BLK Service Agreement

(April 2026)

Please read carefully the following terms as they set out the rules and obligations that regulate the relationship between you and BLK Global PLC.

BLK Global PLC and its affiliates (“blkcommodities.com”) provide web-based functionalities and other products and services to you when you access and/or use the website www.blkcommodities.com (the “Site”).

The present document describes the terms and conditions (the “Terms”) applicable to your use of the Site to conclude transactions for products and services. This document is a legally binding agreement (“Agreement” or “BLK Service Agreement”) between you as the user of the Site (referred to as “you”, “your” or “User” or “Member” hereinafter) and BLK Global PLC of 2nd Floor, 48 West George Street, Glasgow G2 1BP, United Kingdom (hereinafter referred to as “we”, “us”, “our”, “BLK Global” or “blkcommodities.com”).

If you continue browsing and using the Site, you are agreeing to comply with and be bound by the Terms of Use, the BLK Service Agreement and any other rule of policy that we may, from time to time, post on the Site.

BLK is a B2B marketplace and facilitation platform, not the buyer, seller, shipper, bank, broker, fiduciary, escrow agent, insurer, guarantor, legal adviser, tax adviser, sanctions adviser, or quality-control body.

This Agreement outlines various limitations on Blkcommodities.com’s services and grants powers and authority to Blkcommodities.com with respect to all transactions executed through the Site. This includes, without limitation the authority to reject, suspend or cancel an online transaction and, where payment functionality is made available through the Site, to facilitate, suspend, reverse or withhold payment instructions through applicable third-party payment service providers, in accordance with this Agreement, applicable payment terms and applicable law. This Agreement, together with the relevant Terms and Conditions of Purchase, Terms and Conditions of Shipment and all other rules and policies of Blkcommodities.com shall be binding to you for any and all transactions conducted through the Site.

Nothing in the operation of the Site, including any facilitation, communication, payment functionality or administrative action, shall create any partnership, agency, fiduciary or trust relationship. The Site and Services are not intended for use by persons located in the United States. BLK does not direct the Site or Services to the United States and does not actively market, solicit or target persons located in the United States. Where access to the Site is obtained from the United States, such access is on the User’s own initiative and the User assumes full responsibility for compliance with applicable local laws. BLK may implement technical or administrative measures to restrict access from the United States at its discretion. BLK reserves the right to restrict or terminate access to the Site from any jurisdiction, including the United States, at its sole discretion.

Save for the limited provision of the Services as expressly set out in this Agreement, BLK does not owe any duty of care, fiduciary duty, advisory duty or verification obligation to any User in connection with the Site, the Services, any Transaction or any Information.

1. Interpretation

1.1 Definitions

Affiliate: any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. For the purposes of this definition, “subsidiary” and “holding company” shall have the meanings assigned to them under the UK Companies Act 2006 (as amended).

Bribe: anything that would amount to an offence of bribery or corruption under any applicable corruption laws (including anything which would be an offence under the Bribery Act 2010 as amended if the person concerned were subject to the jurisdiction of the UK courts under such Act; and “Bribes”, “Bribed”, “Bribery” and other variants of “Bribe” shall be construed accordingly.

Business Day: a day when banks in the country of origin of Blkcommodities.com are open for business.

Buyer: any Site Member who purchases any product or service displayed by another Member on the Site.

Claims: any and all claims, demands, judgments, liabilities, damages, costs (including legal costs), losses, penalties, expenses and causes of action of whatever nature.

Conditions: these terms and conditions, as amended from time to time, shall apply to every proposal, and form part of the Contract to the User.

Consequential Loss:

1. consequential or indirect loss under English law; and
2. loss and/or deferral of services, loss of product, loss of use, loss of opportunity, loss of revenue, profit or anticipated profit (if any) in each case whether direct or indirect, and whether or not foreseeable at the date of the Contract.

Contract: the contract between the Buyer and the Seller or between the Buyer and the Shipper for the supply of goods and/or services in addition to this Agreement and includes any Customer's purchase order form (“Purchase Order” or “PO”) and any Customer's written acceptance of a quotation by the Supplier.

Co-Venturer: any other entity with whom the User or us, as the case may be, is or may be from time to time a party to a joint operating agreement, production sharing agreement or similar agreement relating to the Agreement and operations in respect of which the Services are being provided.

