Terms of Use of the INBULK.COM Platform

1. General provisions

1.1. These Terms govern the technical and organisational procedure for using the Platform. Defined terms used in these Terms have the meanings given in section 19. The list of Accession Agreements by country is available at: https://help.inbulk.com/accession-treaty 

1.2. The Terms are not a separate means of acceding to the Agreement. Registration, viewing a page or continued use do not replace signing the Adhesion Application.

1.3. In the event of a conflict with the Agreement, the Agreement prevails. Businesses, Service Orders, Auctions and individual services are also subject to the identified terms of the relevant transaction.

1.3.1. The editions in force of the documents governing the use of the Platform are available at the following addresses:

• Terms of Use of the INBULK.COM Platform — https://help.inbulk.com/terms 
• Platform policies — https://help.inbulk.com/policies 

1.3.2. Other documents, Special Terms and the terms of individual transactions are published on the Platform in the relevant sections and/or in the INBULK.COM Register of Legal Documents (https://help.inbulk.com/legal-documents ). The Register contains the name of the document, its code, edition number, date of entry into force and a link to the edition in force. Where a document applies to a specific Legally Significant Action or transaction, the Platform enables the User to review it before performing that action.

1.4. Functional and training documentation is for reference only. The names of buttons, fields and statuses may change without changing their legal meaning, provided that the consequences of a Legally Significant Action are unambiguously shown to the User before it is performed.

1.4.1. Before the final confirmation of a Legally Significant Action, the Platform gives the User the opportunity to review the principal terms of that action and the data entered, to correct them or to return to the previous step without performing that action. The button, command or other means of final confirmation must unambiguously reflect the legal consequence of the action concerned.

1.5. Each edition of these Terms has its own edition number and date. The edition of the Terms in force is published on the Platform. From the date on which a new edition enters into force, the previous edition ceases to apply to new actions and transactions, unless otherwise provided by the Agreement. The Operator maintains an archive of previous editions of the Terms containing the edition number and the date of its entry into force.

1.6. These Terms are binding:

• on the User company — from the moment the Statement of Accession is signed by a duly authorised Signatory;
• on an Authorised User — from the moment they accept these Terms when creating an account, as regards their own obligations set out in clauses 2.6 to 2.9 of these Terms.

1.6.1. An Authorised User accepts these Terms in their own name, and such acceptance does not make them a party to the Accession Agreement. An Authorised User does not assume, and is not personally liable for, the commercial obligations of the User company under Businesses, Contracts, Service Orders or other operations. The liability of the User company for the acts of its Authorised Users is determined by the Agreement.

1.6.2. Acceptance of these Terms is not, and does not replace, consent to the processing of personal data. The legal bases for processing are set out in the Privacy Policy. Before an account is created, an Authorised User is given the opportunity to review the edition of the Privacy Policy in force.

2. Access, registration and Account

2.1. Before the conclusion of the Agreement, limited access may be granted for registration, completion of a profile, uploading of documents, Accreditation, Verification, creation of drafts and familiarisation with the functionality.

2.2. The User-company creates one or more Accounts only in the cases provided for by the Platform. The creation of fictitious, duplicate or misleading accounts is prohibited.

2.3. Registration data must be complete, accurate and up to date. Changes are made without undue delay and within the period established by the Agreement.

2.4. The Operator may send email, telephone or domain confirmations, invitations to a company or other verification messages. An invitation has a limited validity period and may not be transferred to another person.

2.5. The User is responsible for the confidentiality of logins, passwords, OTPs, keys, devices and other individual means of access. Transferring individual means of access or of signature to another person is prohibited. If compromise is suspected, access is immediately blocked or changed and the Operator is notified.

2.5.1. The Operator has the right to require multi-factor authentication (MFA), re-authentication or additional confirmation by another authorised person (Second Approval) for individual actions with an increased level of risk, in particular the publication of an Irrevocable Order (Firm), Acceptance, the submission of a Bid, the signing of a document, a change of bank details or of access rights.

2.5.2. Until the relevant confirmation procedure has been successfully completed, the Platform does not complete or record such an action as a Legally Significant one.

