law, constituent documents, information from an official register, a resolution or minutes of an authorised body, a power of attorney or another appropriate document.

“Order” — a structured message created by a User on the Platform concerning the intention to purchase or sell goods or services on defined commercial terms during an established period. An Order may be Indicative or Irrevocable. Publication or sending of an Order creates legally binding consequences only where the Order has the status “Irrevocable”. An Order may be published on the Platform or sent directly to a specific User as a “Direct Order”.

“Counter Order” — an irrevocable offer of a User to conclude a Business on amended terms, sent in response to an Order or another Counter Order.

“Indicative Order” / “Soft” — a status of an order which is posted or sent to a specific User in order to study 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 does not in itself create an obligation to conclude a Business.

“Irrevocable Order” / “Firm” — a status of an order or counter order that contains sufficiently definite terms of a future transaction and confirms the User’s intention to perform the terms of that transaction in the event of full and unconditional Acceptance of the order by the other party. It is valid during the period established by the User. During that period the User may not amend or withdraw the Order.

“Auction” — an electronic procedure for the competitive submission and evaluation of Bids under the rules of the specific Auction. Before the Auction starts, all participants are shown its type, whether Bids are binding, the procedure for determining the winner, the possibility of withdrawal, the consequences of a technical failure and the exact moment at which legal obligations arise.

“Bid” — an electronic commercial offer submitted by a participant in an Auction, which is legally binding and irrevocable during its period of validity in accordance with the rules of the Auction. The submission of a Bid is a Legally Significant Action and confirms the participant’s intention to be bound by its terms if it is accepted in accordance with the rules of the Auction.

“Auto-Bidding” — an Auction function that allows the Platform to automatically increase or decrease the price on behalf of the User without the need to submit each subsequent Bid manually. Before activation, the User sets a limit price and a bidding increment. The Platform automatically submits Bids within the established limit depending on the type of Auction and ceases to submit them once the limit price is reached or the Auction ends.

“Tender” — a competitive request created by a User on the Platform for the purchase or sale of goods or the provision of services, within which other Users may submit their proposals on defined terms. The User that created the Tender selects the winner in accordance with the terms and criteria determined by it. The legal consequences of such selection are determined by the terms of the specific Tender and are displayed to Users before proposals are submitted.

“Business” — a transaction between Users concluded following the Acceptance of an Irrevocable Order or a Counter Order and formed on the INBULK Platform in electronic form. It contains the commercial terms agreed by the parties and creates for them a legal obligation to conclude the corresponding Contract on such terms and to duly perform the Business. A Business is deemed concluded from the moment the Acceptance is recorded by the Platform.

“Business Confirmation” — an electronic message generated by the Platform confirming the fact of the conclusion of a Business and recording its principal agreed terms. The Business Confirmation is displayed on the Platform and sent to the email addresses of the participants in the Business.

“Contract” — an agreement formed on the Platform on the basis of a concluded Business and of the terms agreed by the parties, which may be based on the relevant forms and rules of GAFTA, FOSFA or another expressly specified standard, and which is signed by the parties using an Electronic Signature.

• “Incoterms” — the International Chamber of Commerce rules on delivery terms. By default, the Incoterms® 2020 edition applies. The chosen term, the agreed place, port or other specific point of delivery and the edition of the rules are specified in the final terms of the Business.

“Service Request” — 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. The submission of a Service Request is a Legally Significant Action by which the User determines the parameters of the service, the mode of formation of the Service Order, the criteria or the specific Service Provider and, at its option, the need for final confirmation. If the Service Request does not contain a mark as to the need for final confirmation by the User, it allows a Service Order to be formed without repeated confirmation by the User, within the parameters defined in the Service Request, after its acceptance by the Service Provider or by an automated service. The designation of a specific Service Provider confirms the addressed and specific nature of the User’s intention; an express mark as to the need for final confirmation shall prevail.

“Confirmation of acceptance of a Service Request for execution” — an electronic document or system record generated by the Platform which records the acceptance of the Service Request by the Service Provider and the formation of the Service Order in accordance with the mode chosen by the User. If the Service Request did not require final confirmation by the User, the Confirmation records an already formed Service Order and does not require repeated Acceptance. If the Service Request required final confirmation, the Confirmation reflects the final terms of the Service Provider, and the Service Order arises only after a separate Acceptance by the User.

“Service Order” — a transaction for the provision of a specific agency, logistics, carriage, freight forwarding, survey, laboratory, fumigation, insurance, financial or other service, which is formed via the Platform: (1) without repeated confirmation by the User after acceptance of the Service Request by the Service Provider within the parameters defined therein, where the Service Request did not require final confirmation; (2) following Acceptance by the User of the final terms, where such confirmation was expressly provided for by the Service Request or the proposed terms go beyond its parameters; or (3) in another expressly displayed scenario agreed by the User before the performance of the Legally Significant Action. A Service Order must specify the Service Provider, the subject matter and scope of the service, its price or the procedure for determining it, the time limits, the payment procedure, the applicable documents, the conditions for amendment and cancellation and other material terms. Rights and obligations under a Service Order arise from the moment the Platform records the event which, in accordance with Section 8 of this Agreement, creates the Service Order.

“Special Terms” — the rules, tariffs and other terms of a particular service or type of service, which determine the procedure for provision, payment, amendment, cancellation, documentary formalisation and liability, are provided to the User prior to the Legally Significant Action that creates the Service Order, and are identified by name, number, date, edition, control identifier or hash.

“Service Performance Mode” — the mode determined by the User in the Service Request: (1) with additional performance support, under which the Service Order provides for the use of one or several available services of insurance, escrow, Performance Security, documentary settlements or another agreed instrument; or (2) without additional performance support. Designation of the first mode as “guaranteed” in the interface means only the choice of the said instruments and does not constitute a guarantee of performance on the part of the Platform Operator or INBULK.

“Acceptance” — the final and unconditional Legally Significant Action by which an Authorised User fully accepts a specific Irrevocable Order, a Counter Order, the final terms of a Service Request where these require separate confirmation, or a proposed amendment to the terms of a Business or a Service Order. Following Acceptance and its recording by the Platform, the relevant Business or Service Order is deemed concluded and creates rights and obligations for its parties. A Service Order may also be formed without repeated Acceptance by the User in the cases and within the limits expressly defined by the Service Request and by Section 8 of this Agreement.

“Nomination” — the designation by a User of a specific carrier, freight forwarder, terminal, elevator, surveyor, laboratory, insurer or other performer within a Business, with which the User independently concludes a separate contract for performance. A Nomination is not a Service Order via the INBULK Platform and does not make the Platform Operator a party to the relationship between the User and the nominated performer.

“Service Provider” — the Platform Operator, another User or a Third-Party Provider that undertakes to render 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” — the Platform Operator or another specific legal entity of the INBULK Group expressly identified in the terms of the relevant Service Order, which, for remuneration and within the scope of the authority granted, performs on behalf of and at the expense of the User certain factual and/or legal actions. The name, registration details, scope of authority and remuneration of the Agent are displayed to the User before the submission of a Service Request that permits the automatic formation of a Service Order, or before another Legally Significant Action that creates a Service Order. Such services may include, in particular, the search for a Buyer, Seller, Service Provider, Financing Partner or service company, as well as the arrangement or coordination of the performance of Businesses and Service Orders without assuming an obligation to render the principal service directly, unless otherwise expressly specified in the terms of the Service Order.

“AI Assistant” — a functional module of the Platform which uses artificial intelligence technologies to generate informational responses, explanations and analytical materials, as well as to prepare drafts of Orders, Service Requests and other documents or actions on the basis of the User’s queries. Materials generated by the AI Assistant do not in themselves constitute Legally Significant Actions and acquire the corresponding legal significance only after their separate review and confirmation by the User.