Customer: the physical person or the company who purchases Services from us, a Seller or a Shipper.

Customer Group: the Customer, its Co-Venturers, its and their Affiliates, its sub-contractors and its and their respective directors, invitees, officers and employees but shall not include any member of the Supplier Group.

Data Protection Legislation: all applicable data protection and privacy laws and regulations, including the UK GDPR, the Data Protection Act 2018, the EU GDPR, Regulation (EU) 2016/679, and any applicable implementing, supplementary or successor legislation.

Dispute: any action, suit or proceeding between two or more Members arising out of or in connection with any disagreement, dispute, controversy or claim relating to the performance or non-performance of the Contract.

Embargoed Country: any country or geographic region subject to comprehensive economic sanctions or embargoes under applicable Global Trade Laws.

Forward-Looking Statements: any statements that are not statements of historical fact and which relate to future events, performance, expectations, projections, financial outlooks, plans, strategies or objectives, including statements identified by words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “estimate”, “forecast”, “project” or similar expressions.

Global Trade Laws: all applicable and legally enforceable sanctions, export-control, import-control, anti-boycott, customs and trade-compliance laws and regulations administered or enforced by the United Kingdom, the European Union, the United Nations, the United States and any other applicable governmental or regulatory authority.

Information: any and all data, content, materials, pricing information, market data, analytics, forward-looking statements, projections, estimates, commentary, communications and other information made available on or through the Site or the Services, whether provided by BLK, its Affiliates, Users or third parties.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Online Transactions: Any and all transactions which are executed through Blkcommodities.com Site.

Offline Transactions: Any and all transactions which are executed offline, between Buyers, Sellers and/or Shippers for the provision of products and/or services whose order has been made through the Site.

Sanctioned Person: at any time:

1. any person or entity included on: OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, or the Foreign Sanctions Evaders List; the E.U.’s Consolidated List of Sanctions Targets; the United Kingdom sanctions list; or any similar list;
2. any person resident in, or entity organised under the laws of, an Embargoed Country; or
3. any person or entity majority-owned or controlled or acting on behalf of any of the foregoing.

Seller: any Site Member who sells any product or service by listing it on the Site.

Services: the services supplied by Blkcommodities.com to the Users and the services supplied by Blkcommodities.com affiliates or Sub-contractors to the Users that allow them to use the Site, view its contents, display materials, goods, services and conclude transactions online and offline. The Services include but are not limited to the services listed in Schedule 2.

Shipper: any Site Member or third-party who undertakes to transport goods from Seller’s nominated location to Buyer’s nominated location.

Sub-Contractor: any party (other than the Blkcommodities.com) with whom the Blkcommodities.com has a contract for performance of any part of the Services, or with whom the Blkcommodities.com has a contract (other than as set out in the Agreement) for performance of services relating to the Blkcommodities.com, and, shall extend to include such party’s sub-contractors and vendors. Subcontractor also includes any party (other than the Supplier) with whom a Supplier or a Seller or a Shipper has a contract for the performance of his own services or the delivery of goods.

Supplier: any Member registered with a Seller account on Blkcommodities.com who undertakes to supply goods and services to Buyer Members through the Site or any Member or third-party who undertakes to transport goods from Seller’s nominated location.

Supplier Group: the Supplier, its Co-Venturers, its and their Affiliates, its Sub-Contractors and its and their respective directors, invitees, officers and employees but shall not include any member of the Customer Group.

Supplier Materials: all materials, equipment, assets, documents and other property of the Supplier.

Supplier Vessel: a vessel either owned, chartered or operated by the Supplier and used in connection with the Services under the Contract.

Premises: as set out in the Contract.

Transaction: any instance of buying or selling products or services through the Site, including but not limited to any kind of deal, business, agreement, undertaking, affair, arrangement, bargain, negotiation, treaty, contract, pact, compact, bond, settlement connected with the transfer of goods and services between Buyers, Sellers and/or Shippers facilitated through the Site.

1.2 Interpretation Rules

1. all singular words include plural ones and vice versa;
2. all references to paragraphs, schedules or appendices are to the ones in the Agreement;
3. all references to a person include firms, companies, government entities, trusts and partnerships;
4. the term “including” does not exclude anything not listed;
5. all references to statutory provisions include any changes to those provisions;
6. the headings are not part of the Agreement.