2.6. An Authorised User uses their individual means of access personally. Transferring a login, password, one-time code (OTP), electronic signature key or other individual means of access to another person is not permitted, including to another Authorised User of the same User company.

2.7. An Authorised User notifies the Platform Operator and the User company without undue delay of the loss, disclosure or suspected compromise of their means of access, and of any actions in the Account that they did not perform.

2.8. An Authorised User does not circumvent, and does not attempt to circumvent, the authentication mechanisms, the limits of the rights granted to them, operation limits or other technical controls established by the Platform.

2.9. Once their authority to act on behalf of the User company ends, an Authorised User ceases to use the Account. Timely revocation of access is ensured by the User company.

3. Accreditation and Verification

3.1. Accreditation of a User-company and Verification of an Authorised User are separate procedures. The procedure for carrying them out, the criteria, statuses, time limits, re-checks, the grounds for restricting, suspending or revoking a status and the appeal procedure are defined by the INBULK.COM Accreditation and Verification Policy, the edition in force of which is available at: https://help.inbulk.com/en/policies/accreditation 

3.2. The Operator may request registration, constituent, licensing, corporate, banking and other documents, as well as information about directors, representatives, beneficial owners and types of activity.

3.3. Until the check is completed, the publication of a Firm Order, Acceptance, Bids, Signing, changes of details, Service Requests that allow the automatic formation of a Service Order and other risk-bearing functions may be restricted.

3.4. Accreditation or verification status is not a guarantee of solvency, good faith, availability of goods, quality of a service or performance.

4. Employees, roles and rights

4.1. The User’s authorised administrator may invite employees and representatives and assign technical roles, access rights and individual Rights to Perform Legally Significant Actions.

4.2. Technical permissions to view, create or edit do not confer the right to conclude Businesses, form Service Orders, sign documents, change details or dispose of goods or funds.

4.3. Rights may be limited by amount, quantity, type of transaction, counterparty, time period, territory and by a requirement of additional confirmation by another authorised person.

4.4. Role templates are a configuration tool and do not replace verification of authority. The User regularly reviews access rights and immediately deactivates persons whose authority has ceased.

4.5. Deactivation does not delete the history of actions, Businesses, Service Orders or documents. Open transactions are transferred to another authorised employee.

5. Orders, trading and Business

5.1. An Order may be Indicative (Soft) or Irrevocable (Firm) and may be public or a Direct Order. The status and validity period of an Order are displayed before it is published or sent.

5.2. An Indicative Order (Soft) is used to explore demand, obtain proposals and negotiate and does not create an obligation to conclude a Business.

5.3. An Irrevocable Order (Firm) and a Counter Order are irrevocable during their validity period. Before they are sent, the User is shown all material terms, documents and the legal consequence of Acceptance.

5.4. A change to a material term creates a new edition of the Order. The previous edition, if not accepted, ceases to be capable of Acceptance.

5.5. Acceptance of an Irrevocable Order (Firm) or of a Counter Order creates a Business in accordance with the Agreement. The Platform generates the Business Confirmation and the Contract.

5.5.1. After Acceptance, the Platform creates a Business Confirmation reflecting the principal agreed commercial terms and the data on the recorded Acceptance, in particular the edition of the Accepted Order, the date, the time, the method of Acceptance and the identifier of the system event. The Business Confirmation confirms an already concluded Business, does not alter its terms and is available to the parties for retention.

5.5.2. To document an already concluded Business, the Platform generates or makes available to the parties a Contract. The parties sign it within three business days after the conclusion of the Business; if a technically correct Contract became available later, that period runs from the moment it became available.

5.5.3. The Contract reproduces the terms of the Business agreed by the parties and may incorporate rules or standard forms expressly chosen by the parties, in particular Incoterms® 2020, GAFTA, FOSFA or another specified standard. The applicable form or rules are identified by name, number, edition and, where available, date. The generation or signing of the Contract is not used to renegotiate or unilaterally change terms already Accepted.