“Settlement Support Services” — the Escrow Settlement Service, the Performance Security Service, the Documentary Settlement Service and the Insurance Support Service.

• Each of the Settlement Support Services 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 the contracts concluded by Users with the Escrow Agent, the Security Issuer, the Issuing Bank or the Insurer; does not establish the fact of performance or breach of a Business; does not submit claims, applications or sets of documents on behalf of Users; and does not provide regulated financial, payment or insurance services, or financial or insurance intermediation services, without the appropriate legal status and a separate contractual model. This provision does not restrict the provision of ordinary agency, organisational, informational or technological services expressly formalised by the relevant Service Order.

The generation by the Platform of draft documents from templates does not constitute a legal service, legal advice or confirmation of the merits of a claim. The use of any of the Settlement Support Services is not a mandatory condition for the conclusion or performance of a Business.

“Escrow Agent” — a bank or another person that, in accordance with the legislation applicable to it, is entitled to open and service conditional deposit accounts (an “Escrow Account”) on the basis of an agreement with the Parties to the Business (an “Escrow Agreement”). Under the legislation of Ukraine, an Escrow Account is opened exclusively by a bank. The Platform is not a party to the Escrow Agreement.

“Release Conditions” — the list, agreed by the Parties to the Business and recorded in the Platform, of the grounds for the transfer of funds from the Escrow Account to the beneficiary, as well as the list of documents and confirmations evidencing the occurrence of such grounds (the “Trigger Documents”) — bill of lading, survey report, acceptance certificate, customs declaration, confirmation by a Party, etc. The Release Conditions are binding on the Escrow Agent only to the extent included in the Escrow Agreement.

“Escrow Settlement Service” — a service of the Platform providing the Parties to a Business with the technical possibility to initiate the opening of an Escrow Account, to agree and record the Release Conditions, to generate and transmit Trigger Documents and notices to the Escrow Agent, and to 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; the generation or transmission by the Platform of documents and notices does not constitute a disposal of funds and does not oblige the Escrow Agent to effect a transfer.

“Performance Security” — an instrument provided by a Party to a Business in favour of the other Party to secure the performance of its obligations under the Business, in the form specified in the Business or the Service Order prior to their Acceptance. The permissible forms are: a Seller’s performance bond (securing delivery of the goods, their quantity, quality and time limits), a Buyer’s payment guarantee (securing payment for the goods), a Buyer’s performance bond (securing the Buyer’s non-monetary obligations, in particular 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 payment, as well as other forms expressly agreed by the Parties.

“Seller’s Performance Bond” — Performance Security provided by the Seller in favour of the Buyer, securing the performance of the Seller’s obligations under the Business as to delivery of the goods, their quantity, quality and time limits.

“Buyer’s Performance Bond” — Performance Security provided by the Buyer in favour of the Seller, securing the performance of the Buyer’s monetary and non-monetary obligations under the Business, in particular as to nomination of the means of transport, acceptance of the goods and provision of instructions.

“Security Issuer” — a bank, another financial institution or an insurance organisation that issues Performance Security in accordance with the legislation applicable to it. In respect of a security payment, no Security Issuer is designated, and in respect of funds in an Escrow Account the corresponding functions are performed by the Escrow Agent.

“Security Terms” — the following, as agreed by the Parties and recorded in the Irrevocable Order, the Counter Order, the Business or the Service Order prior to the Acceptance of the relevant terms: the form of Performance Security, its amount or the procedure for determining the amount, the requirements for the Security Issuer, the period for its provision and its validity period, the applicable rules (in particular URDG 758, ISP98, UCP 600), the nature of the demand, the admissibility of partial and repeated demands, the procedure for reducing the amount of the Security in the event of partial performance, and the grounds for termination of the Security.

“Demand under the Security” — an application 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” — a service of the Platform providing the Parties to a Business with the technical possibility to agree and record the Security Terms, to upload and store Performance Security documents, to track the periods for its provision and validity, to receive notices and to generate, from the Platform’s templates, draft documents for applying to the Security Issuer. The Platform is not the Security Issuer, a guarantor, a surety, a counter-guarantor, a beneficiary or a party to the Performance Security; it does not issue or confirm Performance Security, does not verify its validity or the legal capacity of the Security Issuer, does not effect any reduction or termination of the Security, does not determine the scope of duly performed obligations and does not assess the merits of the amount of a Demand under the Security.

“Letter of Credit (LC)” — an irrevocable undertaking of the bank that opens the Letter of Credit (the “Issuing Bank”) to effect payment in favour of the Party in whose favour the Letter of Credit is opened (the “Beneficiary”) against presentation of documents complying with the Terms of the Letter of Credit, irrespective of the legal relationship under the Business. The Letter of Credit is opened upon the application of the other Party to the Business (the “Applicant”) and may be advised, confirmed or performed by other banks in accordance with the Terms of the Letter of Credit and the applicable rules. A Letter of Credit may be: documentary (“DLC”) — as a method of settlement under the Business, whereby payment is effected against documents evidencing delivery of the goods, in accordance with the UCP 600 rules; or standby (“SBLC”) — as a form of Performance Security, whereby payment is effected against documents evidencing non-performance of the secured obligations, in accordance with the ISP98 or UCP 600 rules.

“Terms of the Letter of Credit” — the following, as agreed by the Parties and recorded in the Irrevocable Order, the Counter Order, the Business or the Service Order prior to the Acceptance of the relevant terms: the type of Letter of Credit, the applicable rules (UCP 600, eUCP, ISP98), the amount, the currency, the validity period, the place of presentation, the requirements for the Issuing Bank and the need for confirmation, the list of and requirements for documents, the shipment and document presentation periods, the admissibility of partial shipments and partial utilisation, and the allocation of bank charges.

“Presentation” — the documents submitted by the Beneficiary in accordance with the Terms of the Letter of Credit in order to obtain payment. Non-compliance of the Presentation with the Terms of the Letter of Credit or with the applicable rules, as established by the bank examining the documents, constitutes Discrepancies.

“Documentary Settlement Service” — a service of the Platform providing the Parties to a Business with the technical possibility to agree and record the Terms of the Letter of Credit, to generate drafts of the application for the opening of a Letter of Credit and of accompanying documents, to upload and store related documents, to track the shipment and document presentation periods and the validity of the Letter of Credit, and to receive notices. The Platform is not the Issuing Bank, the advising, confirming or nominated bank; it does not open, advise, confirm or honour the Letter of Credit, does not make the Presentation, does not examine documents for compliance with the Terms of the Letter of Credit within the meaning of the applicable rules, does not establish Discrepancies and does not take decisions on effecting or refusing payment.

“Insurance Support Service” — a service of the Platform providing the User with the technical possibility to record the Insurance Terms in respect of a Business or a Service Order, to upload and store insurance contracts, policies, certificates and related documents, to track the parameters of cover and the time limits for notifying the Insurer and submitting a Claim, to receive notices, and to generate, from the Platform’s templates, draft documents for applying to the Insurer, the carrier or the freight forwarder. The Platform is not an Insurer, an insurance intermediary, agent, broker or average adjuster; it does not carry out insurance, does not conclude insurance contracts and does not issue policies or certificates, does not assess insurance risks, does not determine the parameters of cover or its adequacy, does not establish the occurrence of an insured event, does not submit a Claim, does not take decisions on insurance indemnity and does not guarantee its payment.