2. Application and Acceptance of Terms

2.1 Blkcommodities.com provides an online transaction platform and other associated Services on the Blkcommodities.com Site, which allow Members to conclude transactions for products and/or services subject to the terms of this Agreement. Blkcommodities.com may publish rules, policies, additional terms and/or amendments to the Agreement, existing rules, policies and terms. Any rules, policies, amendments and/or documents posted on the Site shall be in force as soon as they are published on the Site and are expressly incorporated into this Agreement by reference. User agrees to comply with and to be bound by any and all rules, regulations, policies, terms, amendment and any other document published on the Site. It shall be the User’s responsibility to keep up to date with the latest version of the Agreement and all rules, regulations, policies, terms and their amendments. User acknowledges that any or part of the Services may be provided by affiliates of Blkcommodities.com or specialised third-parties, whom you agree may invoice you for their part of the Services.

2.2 You agree that you shall also comply with all the relevant rules and policies published on the Site and which are incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:

1. Terms of Use;
2. Product Listing Policy;
3. Privacy Policy;
4. Intellectual Property Right (IPR) Protection Policy.

2.3 This Agreement, together with all policies, rules, Terms of Use and other documents published on the Site, forms a legally binding agreement between you and BLK Global PLC. By accessing, browsing or otherwise using the Site, you acknowledge that you have been given a reasonable opportunity to review this Agreement and you agree to comply with it. If you do not agree to these Terms, you must not access or use the Site. Without limitation, any person who accesses or uses the Site, whether or not registered as a User, agrees to be bound by those provisions of this Agreement which by their nature apply to visitors to the Site, including but not limited to provisions relating to intellectual property, acceptable use, disclaimers, limitation of liability and governing law. In addition, by registering an account, clicking to accept these Terms, submitting an RFQ, accepting or placing an order, generating a Purchase Order, listing products or services, using checkout or payment functionality, or otherwise using the Services, you expressly agree to be fully bound by this Agreement.

2.4 BLK may amend this Agreement and any applicable rules, policies or terms by publishing the amended version on the Site. Unless a shorter period is required for legal, regulatory, security or fraud-prevention reasons, material amendments shall take effect upon publication or such later date as BLK may specify. Continued use of the Site or Services after the amended terms take effect shall constitute acceptance of those amendments. Amendments shall not retrospectively alter the commercial terms of any completed Transaction unless required by applicable law or expressly agreed by the relevant parties.

2.5 In the event that Blkcommodities.com provided a translation of the English version of any terms of this Agreement, the Terms of Use and all other rules policies and/or documents published on the Site, you agree that the translation is provided for convenience only and that the English language version shall govern your use of the Services.

2.6 Some of the Services may be supported by our affiliates or third-parties. You acknowledge and agree that BLK Global may disclose some of your personal data to these parties, in accordance with the Privacy Policy.

2.7 In some cases, you may be required to additionally enter into a separate agreement with Blkcommodities.com or our affiliates in connection with the Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall take precedence.

3. Services

3.1 Blkcommodities.com’s Services are meant to facilitate Users to place, accept, conclude, manage and fulfil orders for the provision of products and services within the Site. Blkcommodities.com reserves the right to change, upgrade, modify, limit or suspend the Services or any of the Site functionalities at any time, temporarily or permanently, without prior notice. Blkcommodities.com further reserves the right to introduce new features, functionalities or applications to the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Blkcommodities.com.

3.2 Blkcommodities.com’s Services are only available to registered Users. Blkcommodities.com shall have the full discretion and authority to facilitate, suspend, reverse or withhold payment instructions through applicable third-party payment service providers under the Transactions as Blkcommodities.com considers appropriate.

3.3 Blkcommodities.com’s Services are applicable to all types of Transactions, online and offline. Blkcommodities.com may limit any or all of the Services to a specified group of Members in accordance with this Agreement. Online Transactions and other features and functions of the Services available to a registered Member may vary for different countries and jurisdictions. No warranty or representation is given that the same type and extent of Services, features and functions shall be available to all Members.

3.4 All products and/or services of a Transaction using the Services must be lawful items and must not be otherwise prohibited or restricted under the Global Trade Laws. You shall not use the Services in connection with any Transaction that: a) may infringe Blkcommodities.com’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights. b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; c) may be in breach of other terms of this Agreement and the Terms of Use. Blkcommodities.com shall have the right to refuse or cancel any Online Transaction in breach of clause 3.4.