5.5.4. The list of agreements, supplementary agreements, templates, standard forms and rules available on the Platform is published in the “Contracts” section: https://help.inbulk.com/contracts 

5.5.5. If a generated Contract does not technically or textually correspond to the terms of the Business, the party notifies this without undue delay. A correction may only bring the Contract into conformity with the Accepted Order and does not reopen negotiation of the commercial terms.

5.5.6. An unjustified refusal to sign the Contract, evasion of signing or a delay of more than three business days is considered a material breach of the Business, but does not terminate the Business already concluded and does not release the parties from performing it. The other party may demand proper execution and performance, compensation for direct losses and the application of agreed or statutory sanctions. The Operator is entitled to record such a breach and temporarily restrict the creation of new legally binding Orders until it is remedied, without deciding the dispute between the parties on the merits.

5.6. A chat message, an attachment, a preliminary selection or clicking a general button does not constitute Acceptance unless the separate procedure for a Legally Significant Action has been completed.

6. Auctions, Tenders and Auto-Bidding

6.1. The general procedure for conducting Auctions and Tenders is set out in this section. The specific terms of the relevant Auction or Tender are available to the participant before a Bid is submitted and may not conflict with the Accession Agreement to which the User has acceded.

6.2. Before the start, the subject matter, admission criteria, the price or the procedure for its formation, the increment, the time period, whether Bids are binding, the criteria for determining the winner, the moment obligations arise and the procedure in the event of a failure are displayed.

6.2.1. Before a Bid is submitted, the Platform displays to the participant the legal consequences of winning the specific Auction or Tender.

6.2.2. If the rules of the specific Auction or Tender provide for the automatic conclusion of a Business, such Business arises at the moment determined by those rules.

6.2.3. If automatic conclusion of a Business is not provided for, an Irrevocable Order (Firm) or a Counter Order is generated on the results of the Auction or Tender, and the Business arises upon its Acceptance.

6.2.4. A Bid is irrevocable during its validity period, unless the rules of the relevant Auction or Tender expressly provide otherwise.

6.3. Auto-Bidding operates only within the signed or confirmed parameters. A change of parameters does not cancel Bids already submitted.

6.3.1. After an Auction has started, its material terms are not changed. If such terms need to be adjusted, the current Auction is terminated and a new edition is created; Bids submitted earlier are not carried over to it without the participant’s separate confirmation.

7. Service Requests and Service Orders

7.1. Submitting a Service Request is a Legally Significant Action within the limits of the consequences displayed before it is submitted.

7.2. A Service Request specifies the type, volume and result of the service, the Service Provider or the criteria for determining it, the price or limit, the time limits, the documents, the validity period, the maximum number of Service Orders, the mode of performance of the service and whether final confirmation is required.

7.3. If a Service Request does not contain a final-confirmation flag, a Service Order may be formed without repeated Acceptance after it is accepted by a Service Provider or an automated service within the parameters of the Service Request.

7.4. If the Service Request requires final confirmation, or the terms go beyond its parameters, a Service Order arises only after separate Acceptance.

7.5. For a communication without legal consequences, an Indicative Order (Soft Order) for a service is created. It may be public or addressed and does not allow a Service Order to be formed automatically.

7.6. The User may choose a mode with or without additional security. Marking an option in the interface as “guaranteed” means solely the use of a specific insurance, escrow, security or other expressly stated instrument and does not in itself mean that a guarantee is provided by INBULK. Where such a guarantee is provided by a third party or by a separate INBULK legal entity, its provider and the terms of that guarantee are determined separately for the relevant transaction.

7.7. The unavailability of a chosen mandatory security does not automatically switch the Service Request to a mode without security.

7.8. Before a Service Order is formed, the User may amend or withdraw the Service Request unless it is expressly designated as irrevocable. An amendment or withdrawal takes effect once recorded by the Platform and does not terminate a Service Order that has already been formed.

7.9. Before the action resulting in the formation of a Service Order, the User is shown its principal terms, in particular: the identity and role of the provider or the procedure for determining it, the subject matter and volume of the service, the time limits, the full price or the procedure for determining it, the Agency Fee, third-party costs, taxes, the Payer, the payee, the currency, the term and procedure of payment, the conditions for amendment, cancellation and refund, and the applicable Special Terms.