“Insurer” — an insurance organisation, an export credit agency, a mutual insurance club or another insurer entitled to carry out the relevant type of insurance under the legislation applicable to it.

“Insured” — the User or another person that concludes an insurance contract with the Insurer in respect of its own insurable interest connected with a Business or a Service Order. The right to receive indemnity may be granted to another person, in particular a bank or a financing partner to whom such right has been assigned (the “Loss Payee”). An application by the Insured or the Loss Payee to the Insurer for payment of insurance indemnity (a “Claim”) is submitted by such person independently in accordance with the terms of the insurance contract.

“Insurance Terms” — the following, as agreed by the Parties and recorded in the Irrevocable Order, the Counter Order, the Business or the Service Order prior to the Acceptance of the relevant terms: the type of insurance, the person obliged to arrange it, the requirements for the Insurer, the scope of cover and the insured risks, the deductible, the Loss Payee, the time limits for notifying the Insurer and submitting a Claim, as well as the limitations and exclusions from cover. Depending on the type of insurance, the Insurance Terms also determine the credit limit, the indemnity percentage, the waiting period, the Sum Insured and the Period of Cover.

“Trade Credit Insurance” — insurance of the Insured’s insurable interest connected with the risk of non-performance by its counterparty of monetary obligations under a Business.

“Cargo Insurance” — insurance of the Insured’s insurable interest connected with the risk of loss of, shortage of or damage to the goods during carriage, transhipment, storage and other operations within the Period of Cover, on the basis of an insurance contract, policy or certificate (a “Cargo Insurance Policy”). The scope of cover is determined by the applicable clauses, in particular the Institute Cargo Clauses (A), (B) or (C), the Institute War Clauses and the Institute Strikes Clauses. Unless the Insurance Terms provide otherwise, the Sum Insured is determined as the value of the goods under the Business increased by the amount of freight, other costs and a percentage agreed by the Parties.

“Carrier’s or freight forwarder’s liability insurance” — insurance of the insurable interest of a carrier, freight forwarder or other logistics service provider connected with its liability towards the customer or third parties. Such insurance operates within the limits of the liability of the relevant person and the limitations established by the contract of carriage and by the rules applicable to the relevant mode of transport (in particular the CMR Convention, the Hague-Visby Rules, the Montreal Convention, the SMGS/UMVS rules, and the legislation on carriage by inland waterways), and does not constitute Cargo Insurance.

“General Average” — extraordinary expenditure or sacrifice made intentionally and reasonably for the common safety of the vessel, cargo and freight, which is apportioned among the participants in the maritime carriage in accordance with the applicable rules, in particular the York-Antwerp Rules. General Average contributions are covered by insurance only to the extent provided for by the Insurance Terms.

“Subrogation” — the right of an Insurer that has made a payment to claim indemnification from the person liable for the occurrence of the insured event, within the limits of the payment made. Users are obliged to refrain from actions that deprive the Insurer of such right, in particular from waiving claims against the carrier without the Insurer’s consent.

“Electronic document” — a document the information in which is recorded in electronic form, together with the mandatory elements, including an Electronic Signature where its presence is required for the relevant type of document.

“Electronic Signature” — electronic data which are added to an Electronic document or are logically associated with it and are used by the Signatory for signing. The available levels, the technical implementation and the procedure for their application are determined by the Electronic Signature Policy.

“Authentication” — confirmation by means of the Platform that a person is who that person claims to be.

“Signing” — the following sequence of actions on the Platform: providing the Signatory with the opportunity to review the final version of the Electronic document, Authentication, confirmation by the Signatory of the intention to be bound by the terms of the document, and affixing of the Electronic Signature. The moment of signing is the moment at which the Platform records the completion of this procedure according to server time (UTC).

“Signing Evidence Record” — the data which the Platform generates and stores in respect of each Signing: the cryptographic imprint (hash) of the document, the identifiers of the Signatory and of the User, the method of Authentication, the verbatim text of the confirmation of intention, the IP address and information about the access device, the date and time of system events (UTC), the electronic time stamp, if applied, and the identifiers of system events. On its basis the Platform generates a Signing Record available to the User for download.

“Signing Operator” — the Platform Operator or a Third-Party Provider engaged by it, which organises the technical process of Signing and the generation of the Signing Evidence Record. The relevant actions are performed by means of the Platform and/or an integrated service.

“Electronic Signature Provider” — a person that provides services of creating, affixing or verifying an Electronic Signature, electronic identification of the Signatory, electronic time stamps, handling of certificates and other related services, engaged by the Platform Operator in order to enable Signing. Services which, under the applicable law, require the special status of a trust service provider are provided exclusively by a person holding such status. The Platform Operator may perform technical functions that do not require such status, but is not referred to as a qualified trust service provider without a proper legal basis.

“Electronic Signature Policy” — a document posted on the Platform which determines the levels of Electronic Signature, the Authentication requirement methods, the application of levels to types of documents and actions, the Providers engaged, the composition and retention periods of the Signing Evidence Record and the specific features applicable to particular jurisdictions.

2.2. In this Agreement, the term “User” in definitions, function names and operational provisions means the User-company, unless the context expressly indicates otherwise. The term “Parties” without further specification means the Platform Operator and the User-company; the term “Parties to the Business” means the Users between whom the relevant Business has been concluded. The singular includes the plural and vice versa where this is consistent with the meaning of the provision. Abbreviated forms have the same meaning as the corresponding full defined terms.

2.3. Headings, translations and English-language equivalents are used for convenience only. In the event of a discrepancy, the Ukrainian term and the legal meaning of the relevant provision shall prevail.

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

3.1. The Platform Operator provides the User-company with access to the Platform and the possibility to use the functions actually available in accordance with this Agreement, the applicable Terms of Use, the Accreditation Status, the Rights to Perform Legally Significant Actions, the tariffs and the accepted terms of the specific transaction.

3.2. The 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 the search, arrangement and support of financing, analytical and other services available on the Platform.

3.3. The mention of a function or a definition in the Agreement does not mean that the function has already been launched in the User’s region. The relevant provisions apply only from the moment the function or service becomes actually available, the applicable terms are displayed to the user and the user performs the necessary Legally Significant Action.

3.4. The Platform is a software and hardware complex and is not a legal entity. 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 provider or other party merely by providing technical functionality.

3.6. The Platform Operator operates the Platform on the basis of a valid licence agreement and/or other appropriate rights granted by the Platform Rightholder. The number and date of such licence agreement are not a material term of this Agreement and are not included in it; confirmation of the legal basis is retained by the Operator in its corporate and IP register and may be provided within the scope of a reasonable verification, subject to confidentiality.

3.7. The Operator applies reasonable organisational and technical measures for the operation of the Platform, but does not guarantee its absolute continuity or the absence of technical interruptions, updates or failures of Third-Party Providers.

4. Contractual documents, applicable Terms of Use and their priority

4.1. The relationship between the Platform Operator and the User-company is governed by this Agreement, the Adhesion Application, the applicable Terms of Use, the tariffs and the accepted terms of specific services.

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

INBULK.COM Platform Terms of Use — https://help.inbulk.com/terms ;

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

The edition of the relevant document applicable to a particular User or transaction is determined by the edition, date, control identifier or other information recorded by the Platform prior to the performance of the relevant Legally Significant Action.

4.2. Until a new edition of the Terms of Use is published, the current web edition of the Terms applies exclusively as regards the technical and organisational procedure for using the Platform, to the extent that it does not contradict this Agreement. In the event of any contradiction, difference in concepts, in the moment at which obligations arise, in roles or in liability, this Agreement shall prevail.