3.5 In addition to Clause 3.4, Blkcommodities.com reserves the right, at our sole discretion, acting reasonably and in good faith, to refuse or cancel any Transaction. Some situations that may result in an Online Transaction being rejected or cancelled include the identification and prevention of fraud, where Blkcommodities.com has reasons to believe the Online Transaction is unauthorised, violates any law, rule or regulations or may otherwise subject Blkcommodities.com or any of our affiliates to liability. Blkcommodities.com may also require additional verifications or information for any Online Transaction.

3.6 For any type of Online Transactions, Blkcommodities.com may impose additional restrictions, limitations and/or penalties for any violations of the terms of this Agreement.

3.7 BLK may, but is not obliged to, facilitate communications between Buyers, Sellers, Shippers and other Users in relation to any Dispute arising out of or in connection with a Transaction. BLK may also make non-binding administrative determinations for platform purposes, including in relation to the status of a Transaction, suspension of a Transaction, access to platform functionality, or the release, reversal or withholding of any payment instruction where such functionality is made available through the Site.

Any such determination is made solely for the operation and protection of the Site and does not constitute a judicial, arbitral, expert, fiduciary, escrow, legal or professional determination. BLK is not a court, tribunal, arbitrator, mediator, escrow agent or regulated dispute resolution body.

BLK may request information, documents or evidence from the parties to a Dispute, but shall have no obligation to verify the truth, accuracy or completeness of any material provided by any User. BLK may accept, reject, disregard or rely upon such material as it reasonably considers appropriate for platform administration purposes.

Nothing in this Clause prevents any Buyer, Seller or Shipper from pursuing contractual remedies directly against the relevant counterparty in accordance with the applicable Contract and Clause 12.

3.8 BLK may reject, suspend or cancel any Transaction or platform functionality where BLK reasonably considers this necessary for platform administration, fraud prevention, sanctions compliance, legal compliance, risk management or protection of the Site. Any such action is administrative only and shall not constitute a determination of the legal rights or liabilities of any User. BLK may immediately suspend accounts or transactions if sanctions risk arises, in BLK’s sole discretion.

3.9 BLK’s platform records may be used as evidence of Site activity, communications, orders, payment instructions and account actions, but shall not be conclusive evidence of any User’s legal liability under any Transaction.

3.10 You agree that:

1. Blkcommodities.com does not guarantee any third-party finance provider available through the Site (the “Lender”) will provide financing to Buyer in connection with any Transaction and shall not be held liable to Buyer or Seller in connection with any third-party financing in connection with the Transaction;
2. Blkcommodities.com does not guarantee any third-party transaction service provider and assumes no liability whatsoever, in tort or in contract, for any loss or damage that may arise out of or in connection with the use of third-party transaction service providers;
3. you authorise Blkcommodities.com to disclose information related to Buyer, Seller, Shipper and/or the Transaction to the Lender and/or third-party transaction service provider, in connection with the provision of their services related to the Transaction and in accordance with the Privacy Policy; and
4. any dispute with Lenders or third-party transaction service providers in connection with a Transaction shall be resolved between you and the transaction service provider or Lender. Notwithstanding the power given to Blkcommodities.com under this Agreement, it is not Blkcommodities.com’s obligation to resolve or assist in the resolution of any Dispute.

3.11 Users acknowledge they do not rely on BLK for creditworthiness, due diligence, or counterparty verification.

3.12 BLK Global PLC or its Affiliates may, on a strictly optional and case-by-case basis, offer or arrange Logistics Services (including, without limitation, ocean freight, port handling, inspection or related services) in connection with a Transaction.

Any such Logistics Services:

1. are separate and independent from the marketplace Services provided under this Agreement;
2. shall be governed exclusively by a separate written agreement (including, where applicable, industry-standard contracts such as those published by BIMCO or equivalent market-standard terms) entered into between the relevant parties;
3. are provided by BLK acting in a distinct and independent commercial capacity, and not as operator of the Site;
4. do not form part of, and shall not be construed as part of, the Services under this Agreement;
5. are not mandatory, and Users remain at all times free to obtain logistics or shipping services from any third party of their choosing without restriction.