7.10. If a legal entity of the INBULK Group takes part in providing the service, that legal entity and its specific role in the relevant transaction are displayed to the User before the Service Order is formed. Depending on the agreed terms, INBULK may act as Agent, Commission Agent, Freight Forwarder, Service Provider, Organiser or solely as the Platform Operator.

7.11. The powers and liability of INBULK are determined exclusively by its role in the specific Service Order. Accession to the Agreement in itself does not give INBULK the right to act on behalf of the User or to dispose of goods, documents or funds without separately defined authority.

7.12. After a Service Order has been formed, its material terms may be changed only with the consent of the relevant parties. Cancellation of a Service Order does not release a party from paying for services actually rendered, the agreed remuneration and documented expenses.

7.13. Where a particular service or function of the Platform is provided with the involvement of a third-party provider, its status, role, scope of liability and the applicable terms are determined in accordance with the Accession Agreement to which the User has acceded and, where applicable, by the terms of the relevant service or transaction. The mere fact of technical integration of such a service with the Platform does not change the role of the Operator as defined by the Agreement.

8. Nominations

8.1. A Nomination is used to designate a Service Provider that the User has independently chosen to perform the relevant service within a Business.

8.2. A Nomination is not an INBULK Service Order, does not create agency or representation relations between the User and the Platform Operator and does not make the Operator a party to the contract between the User and the nominated Service Provider.

8.3. The Platform may enable the transmission of a Nomination to the nominated Service Provider, the transfer of related documents and the display of the relevant statuses.

8.4. If a Nomination requires confirmation by the nominated Service Provider, the absence of a reply or other silence is not deemed acceptance of the Nomination.

8.5. The User is solely responsible for the choice of the nominated Service Provider, for having the necessary contractual relations with it and for the accuracy of the data stated in the Nomination.

9. Documents, signing and evidence

9.1. Signing and the evidentiary framework are governed by the Accession Agreement to which the User has acceded, by this section and by the Electronic Signature Policy, the edition in force of which is available at: https://help.inbulk.com/en/policies/electronic-signature 

9.2. A draft document, an electronic copy, a scan, an operational status, GPS data, a photograph or a manual record have effect to the extent determined by the Agreement and the relevant transaction.

9.3. Each edition of a document has an identifier; replacement does not delete the previous edition or the related evidence.

9.4. The User retains available documents independently. The Operator provides access and storage for the periods determined by the applicable Policies, the Agreement and the law.

10. Bank details and payments

10.1. Bank details are added or changed only by an authorised person through an enhanced procedure. A format check of an IBAN does not confirm that the account belongs to a particular person.

10.2. Details in a transaction already formed do not change automatically when the profile is changed. Where necessary, the party confirms the new details within the transaction itself.

10.3. The system status of a payment has effect according to its source. Final discharge of a monetary obligation is determined by the Agreement and the terms of the transaction.

10.3.1. An invoice, bill or payment instruction does not in itself change the agreed terms of a transaction and does not confirm that payment has been made. Unless the parties have agreed otherwise, a monetary obligation is deemed performed once the funds have been credited to the proper payee.

10.3.2. Where a payment is to be made in favour of a third party, transferring funds to the Platform Operator is deemed proper payment only where the Platform Operator is expressly authorised to accept such a payment.

10.4. The Platform Operator is not a bank, a payment institution, an electronic money issuer, an insurer or any other financial institution and does not provide payment or financial services. Where a payment, escrow, security, insurance, financing or other financial service is provided by a third party, that service is provided on the basis of the User’s separate relations with the relevant provider and on that provider’s terms. The display of the status of such a service on the Platform is informational and does not confirm performance of a monetary obligation beyond the limits set out in clause 10.3.1 of these Terms.