4.3. If the provisions of the Terms of Use contradict this Agreement or establish a different procedure for regulating the same relationship, the provisions of this Agreement shall apply.

In particular, the provisions of the Terms of Use do not apply to the extent that they establish a different procedure for adhering to the Agreement, for accepting a new edition thereof, for concluding, amending or terminating a Business or a Service Order, or different rights, obligations or liabilities of the parties.

4.4. The Privacy Policy is a separate informational notice. Familiarisation with it does not constitute universal consent to all types of processing of personal data.

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

4.6. For a specific trading transaction the following order of priority applies: (1) a subsequent bilateral amendment that expressly identifies the term being amended; (2) the Contract, to the extent that it has been signed by all parties and expressly contains an amendment or supplement agreed after the conclusion of the Business; (3) the Accepted Irrevocable Order or Counter Order together with the Business Confirmation; (4) expressly incorporated standard rules; (5) the rules of the specific Auction or Tender; (6) this Agreement; (7) the Terms of Use. A Contract that merely reproduces the Business does not prevail over the Accepted Order in the event of a technical or textual discrepancy. Any amendment of a commercial term in the Contract must be expressly agreed by both parties as an amendment of the Business.

4.7. For a Service Order the following apply: (1) a subsequent bilateral amendment; (2) the final terms of the Service Order formed in accordance with the mode of the Service Request or Accepted by the User; (3) the accepted Special Terms of the relevant service; (4) this Agreement; (5) the Terms of Use.

4.8. A document of a lower level does not amend a document of a higher level unless the relevant parties have expressly agreed such amendment. A new web edition of a document does not amend a transaction formed under a previously recorded edition.

5. Accreditation, verification, Account and rights of Authorised users

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

5.2. The Operator is entitled to verify registration, corporate, sanctions-related, reputational and other data, to request additional documents and to carry out Accreditation or Verification again if the data have changed or a risk has arisen.

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

5.4. Each User independently verifies its counterparty, the Service Provider, the Financing Partner and the commercial expediency of the transaction, and assesses the legal, credit, sanctions, tax, currency, logistics and other risks. The Accreditation Status, a rating, a score, the result of a verification, the choice of a Service Performance Mode or the use of additional security do not release the User from due diligence and do not constitute a guarantee of performance.

5.5. Until the completion of Accreditation, Verification or the review of additionally requested documents, the Operator is entitled to temporarily restrict those functions or Legally Significant Actions the risk of which cannot be properly assessed before the completion of the relevant review.

5.6. The User-company provides complete, accurate and up-to-date data and notifies of any change thereto without undue delay, but no later than within three business days, unless another period is established by law or by the terms of the transaction.

5.7. Only Authorised Users added to the Account of the User-company may act on its behalf.

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

5.9. The User-company independently verifies the corporate, official, statutory, fiduciary and other powers of a person, obtains internal approvals, correctly configures the Rights and revokes them in a timely manner.

5.10. A Legally Significant Action is permitted only where the necessary Right is held, the established limit is observed, the required additional confirmation has been obtained and the necessary Authentication or Signing has been completed.

5.11. Actions of an Authorised User within the scope of the displayed Rights are deemed to be actions of the User-company. Internal restrictions that are not displayed on the Platform and were not communicated to the other party before the action may not be invoked against a party acting in good faith, except in the cases established by law.

5.12. Each Authorised User uses only its own means of access, Authentication and Electronic Signature. The transfer of a login, password, OTP, private key or other means of access is prohibited.

5.13. In the event of termination of authority, dismissal, or loss or compromise of the means of access, the User-company immediately revokes the Rights and notifies the Operator. Following such notification, the Operator may temporarily restrict access and related actions pending clarification of the circumstances.

5.14. Until the actual revocation of the Rights or the Operator’s receipt of a proper notice of loss or compromise of the means of access, actions performed using valid means of Authentication and within the scope of the displayed Rights are deemed to be actions of the User-company, provided that the Operator was not aware and, in the circumstances, should not have been aware of the unauthorised access. This does not release the Operator from liability for its own culpable delay in applying available blocking measures after receipt of a proper notice and the lapse of the time objectively necessary to apply such measures.

6. Electronic documents, signing and legally significant actions

6.1. The electronic form is the principal form of interaction on the Platform. An Electronic document signed in the proper manner has legal effect and constitutes an original in the cases provided for by law.

6.2. A Legally Significant Action must be separate and unambiguous and must be performed after the display of the final terms, of the User-company on whose behalf the person is acting, of the applicable documents and of the specific legal consequences.

6.3. Viewing a page, navigation, creating a draft, uploading a file, a system notification or another technical action does not constitute an Acceptance, Signing, the conclusion of a Business or a Service Order, unless expressly and unambiguously specified otherwise before such action is performed. The submission of a Service Request is a Legally Significant Action to the extent of the consequences expressly defined by Section 8 and displayed to the User before its submission.

6.4. A QES is used for the signing of the Adhesion Application by a Ukrainian User-company. For other documents and actions, the level of Electronic Signature or another method of confirmation available on the Platform for the relevant jurisdiction, type of document and level of risk is used.

6.5. This Agreement does not designate any specific Electronic Signature Provider. Signing is carried out through the Provider or service available on the Platform for the relevant scenario. The Platform is not referred to as a qualified trust service provider merely by reason of a technical integration, where it does not hold confirmed status.

6.6. An Electronic Signature confirms the expression of will and the connection of the Signatory with the document within the scope of the method applied, but does not in itself confirm corporate authority, the absence of internal limits, the right to dispose of goods or funds, or the ownership of a bank account.

6.7. The Platform generates the Signing Evidence Record and system records to the extent provided for by the relevant scenario, in particular as regards the edition of the document, the Signatory, the User-company, the method of Authentication, the date and time, the result of the operation and the event identifier. System logs, records of Rights, editions of documents and related electronic evidence may be used in a dispute, together with other admissible evidence, to establish the identity of the person, the content, the time and the result of an action.

6.8. A negative, indeterminate or incomplete verification result must not be displayed as a successful Signing. Repeated technical submission of a single request does not create a repeated Acceptance, Business, Service Order or payment obligation.

6.9. The addition or amendment of bank details is a Legally Significant Action of heightened risk and requires a separate Right, enhanced Authentication or a QES and, subject to the User’s settings, confirmation by a second authorised person. The Platform retains the history of changes to details, of related verifications and confirmations and, where the relevant functionality is available, notifies the administrators designated by the User. A change to the profile does not amend the details of a previously concluded transaction.

6.10. An operational status, GPS data, a photograph, a driver’s message, manually entered weight information, an uploaded file, a scan or another ancillary record does not in itself confirm the final performance of an obligation, the quantity or quality of the goods, the transfer of title or of risk, or the falling due of payment, save in the case of automated warehouses, surveyors, laboratories, etc., that are connected to the INBULK Platform in fully automated mode. The document or event that is decisive for the relevant circumstance is expressly identified in the Business, the Contract, the Service Order or the applicable Special Terms.

6.11. A document automatically generated by the Platform has the status of a draft until it has been duly executed and Signed, unless expressly provided otherwise by law or by 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 expressly established otherwise by law or by the agreed terms.

6.12. After Signing, any change to an Electronic document must be detectable. Each new edition of a document has a separate identifier and a link to the previous edition; replacement or correction does not result in the deletion of a previously generated or signed document and of the related Signing Evidence Record.

6.13. Electronic originals, control imprints, records of Signing, Acceptance, submission of Service Requests and formation of Service Orders, system logs and previous editions of documents are retained for the periods established by law, by the Privacy Policy, by the Electronic Signature Policy, by the relevant transaction or by a justified need to protect rights. In the event of a dispute, an investigation or a lawful request, their deletion is suspended until the final completion of the relevant procedure and the expiry of the applicable retention period. Closure of the Account or a deletion request does not terminate such retention.