For the avoidance of doubt:

1. BLK shall not be deemed a carrier, freight forwarder, broker, operator or contracting party in respect of any Logistics Services unless expressly identified as such in the relevant separate agreement;
2. the availability of Logistics Services through the Site does not create a bundled, integrated or composite service, and each Transaction and any associated Logistics Services shall be treated as legally distinct arrangements;
3. BLK shall have no liability in respect of any Logistics Services except to the extent expressly set out in the applicable separate agreement.
4. any commercial arrangements, incentives, rebates or rights of first offer relating to Logistics Services are independent commercial mechanisms and shall not be construed as creating any obligation, exclusivity, dependency, integrated service offering or agency relationship.

4. Transactions between Buyers, Sellers and Shippers

4.1 Seller and Buyer and Shipper and Buyer shall enter into a Transaction for products or services by completing, submitting and accepting an order online using the standard order form on Blkcommodities.com. Buyers, Sellers and Shippers shall be solely responsible for ensuring that they have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to pricing, quantity, specifications, quality standards, inspection, shipping information, etc. Blkcommodities.com may refuse to process or cancel any Online Transaction which, in our opinion, contains insufficient information to constitute a binding Contract between buyers sellers and/or shippers.

4.2 An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement. Seller, Buyer and Shipper shall complete the Transaction according to the terms set out in the relevant Contract and in this Agreement.

4.3 Each Transaction is made by and between a Buyer and a Seller or a Buyer and a Shipper only. Despite the fact that Blkcommodities.com provides the Services and, if applicable, may conduct formality review of a Transaction, Blkcommodities.com shall not be considered as a party to the Transaction. Blkcommodities.com does not represent Buyer, Seller or Shipper in any Transaction. Blkcommodities.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Transaction or the ability of either Seller, Shipper or Buyer to complete any Transaction. You agree that you will not hold Blkcommodities.com and our affiliates and/or agents liable for any losses, damages, claims, liabilities, costs or expenses arising out of or in connection with any Transaction, including any breach, partial performance or non-performance of the Transaction by the other party to the transaction. Users acknowledge that BLK does not control, verify or endorse any User, Transaction or underlying goods or services. BLK does not verify, audit, test, inspect, certify or endorse any goods, services, specifications, listings, descriptions, certifications, documentation or representations made by any User. All such information is provided solely by the relevant User, who bears sole responsibility for its accuracy and completeness. Each User acknowledges that it is solely responsible for conducting its own independent due diligence, including commercial, financial, legal, sanctions, logistics and counterparty verification, and that BLK does not verify, audit or assume responsibility for any such matters.

4.4 Buyer agrees to pay the full transaction price listed for the Transaction to the Seller and/or Shipper. When using Blkcommodities.com to submit payment for an Online Transaction, payments are processed through one our affiliates and/or third-party transaction service providers. Sellers and Shippers agree that the Buyer’s full payment of the transaction price listed for the Online Transaction through Blkcommodities.com or its affiliates or third-party transaction service providers constitutes final payment (in case of full advance payment required by Shipper and/or Seller) and Buyer’s payment obligations for the Online Transaction are fully satisfied upon receipt of the funds. BLK does not hold client funds and does not operate a regulated payment or custody service. In the event that Buyer does not utilise Blkcommodities.com Online Transaction facilities and, if Sellers and Shippers allow payments in instalments or other credit facilities, upon completion of an order through Blkcommodities.com and generation of relevant Purchase Order (“PO”) that constitutes the Contract between Buyer and Seller or between Buyer and Shipper, you agree that the transaction is regarded as concluded and therefore authorise BLK Global to invoice you for our Services in accordance with this Agreement or any other applicable agreement. Copies of the relevant Purchase Order shall be emailed and/or made available to all the interested parties involved in the Transaction.

4.5 You further agree that it is your sole responsibility to collect any and all payments in relation to the PO generated upon order confirmation and hereby agree not to hold BLK Global, its affiliates, directors, employees, agents and authorised officers liable for any loss or damage arising out of or in connection with the relevant Purchase Order. This clause, together with all other clauses related to limitation of liability, shall survive the termination of this agreement and remain in force indefinitely.