10.5. The Platform Operator’s fees for access to the Platform and its functionality are set out in the INBULK.COM Tariffs: https://help.inbulk.com/tariffs . The cost of services provided by Contractors, Third-Party Providers and legal entities of the INBULK Group is not established by the Tariffs and is determined individually for each Service Request or Service Order in accordance with the Agreement.

11. Notices, chat and communication

11.1. The Platform may send the User system, operational, security and contractual notices through the Account, email, SMS, push notifications or another available communication channel.

11.1.1. The User must keep up to date the contact data and communication channels needed to receive notices relating to the security of the Account, to the performance and execution of transactions and to the fulfilment of open obligations. The User may not fully opt out of receiving such notices while its Account is active or while relevant open obligations exist.

11.1.2. Marketing and other commercial electronic communications are sent separately in accordance with the requirements of applicable law. The User is given the opportunity to opt out of receiving them.

11.2. Legally significant notices are determined by the Agreement. An ordinary chat message does not change a Business or a Service Order.

11.3. The User does not post in chat any unlawful materials, malicious files, personal data without a legal basis, payment secrets, passwords or keys.

12. AI assistant

12.1. The AI assistant may provide information and explanations, perform searches and data analysis and generate drafts of texts, documents or other materials. The results produced by the AI assistant are auxiliary. The AI assistant does not perform Legally Significant Actions without separate confirmation by an authorised User.

12.2. The User must verify the result generated by the AI assistant before using it in trading, documents, calculations, finance, logistics, compliance or for performing other significant actions. The User decides independently whether to use such a result.

12.3. The User must not provide the AI assistant with information to which access, or the processing of which, is prohibited by law, by the Agreement, by the terms of the relevant transaction or by the applicable Platform policies.

12.4. The detailed terms of use of the AI assistant, of data processing and of the use of the relevant AI services are defined by the Artificial Intelligence Policy, the edition in force of which is available at https://help.inbulk.com/en/policies/ai , and by other applicable Platform policies: https://help.inbulk.com/policies 

12.5. The Platform makes it possible to distinguish unambiguously materials generated by the AI assistant from official system statuses, documents, Operator notices and actions of other Users. Material generated by the AI assistant is not in itself a Legally Significant Action, a confirmation of status, a decision of the Operator or an expression of will of another User.

13. Acceptable use

13.1. In using the Platform, the User undertakes:

• to comply with the law, the Agreement, these Terms and the terms of transactions;
• not to create fictitious Orders, Service Requests, Bids, Nominations, accounts or documents;
• not to impersonate another person or use another person’s means of access or signature;
• not to manipulate trading, ratings, statuses, algorithms or limits;
• not to carry out scraping, automated collection, reverse engineering or circumvention of restrictions without written permission;
• not to upload malware, overload the infrastructure or test vulnerabilities without agreement;
• not to use the Platform for fraud, circumvention of sanctions, money laundering, unlawful trade or infringement of third-party rights;
• not to send spam, bulk unsolicited messages or misleading advertising;
• not to submit an Irrevocable Order (Firm), an irrevocable Counter Order or an irrevocable Bid knowingly without a genuine intention to perform the obligations that may arise as a result of that action.

14. Content, data and intellectual property

14.1. The User retains the rights to its own content and warrants that it is entitled to post and transfer it.

14.2. The User has access to the data of its own profile, documents and transactions within the functionality of the Platform, its access rights, the rights of other persons and the requirements of the law.

14.3. The User has no right to access the data of other users, counterparties or transactions without a proper legal or contractual basis.

14.4. Data may be transferred to counterparties, Service Providers and other persons involved within the limits of the relevant transaction, the authority granted, the applicable terms and the requirements of the law.

14.5. Rights to the software, database structure, design, trade marks, methodologies and documentation are not transferred.

15. Availability, support and changes

15.1. The Operator may carry out planned and emergency works and change the interface, functionality and technical requirements without retrospectively changing rights and obligations already formed.

15.2. Technical support is provided through the available channels. Response time is indicative unless another SLA has been separately agreed.

15.3. Errors should be described stating the company, the user, the time, the module, the event ID and screenshots, without disclosing a password or a private key.