6.14. Where the law requires notarisation, state registration, a special form or another procedure, the parties comply with such requirements irrespective of the functionality of the Platform.

7. Orders, Auctions, Business and Contract

7.1. An Order may be Indicative or Irrevocable and may be published or sent to a specific User as a Direct Order. The direct nature determines the addressee but does not change the Soft or Firm status.

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

7.3. An Irrevocable Order and a Counter Order are legally binding during the period specified. They must contain sufficiently definite final terms and may not be amended or withdrawn during their period of validity, save in the cases established by law or expressly provided for by such terms.

7.4. Each published or sent edition of an Order has a separate identifier. A change in price, quantity, quality, delivery term, place, time limits, payment procedure or another material term creates a new edition. A previous edition that has not been Accepted may not be Accepted.

7.5. Full and unconditional Acceptance of an Irrevocable Order or a Counter Order by a duly authorised Authorised User, and the recording of the Acceptance by the Platform, create a Business. The Business is deemed concluded from the moment of such recording and creates for the parties an obligation to perform the agreed terms.

7.6. Following Acceptance, the Platform generates a Business Confirmation which records the parties, the subject matter, quantity, quality, price, currency, delivery term, place and time limits of delivery, payment procedure, applicable documents, the edition and control identifier of the Accepted Order, the date, time and method of Acceptance and the system event identifier. The Business Confirmation does not amend the terms accepted and must be available to the parties for saving.

7.7. On the basis of a concluded Business, the Platform generates or provides the parties with a Contract. The parties are obliged to sign the Contract within three business days from the moment of the conclusion of the Business or, where a technically correct Contract became available later, within three business days from the moment of its availability.

7.8. The Contract must reproduce the terms of the Business and may incorporate agreed forms and the rules of Incoterms® 2020, GAFTA, FOSFA or another expressly specified standard. The name, number, edition and date of the applicable standard form or rules are stated in the Contract or in the Business Confirmation. The Contract may not be used for renegotiation or for the unilateral amendment of terms already Accepted.

The current list of agreements, supplementary agreements, templates, standard forms and rules available for use on the Platform is posted in the “Agreements” section at: https://help.inbulk.com/contracts 

7.9. A party that has identified a technical or textual non-conformity of the Contract with the terms of the Business shall notify of it without undue delay. Correction is limited to bringing the Contract into conformity with the Accepted Order and does not revive any right to revisit the commercial terms.

7.10. Unjustified refusal, evasion or delay in signing the Contract for more than three business days constitutes a material breach of the Business, but does not annul it and does not release the party from the agreed obligations. The other party is entitled to demand signature and due performance, compensation for direct losses and the application of sanctions where the grounds for and the amount of such sanctions were agreed or are provided for by law. The Operator may record the breach and temporarily restrict the creation of new legally binding Orders until the breach is remedied, without resolving the dispute on the merits.

7.11. Following the conclusion of a Business, its material terms may be amended 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. The application of a pre-agreed formula for the automatic recalculation of price or quantity depending on the result of a designated laboratory, quality indicators, a scale of discounts or bonuses, tolerances and rounding rules does not constitute an amendment of the Business and does not require a new Acceptance, provided that the formula, the data source and the calculation rules were defined prior to Acceptance. Any other deviation from the agreed terms requires a separate Acceptance.

7.13. Following the conclusion of a Business, the Platform Operator, where it is not a party thereto and does not hold separate authority, is not entitled to amend or terminate the Business unilaterally. The Operator may record a dispute, preserve and provide available system evidence, restrict the creation of new transactions or comply with a lawful request of a competent authority; such measures do not in themselves terminate the obligations of the parties.

7.14. Before the start of an Auction or a Tender, participants are shown the subject matter, the terms, whether Bids are binding, the criteria for determining the winner, the moment at which obligations arise, the rules on withdrawal, the procedure to be followed in the event of a technical failure and other material rules.

7.15. A Bid is legally binding and irrevocable during its period of validity. The legal consequences of a winning Bid or of the selection of a winner are determined by the rules of the specific Auction or Tender and are displayed to participants before the submission of a Bid. Where the rules expressly provide for the automatic conclusion of a Business, it arises at the moment specified in the rules. In other cases, an Irrevocable Order or Counter Order is generated on the basis of the winning Bid, and the Business arises following its Acceptance.

7.16. When activating Auto-Bidding, the User determines the limit price, the increment and the period. Bids automatically submitted by the Platform within these parameters are Bids of the User and have the same legal significance as those submitted manually. A change of parameters does not cancel Bids already submitted.

7.17. After the start of an Auction, its material terms are not amended. Where it is necessary to amend them, the current Auction is terminated, a new edition is created, and previous Bids are not carried over without separate confirmation.

7.18. A Contract template, a standard form, the automatic generation of a document or a technical check of its completion does not constitute individual legal, tax or other professional advice. The parties independently assess the suitability of the chosen form, rules and terms for the specific transaction and, where necessary, engage professional advisers.

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

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

8.2. The submission of a Service Request is a Legally Significant Action. Before its submission, the Platform displays to the User the legal effect of the mode chosen. The submission of a Service Request constitutes consent to its processing, to the transfer of the necessary data to potential or designated Service Providers, to carrying out a search or matching according to the established parameters and, where the Service Request does not require final confirmation by the User, to the formation of a Service Order without repeated confirmation within such parameters.

8.3. A Service Request must contain, or allow the unambiguous determination of: the type, subject matter, scope and result of the service; the place and time limits; the specific Service Provider or the criteria and procedure for its determination; the fixed, maximum or calculated price; the currency, the Payer and the payment recipient; the required documents; the period of validity of the Service Request; the admissibility of partial performance and the maximum number or volume of Service Orders; the applicable Special Terms; the Service Performance Mode; and whether the Service Provider or the Service Order formed requires final confirmation by the User.

8.4. If the Service Request does not contain a mark as to the need for final confirmation by the User, the Service Order is formed without repeated confirmation by the User at the moment when the Platform records: (1) acceptance of the Service Request by a specific 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 prior to the submission of the Service Request. The designation of a specific Service Provider confirms the addressed and specific intention of the User; however, an express mark as to the need for final confirmation shall prevail.

8.5. The automatic formation of a Service Order is permitted only within the parameters, maximum price, period, volume and number of Service Orders established in the Service Request. Once the specified limit has been reached, further acceptance of the Service Request does not create a new Service Order. A condition of the Service Provider that goes beyond the scope of the Service Request takes effect only following a separate Acceptance by the User.

8.6. Where the Service Request states that the Service Provider or the final terms require confirmation by the User, a response to or acceptance of the Service Request by the Service Provider is of a negotiating nature and does not create a Service Order until a separate Acceptance by the User. Such a mark also applies where a specific Service Provider has been designated.

8.7. A User wishing to publish or send a notice of a need for a service without legal consequences creates a service Order with the status “Indicative” / Soft. Such an Order may be published publicly or sent to a specific User, does not permit the automatic formation of a Service Order and is used to obtain proposals and conduct negotiations. In order for a Service Order to arise, the User submits a Service Request or separately Accepts the final terms.

8.8. Prior to the formation of a Service Order, the User may withdraw or amend the Service Request, unless it is expressly designated as irrevocable. The withdrawal or amendment takes effect once recorded by the Platform and does not terminate a Service Order previously formed on the basis of the relevant Service Request.