4.6 By using Blkcommodities.com, you acknowledge and agree that Blkcommodities.com is not a bank and that our services should in no way be construed as the provision of banking services. Blkcommodities.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for through the use of the Site, either as Online Transactions or Offline Transactions. BLK does not control, hold, safeguard or assume responsibility for goods, title, risk, delivery, performance or contractual obligations under any Transaction. Any payment functionality is administrative only and does not alter the allocation of risk between the parties.

4.7 BLK Global does not guarantee the identity of any User or ensure that a Buyer or a Seller or Shipper will complete a Transaction, online or offline. You further agree that neither Buyer, Seller nor Shipper will receive interest or other profits in relation to the Blkcommodities.com Services.

4.8 By using Blkcommodities.com Secure Pay service, Seller is deemed to have requested and agreed that the settlement of funds to Seller be delayed as provided in the Blkcommodities.com Secure Pay Agreement. By using the Blkcommodities.com Secure Pay service, you acknowledge and agree that Blkcommodities.com is not a bank and the Blkcommodities.com Secure Pay service should in no way be construed as the provision of banking services. Blkcommodities.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Blkcommodities.com Secure Pay service. Any such delay or routing of funds is performed solely by third-party payment service providers, and BLK does not hold, control or have possession of any User funds at any time.

4.9 Payment methods available on the Site may be provided by Blkcommodities.com’s partners, affiliates or third-party transaction service providers. In the event that there is any chargeback or reversal of any payment requested by a third-party payment service provider, User agrees that Blkcommodities.com has the right to refund the money so requested by the third-party payment service provider without liability to the User. Blkcommodities.com will use reasonable efforts to assist you in any dispute resolution process with the relevant third-party payment service provider. However, in the event that Blkcommodities.com’s participation in the dispute resolution process is subject to additional fees (for example when a considerable amount of manhours are required), these will be charged directly to the party requesting the service. We will seek prior confirmation from you and advise in advance on the amount of fees before proceeding.

4.10 You may engage one or more third-party Sub-contractors for the purpose of completing and fulfilling a Transaction, such as warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, freight and cargo brokers, etc. Some of such third-party Sub-contractors may be partners of Blkcommodities.com and thus designated by Blkcommodities.com to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Site. Notwithstanding the foregoing circumstances, for all third-party Sub-contractors, you acknowledge and agree that such third-party Sub-contractors are engaged at your own discretion and cost and that you will not hold Blkcommodities.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising out of or in connection with the services of such third-party Sub-contractors. You further acknowledge that BLK Global may receive fees and/or commissions from the third-party Sub-contractors and that these may be borne indirectly by you whenever any of the third-party Sub-contractors invoices you for their services. Any designation, recommendation or introduction of a third-party Sub-contractor by BLK is provided on a non-exclusive, non-advisory basis and shall not constitute any representation, warranty, endorsement or assurance of performance, quality, compliance or suitability.

4.11 If you are required to conclude and complete a Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Transaction for the non-performance or default by your agent.

4.12 Transactions and agreements concluded through the Site shall be deemed executed electronically and legally binding.

5. Blkcommodities.com Service Fees

5.1 Blkcommodities.com charges fees for the Services provided according to the fee structure detailed in Schedule 1. Blkcommodities.com may change, add, supplement or amend any service fees at its sole discretion. Any update or modification of the fees shall be valid immediately upon publication on the Site.

5.2 You hereby acknowledge and agree that Blkcommodities.com has no control over, and is not responsible or liable for, the products or services that are acquired and/or paid for through our Site. BLK Global cannot ensure that a Buyer or a Seller or a Shipper you are dealing with will fulfil their obligations and you hereby agree not to hold BLK Global liable, in contract or in tort, for any and all losses arising out of or in connection with the use of the Site for any purpose.

5.3 The service fees charged by Blkcommodities.com do not include any fees for any other service or product that you may acquire or purchase or benefit from in connection with any Transaction. It shall be your responsibility to settle the fees with such third-party Sub-contractors and you hereby agree that third-party Sub-contractors and/or transaction service providers may invoice you for the services provided by them or deduct their fees directly from the payment upon execution of Online Transactions through the Site. By the way of an example, Blkcommodities.com uses a third-party transaction service provider to process your card payment for the procurement of a certain product or services on the Site. If you are a Seller or a Shipper, the third-party transaction service provider will process the payment and may deduct a fee that will be collected directly when the payment is processed. Please check with the third-party service provider in question to confirm the amount and the type of fees collected. Relevant transaction service provider is visible during the check-out process to the Buyers and is made known to Sellers and Shippers upon registration on the Site.