15.3.1. If an external or integrated service is temporarily unavailable, an incomplete transaction is not displayed as successfully completed. Where technically possible, the Platform notifies the User of the failure, retains the status and time of the attempt and offers to repeat the action or to use an available alternative method. Repeating the same action must not create a duplicate legal or payment consequence.

16. Restrictions, blocking and appeals

16.1. The Operator may apply proportionate measures in the event of a breach, fraud, sanctions risk, inaccurate documents, compromise, a technical threat or a lawful demand.

16.2. Unless prohibited by law and unless it creates a threat to security, compliance, an investigation or the rights of third parties, the User is informed of the ground for the measure applied, its scope, the date it takes effect, the approximate period or the conditions for its termination, the available ways of remedying the breach and the appeal procedure.

16.2.1. The User has the right to appeal, free of charge, against blocking, a restriction of access or another material measure through the channel provided by the Platform.

16.2.2. An appeal is considered by an authorised person taking into account the explanations and evidence provided by the User. A decision on such an appeal must not be based solely on an automated decision where the measure concerned materially affects the User’s ability to carry out transactions or to perform open obligations.

16.2.3. Filing an appeal does not in itself suspend the measure applied unless the Operator determines otherwise. If the measure is cancelled or changed, the Operator restores the relevant access or status without undue delay within the limits of the decision taken.

16.3. Blocking does not cancel open Businesses, Contracts or Service Orders and must not unnecessarily deprive the User of access to documents and actions needed to complete them.

16.3.1. The User may initiate termination of the use of the Platform through the function provided or a confirmed communication channel. Before processing such a request, the Operator verifies the applicant’s authority and informs it of any open Businesses, Contracts, Service Orders, payments and claims.

16.3.2. After the request is confirmed, the Account may be given the status “Closing”. In that status, the creation of new transactions may be restricted; however, the User retains access to the documents, settlements, claims and actions needed to complete, terminate or duly transfer open obligations, as well as to the available export of documents and data.

16.3.3. The Account is finally closed after open transactions have been completed, terminated or duly transferred and outstanding obligations settled, save where a different procedure follows from the law, sanctions restrictions or necessary security measures.

17. Changes and archive

17.1. The Operator notifies the User of material changes to these Terms through the Account, by email or through another channel that allows the content of the notice to be retained, before the date on which those changes take effect. The notice contains a brief description of the changes, the date they take effect and information on whether express acceptance is required and the consequences of non-acceptance, where applicable.

17.2. Technical, editorial and organisational changes may be applied after notification. They do not change Businesses and Service Orders already formed.

17.2.1. A change to section 19 (Definitions and rules of interpretation) is not an editorial change. The terms defined in that section are used in the Accession Agreement and in other documents of the Platform, so a change to them is treated as material and follows the procedure set out in clause 17.1.

17.3. The Operator maintains an archive of editions with the date of entry into force and a control identifier.

18. Final provisions

18.1. An edition of the Terms enters into force on the date of its publication or on another expressly specified date. Which edition applies to a particular User or transaction is established from the data recorded by the Platform before the relevant Legally Significant Action, in particular by the edition number, the date and the control identifier. Material changes apply subject to the notification and acceptance procedure provided by the Agreement and by section 17 of these Terms.

18.2. The invalidity of an individual provision does not affect the other provisions. Where the Terms do not govern a matter, the Agreement, the terms of the relevant transaction and the law apply.

19. Definitions and rules of interpretation

19.1. For the purposes of these Terms, the Accession Agreement and other documents of the Platform, the following terms shall have the meanings set out below:

“Platform Operator” — the person that operates and administers the Platform, determines the access rules, manages accounts and provides the technical and organisational means for the electronic interaction of Users. The specific person acting as Platform Operator for the relevant jurisdiction is identified in the Accession Agreement to which the User has acceded.

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.

“Incoterms” — the rules of the International Chamber of Commerce on delivery terms. The Incoterms® 2020 edition applies by default. The chosen basis, the agreed place, port or other specific point of delivery and the edition of the rules are stated 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”). 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 of 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.

19.2. In these Terms, 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.

19.3. 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.

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