8.9. In the Service Request, the User selects the Service Performance Mode: with or without additional performance support. In the mode with additional support, the User may expressly require insurance, escrow, Performance Security, documentary settlements, document verification, monitoring or another actually available service. In the mode without additional support, the User agrees to the formation and performance of the Service Order without such additional instruments.

8.10. Where 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 executed or confirmed, unless otherwise expressly agreed by the User. The unavailability of the selected service does not automatically switch the Service Request to the mode without additional support. Designation of the mode as “guaranteed” does not mean a guarantee of performance on the part of the Platform Operator or INBULK; the scope of protection is determined by the specific contract, policy, guarantee, escrow or other instrument.

8.11. Before the submission of a Service Request that permits the automatic formation of a Service Order, or before a separate Acceptance, the User is shown the parties, the specific Service Provider or the procedure for its determination, the role of each person, the subject matter, scope, result, place, time limits, price or the procedure for determining it, the currency, the Payer, the payment recipient, the documents, the conditions for amendment and cancellation, liability and the applicable Special Terms. The name, number, date, edition, control identifier or hash of the Special Terms are recorded in the Service Request, the Service Order or the Confirmation of acceptance of a Service Request for execution.

8.12. Prior to the Legally Significant Action that creates a Service Order, the specific legal entity of the INBULK Group and its role are unambiguously identified. Depending on the terms accepted and the territory of performance, such entity may act as an Agent, Commission Agent, Freight Forwarder, direct Service Provider, organiser of the service without representative authority, representative, attorney-in-fact, or exclusively as the Platform Operator. Each role, the scope of authority, the remuneration, the Payer, the payment recipient and the liability are specified separately. Adhesion to this Agreement does not in itself confer any such authority.

8.13. Where an INBULK entity is the Service Provider, it is liable for the service accepted; where it is an Agent — it acts on behalf of and at the expense of the User within the scope of the mandate; where it is a Commission Agent — it acts in its own name but at the expense of the User; where it is a Freight Forwarder — it is liable in accordance with the freight forwarding contract and the law; where it is an organiser — it is liable only for the organisational functions accepted.

8.14. The authority of INBULK to sign documents, agree prices, or dispose of goods, documents of title or funds arises only following express designation in the specific Service Request or Service Order and, where required, the execution of a power of attorney or a separate agreement. Search, rating, matching or automatic routing of a Service Request to a Service Provider according to the parameters determined by the User does not constitute a guarantee of its performance; the User independently selects the criteria, the Service Performance Mode and the need for additional security.

8.15. Following the formation of a Service Order, its material terms may be amended only by mutual consent. Cancellation does not release the User from payment for the services actually rendered, the agreed remuneration and documented expenses.

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

8.17. An act, report, invoice, certificate or other document on performance reproduces 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 a separate Acceptance of the relevant amendment.

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

8.19. The Platform may transmit a Nomination, documents and statuses, but the User is solely responsible for the choice of the nominated performer, for the contract with it and for the accuracy of the data.

9. Settlement support services, pricing and payments

9.1. The User may use the Settlement Support Services, the financing search and support services and other services 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. As a general rule, the Settlement Support Services and financing services are of an information technology and organisational nature. The Operator does not receive, hold, reserve or transfer Users’ funds, does not open accounts, does not carry out insurance, does not issue guarantees, does not open Letters of Credit, does not provide credit, loans, factoring or other financing and does not take decisions on financing or payment, unless the relevant role of a specific legal entity is expressly formalised through a separate lawful structure, contract and the necessary legal status.

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

9.4. Before the submission of a Service Request that permits the automatic formation of a chargeable Service Order, or before a separate Acceptance, the User is shown the identity and role of the provider, the full price or the procedure for determining it, the Agency fee, third-party costs, taxes, the Payer, the recipient, the currency, the term and procedure of payment, and the conditions for amendment, cancellation and refund.

9.5. The Operator is entitled to introduce and amend tariffs for access and for its own services, having given 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 of a Service Order already formed without a separate Acceptance by the relevant parties.

9.6. An invoice, bill or payment instruction does not amend the agreed terms and does not confirm payment. A monetary obligation is deemed performed once the funds have been credited to the proper recipient, unless the parties have agreed otherwise.

9.7. A status of “Paid”, “Payment sent” or another similar status is not an unconditional confirmation of the performance of a monetary obligation unless it is based on confirmation by a bank or a duly authorised payment provider. An invoice may reflect a sanction charged on the basis of terms agreed prior to the breach or on the basis of law, but may not itself establish a new penalty, interest, cancellation fee or other sanction.

9.8. A payment in favour of the Operator, an Agent or another INBULK entity discharges an obligation towards a third person only where the relevant entity is expressly designated as the creditor or authorised recipient.

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

9.10. The mere presence in Section 2 of definitions of escrow, Security, Letter of Credit or insurance, or the mention of financing, does not mean that the corresponding service has been launched. Such service applies only subject to its actual availability in the region, disclosure of the Third-Party Provider or of the specific INBULK legal entity and its role, provision of the Special Terms and performance by the User of the prescribed Legally Significant Action.

9.11. Prior to a Legally Significant Action in respect of the relevant service, the User is shown the parties and their roles, the amount, currency, tariffs, fees, time limits, documents, the conditions of opening, issuance, utilisation, release of funds or effecting of payment, the refund procedure, the security, default and challenge procedures, liability, the applicable law, the dispute resolution procedure, the consequences of insolvency of the person engaged and the data processing rules.

9.11.1. Escrow Settlement Service

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

9.11.2. Performance Security Service

The Platform may enable the agreement of the Security Terms, the uploading of documents, the monitoring of time limits and the preparation of draft applications. The Security Issuer independently issues, confirms, amends and terminates the Security and takes decisions on a Demand. INBULK does not confirm the validity of the Security or the solvency or authority of the Issuer without a separately ordered verification, and does not guarantee that payment will be made.

9.11.3. Documentary Settlement Service

The Platform may enable the agreement and recording of the Terms of the Letter of Credit, the generation of draft documents, the exchange of documents, the tracking of time limits and the receipt of notices. The Issuing Bank and other banks involved independently open, advise, confirm and honour the Letter of Credit, examine the Presentation, establish Discrepancies and take decisions on payment or refusal of payment. INBULK does not carry out a bank examination of documents within the meaning of the UCP, eUCP or ISP98.

9.11.4. Insurance Support Service

The Platform may enable the recording of the Insurance Terms, the storage of policies and certificates, the monitoring of the time limits for notification and for submission of a Claim, as well as the generation of draft documents. The Insurer independently assesses the risk, determines the cover, issues the insurance document, determines the occurrence of an insured event and takes the decision on payment. The User or the Loss Payee submits the Claim independently, unless expressly provided otherwise by a separate agency authority; INBULK does not guarantee payment of insurance indemnity.

9.11.5. Service for the search, arrangement and support of financing

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

The Platform or an expressly designated INBULK legal entity may enable the preparation of a financing application, the collection and structuring of documents, the search for and matching of the User with potential Financing Partners, the transmission of the application and documents with the User’s authorisation, the coordination of communication, the display of indicative offers, document flow and status monitoring. Such service does not in itself constitute financial advice, approval of financing, a guarantee of obtaining it or an undertaking by any person to provide funds.

The Financing Partner independently carries out KYC/KYB and credit, legal and financial analysis, determines the permissible structure, amount, currency, term, price, security and other terms, and is entitled to refuse financing or to change indicative terms until a separate agreement is concluded. A rating, score, forecast or recommendation of the Platform is of an informational nature and does not constitute a guarantee of the Financing Partner’s decision.

The direct provision of financing by a specific INBULK legal entity or by a Third-Party Provider is permitted only after it has been expressly designated as the lender, financing party or other appropriate participant, its entitlement to carry out the relevant type of activity has been confirmed and a separate financing agreement has been concluded. Prior to the transfer of funds, such agreement must specify the amount, currency, term, purpose, interest, discount, fees and other total cost, the conditions of disbursement and repayment, early repayment, security, events of default, taxes, the applicable law and the dispute resolution procedure.

Financing funds are transferred directly by the Financing Partner to the User, the seller, the supplier, the Service Provider or another expressly designated 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 appropriate status and contractual regime has been established for that purpose.

10. Third-party providers, external data and continuity

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

10.2. The terms of a Third-Party Provider apply where they are made available prior to the relevant Legally Significant Action and their separate acceptance is required. Integration does not mean that the Operator controls the provider or guarantees its decisions.

10.3. Data from external registers and services are displayed to the extent available and do not replace an official document or independent verification. The Operator does not guarantee the absolute completeness and currency of data from an independent source, but is liable for its own culpable distortion or incorrect transmission thereof.

10.4. Where an external service is unavailable, an incomplete operation must not be displayed as successful. Where technically possible, the Platform notifies the User of the unavailability, retains the status and time of the attempt, and provides the possibility of re-execution or an available alternative method. A repeated attempt does not create a repeated legal or payment consequence.

10.5. The transfer of data to a Third-Party Provider is carried out to the extent necessary for the relevant service, transaction, security, compliance or fulfilment of the law, in accordance with the Privacy Policy and, where necessary, a DPA.

11. Rights, obligations and response measures

11.1. The User has the right to use the functionality actually available, to receive documents and information, to manage its Authorised Users, to create and Accept Orders, to conclude Businesses, to sign Contracts, to form Service Orders and to use other available services.

11.2. The User is obliged to: ● comply with the legislation, the Agreement, the applicable Terms of Use and the accepted terms of specific

transactions; ● provide accurate and up-to-date data and ensure the lawfulness of their origin; ● ensure the proper authority of Authorised Users and Signatories; ● not create fictitious Orders, Service Requests, Nominations, accounts or other misleading information; ● not use the Platform for fraud, circumvention of sanctions, money laundering, infringement of

third-party rights or other unlawful activity; ● duly perform Businesses, Contracts and Service Orders; ● independently discharge tax, customs, currency, sanctions, licensing and other obligations; ● protect the means of access and revoke Rights in a timely manner.

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

11.4. The Operator has the right to request documents, to change and develop the functionality, to carry out technical works, to restrict particular actions, to suspend or block an Account, to hide unlawful content, to change the Accreditation Status and to comply with lawful requests of competent authorities.

11.5. Measures are applied proportionately to the risk. Unless prohibited by law or by security measures, the User is notified of the grounds and of the available procedure for challenge.

11.6. Blocking does not terminate previously concluded Businesses, Contracts or Service Orders. The User retains access to the 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. The User-company ensures that there are lawful grounds for the transfer of the data of its employees, representatives, drivers and other individuals and duly informs them.

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

12.3. The Parties use confidential information only for the purposes of the Agreement and of transactions, disclose it to persons on a need-to-know basis and apply reasonable protective measures. This obligation applies during the term of the Agreement and for three years after its termination, and in respect of trade secrets and data subject to a special regime — for the period of their protection.

12.4. The confidentiality obligation does not extend to information that is lawfully publicly available; was lawfully in the possession of the recipient prior to disclosure; was lawfully obtained from a third party without an obligation of non-disclosure; was independently developed without the use of the information received; or is subject to mandatory disclosure under the law, a court decision or a lawful request of a competent authority. In the event of mandatory disclosure, the recipient shall, unless prohibited, notify the relevant party in advance and limit the disclosure to the minimum necessary scope.

12.5. The Operator holds rights sufficient for the operation of the Platform. The User is granted a limited, non-exclusive and non-transferable right to use it in its own business activity. Rights to the software, brand, design, databases and documentation are not transferred.

12.6. The User retains the rights to its documents and data and grants the Operator the right to technically process, store and transfer them to the extent necessary for the operation of the Platform, for transactions, security, compliance and fulfilment of the law.

12.7. The AI Assistant generates information and drafts but cannot independently create a Legally Significant Action. The result acquires legal significance only after separate review and confirmation by a duly authorised Authorised User.

12.8. AI providers, the rules on the use of data, retention periods, prohibited categories of information and other restrictions are determined by the Terms and the Privacy Policy. The User must not input data the disclosure of which is not permitted or is not necessary for the relevant function.

13. Liability and force majeure

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

13.2. The User is liable for its Authorised Users, for the Rights granted to them, for the means of access, for the accuracy of data, for the lawfulness of instructions, for the lawfulness of the goods and funds and for the timely termination of access.

13.3. Where the Operator acts solely as the operator of a digital environment, it is not liable for performance by a counterparty, for the quality of the goods, for the result achieved by an independent Service Provider, for the decision of a bank, Escrow Agent, Security Issuer, Insurer, register or other Third-Party Provider, or for the commercial expediency of the transaction. The User’s choice of a mode with or without additional security does not change this allocation of liability; the rights under a specific instrument are determined by its terms.

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 of authority and breach of confidentiality, information security or personal data protection, within the limits of the applicable law.

13.5. Unless otherwise established by mandatory law or by the Special Terms, only direct documented losses in immediate causal connection are compensated. The Operator is not liable for lost profit, market changes, loss of financing, loss of a business opportunity or other indirect losses.

13.6. The aggregate liability of the Operator acting solely as the operator of the Platform in respect of the claims of one User within twelve months shall not exceed the amount of the fees actually paid by that User to the Operator for the directly related service during the preceding twelve months. For functionality provided free of charge, the aggregate liability shall not exceed UAH 100,000 (one hundred thousand hryvnias). For another role of INBULK, a separate limit may be established by the accepted terms of the relevant service.

13.7. The limitations do not apply to wilful misconduct, fraud, knowingly false information, misuse of funds, harm to life or health and other cases where such limitation is prohibited by law.

13.8. A Party is released from liability to the extent that it proves that the breach was directly caused by an extraordinary and unavoidable circumstance beyond its reasonable control that arose after the obligation was assumed and objectively made performance impossible.

13.9. A circumstance that existed and was, or ought reasonably to have been, known to the Party at the time the obligation was assumed does not in itself constitute force majeure. New unforeseeable consequences of a known general situation may be recognised as force majeure only provided that 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 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 payments that fell due before it arose.

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

14.1. The Agreement enters into force at the moment determined by clause 1.3 and is concluded for an indefinite term.

14.2. The User may initiate termination through the function provided or through a confirmed channel. The Operator verifies the authority of the applicant and notifies of open Businesses, Contracts, Service Orders, payments and claims.

14.3. Following confirmation of the request, the Account may be transferred to the status “Closing”. In such status new transactions may be blocked, but the User retains access to the documents, settlements, claims and actions necessary for the completion, termination or proper transfer of open obligations, as well as the possibility to obtain and export the available documents and data.

14.4. Final closure of the Account is effected after the completion, termination or proper transfer of open transactions and the settlement of outstanding obligations, unless otherwise required by law, sanctions restrictions or security measures.

14.5. The Operator may terminate the Agreement in the absence of any breach by the User, upon not less than 30 calendar days’ notice. Immediate restriction or termination is permitted in the event of a material breach, fraud, sanctions risk, compromise, threat to security or a requirement of law.

14.6. Termination, blocking or closure does not annul previously concluded Businesses, Contracts, Service Orders, financial security, settlements, confidentiality, liability or the dispute resolution procedure.

14.7. Closure of the Account or a deletion request does not result in the deletion of electronic originals, previous editions of documents, the Signing Evidence Record, system logs and other evidence the retention of which is necessary under the law, for the performance of contracts, for compliance, for fraud prevention or for the establishment, exercise or defence of rights. Upon expiry of the relevant periods, the data are deleted, destroyed or anonymised, unless further retention is required by law or by an evidence preservation regime in connection with a dispute or investigation.

14.8. A new edition of the Agreement applies to a particular User only following a new Signing of the Application or another express confirmation that makes it possible to establish the person and the edition. Silence or continued use without such confirmation does not constitute acceptance.

14.9. Pending acceptance of a new edition, the Operator may restrict the creation of new transactions while retaining access to open obligations. A new edition does not amend previously concluded transactions without the consent of their parties or a mandatory requirement of law.

14.10. Material amendments to the Terms apply to new transactions following notification and, where necessary, express acceptance. Technical, editorial and organisational amendments may apply following notification. The Terms do not amend previously concluded transactions.

15. Notices, applicable law, disputes and details

15.1. Legally significant notices are sent through the Account, a confirmed email address or another agreed channel. A notice in the Account is deemed delivered from the moment it becomes available to the User and the corresponding system event is recorded; a notice by email — from the moment of the recorded acceptance of the message by the addressee’s mail server, provided that the sender has not received a delivery failure notification.

15.2. For notices concerning compromise, a change of bank details, the disposal of funds or termination of the Agreement, enhanced verification of identity and authority may be required. An ordinary electronic message does not constitute a message sent using a qualified electronic registered delivery trust service unless such service was in fact used.

15.3. Unless otherwise specified, time periods are calculated according to Kyiv time. For system events, UTC may be retained with local time displayed.

15.4. This Agreement is governed by the legislation of Ukraine. In the cases in which this is permitted by the applicable law, the parties to a particular Business, Contract, Service Order or relationship with another INBULK legal entity may expressly agree a different applicable law and method of dispute resolution.

15.5. A dispute between the Operator and the User is first resolved by way of a written or electronic claim. The party that has received the claim shall provide a response within 15 (fifteen) business days, unless another period is established by the applicable terms. The absence of a response does not constitute an admission of the claim. If the dispute is not settled, it shall be considered by the competent court in accordance with the rules of jurisdiction or by arbitration under a valid arbitration agreement.

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

15.7. The invalidity of an individual provision does not affect the remainder of the Agreement. Failure to exercise a right does not constitute a waiver of it. Headings are used for convenience.

15.8. A reference in this Agreement to legislation or a regulatory act means the relevant edition applicable to the specific legal relationship, including amendments and acts that have replaced it.

A reference to Incoterms, GAFTA, FOSFA or other standard forms, rules or industry standards means exclusively the specific edition, name, number and, where available, date expressly specified in the final terms of the relevant Business, Contract or Service Order. A subsequent amendment of such standard or rules does not amend a transaction already concluded without separate agreement by its parties.

15.9. The Agreement is drawn up in the Ukrainian language. For a localised edition, the language having prevailing legal force is determined prior to Signing. Unless otherwise specified, the Ukrainian text shall prevail.

15.10. Details of the Operator: LLC “INBULK.COM”, EDRPOU code 46091188; 4 Mykhaila Hryshka Str., Kyiv, 02072, Ukraine; [email protected]; +380 75 705 35 35; website — inbulk.com. Current payment details are specified only in a duly issued invoice, Service Order or payment instruction.

15.11. The identification data of the User, of the Signatory and the method of adhesion are specified in the Application and in the Account. A subsequent change to the profile does not in itself amend this Agreement, a previously concluded Business, Contract or Service Order, or the details recorded therein. A duly confirmed change of contact details applies to future notices from the moment of its verification by the Platform.

Details of the Parties

Appendix 1 — Statement of Accession

to the Accession Agreement for the INBULK.COM online platform

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

The User joining the INBULK.COM online platform and acting lawfully in connection with its business or professional activities, represented by a duly authorised Signatory, by signing this Statement with a qualified electronic signature, enters into the Accession Agreement for the INBULK.COM online platform (the Agreement) with INBULK.COM LIMITED LIABILITY COMPANY, Ukrainian company registration code 46091188 (the Platform Operator), pursuant to Article 634 of the Civil Code of Ukraine by acceding to all terms of the Agreement in their entirety.

At the same time as entering into the Agreement, the User accepts in full the INBULK.COM Platform Terms of Use and the Privacy Policy in the versions identified in this Statement.

The User may not propose its own terms to the Agreement. If the User disagrees with the content or form of the Agreement, the Terms of Use, the Privacy Policy or any provision thereof, the User may refuse to sign this Statement. The Agreement, the Terms of Use and the Privacy Policy are published on the official INBULK.COM website and/or provided to the User electronically before this Statement is signed.

1. User information

• 1.1. Full legal name / full name of the individual entrepreneur
• 1.2. Legal form
• 1.3. Company registration number / Ukrainian company code
• 1.4. Country and law of registration
• 1.5. Registered address
• 1.6. User email address
• 1.7. Tax number / VAT number, if applicable

2. Information about the person authorised to sign this Statement on behalf of the User (the Signatory)

• 2.1. Full name of the Signatory
• 2.2. Position of the Signatory
• 2.3. Signatory email address

3. Information about the documents accepted by the User

• 3.1. Accession Agreement: version number and date; Agreement control identifier / hash; link to the electronic copy of the Agreement
• 3.2. Terms of Use: version number and date; Terms of Use control identifier / hash; link — https://help.inbulk.com/terms 
• 3.3. Privacy Policy: version number and date; Privacy Policy control identifier / hash; link — https://help.inbulk.com/privacy-policy 

4. By signing this Statement, the User confirms and represents that

4.1. before signing this Statement, it was given an opportunity to review the full texts of the Agreement, the Terms of Use and the Privacy Policy in the versions specified in Section 3 of this Statement;

4.2. it fully understands the content of the Agreement, the Terms of Use and the Privacy Policy, the meaning of the terms used therein and the legal consequences of their acceptance;

4.3. its intention to enter into the Agreement and to accept the Terms of Use and the Privacy Policy by acceding to them in full is free, informed, complete and unconditional;

4.4. the Signatory is duly authorised to act on behalf of the User, sign this Statement, enter into the Agreement and accept the Terms of Use and the Privacy Policy, and all required corporate approvals and permissions, if any, have been obtained;

4.5. the information stated in this Statement and in the User Account is complete, true and up to date;

4.6. it agrees to electronic interaction and to the creation, sending, receipt, signing, storage and use of electronic documents and system records in the manner provided by the Agreement;

4.7. it accepts the Privacy Policy and confirms receipt of the information on personal data processing provided therein; in respect of the personal data of the Signatory, employees and other representatives, the User confirms that it has lawful grounds for transferring such data to the Platform Operator;

4.8. it understands that signing this Statement does not by itself create any specific trade Transaction, Platform Order, payment obligation, mandate or authority of representation; such rights and obligations arise only after a separate legally significant action is performed in the manner established by the Agreement;

4.9. it agrees that the date and time of signing, the versions of the accepted documents, qualified electronic signature data, signature validation results, document control identifiers and relevant system logs may be used to establish the fact, content and time of accession.

5. Electronic signing information

• 5.1. Date and time of signing, including time zone
• 5.2. Electronic signing method
• 5.3. Certificate details / signature identifier
• 5.4. Signature and certificate validity check result
• 5.5. Control identifier of the signed Statement