5.4 All fees charged by Blkcommodities.com are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Services in addition to our fees. In the event Blkcommodities.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Blkcommodities.com. You will also be liable for any financial charges for remission of funds to you, and Blkcommodities.com shall have the right to pay such charges from such funds. Blkcommodities.com shall have the right to deduct any financial charges incurred as a result of providing the services and the party receiving the funds will bear the costs of any bank charges.

5.5 You agree that BLK Global will invoice you on a monthly basis for the provision of the Services connected to the use of the Site, including but not limited to the listing, displaying of any product and services, facilitation of Transactions and any other service that we may, from time to time, make available to you.

5.6 You agree to pay BLK Global all due fees promptly, within the prescribed BLK Credit Terms stated in Clause 5.7 and you further agree that time shall be the essence of the Agreement. The amount of fees chargeable by Blkcommodities.com shall be based on the total volume of business conducted by you through the Site during each calendar month, as specified in the list of fees contained in Schedule 1. You agree that BLK Global’s records shall be used to determine the amount of business you conducted through the site. If there is any discrepancy between your records and BLK’s records, BLK’s records shall constitute prima facie evidence of Site activity, Transactions, communications and fee calculations and shall be binding in the absence of manifest error or fraud.

5.7 You shall pay all fees due to BLK Global within thirty (30) calendar days (“BLK Credit Terms”) from the date stated on the relevant invoice. If you fail to settle the due fees within the BLK Credit Terms, you agree that BLK Global will charge interest at the higher of: (a) 5% above the Bank of England base rate; and (b) 10% per annum, plus administration fees calculated on the basis of GBP 100 per hour required by the debt collection team.

6. Member’s Responsibilities

6.1 You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Transactions and Blkcommodities.com’s provision of the Services. If your failure to do so results in delay in the provision of any Service, cancellation of any Transaction, or disposal of any funds, Blkcommodities.com shall not be liable for any loss or damages arising out of or in connection with such default.

6.2 You represent and warrant that:

1. you will use the Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;
2. all information and material you provide in connection with the use of the Services is true, lawful and accurate, and is not false, misleading or deceptive;
3. you will not use the Services to defraud Blkcommodities.com, our affiliates, or other Members or Users of the Site or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and
4. you own all the intellectual property rights or the necessary licenses to reproduce, list and display any and all digital contents, including but not limited to images, specifications, descriptions, material safety datasheets, etc.;
5. If you are a Seller or a Shipper, you shall supply the goods and services to the Buyer in accordance with the Purchase Order terms in all material respects.
6. If you are a Seller or a Shipper, you shall use all reasonable endeavours to meet any performance dates specified in the Purchase Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.
7. You shall have the right to make any changes to your products and services which are necessary to comply with any applicable law or safety requirement, which do not materially affect the nature or quality of your products, and you shall notify the Buyer in any such event.
8. User is acting in the course of business as a sophisticated commercial party and has had the opportunity to obtain independent legal, financial and technical advice prior to using the Services.

6.3 If, in our opinion, you are in breach of any of the Agreement terms, not acting in good faith, abusing the Services, or otherwise in breach of this Agreement, Blkcommodities.com shall have the right to cancel the relevant Transaction(s). Blkcommodities.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Site. Blkcommodities.com also reserves the right to temporarily suspend the transaction functionalities of your account with Blkcommodities.com for a prescribed period determined by Blkcommodities.com, or permanently terminate the use of your Blkcommodities.com account.

6.4 You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Transactions.

6.5 You agree not to take any action which may undermine the integrity of Blkcommodities.com’s feedback system, including, without limitation, providing positive feedback for yourself or affiliate accounts on the Site, using secondary Member IDs or through third-parties or by providing unsubstantiated negative feedback on another member on the Site. Furthermore, you agree not to use any offensive, discriminatory or otherwise sensitive information as part of any review you may wish to leave on another member’s account in relation to a specific product or service. You agree that, in order to be eligible to leave a review, you must have purchased the item in question. Blkcommodities.com filters all reviews based on content and we reserve the right, at our sole discretion, to deny or unpublish any review that, in our opinion, is in breach of Clause 6.5. BLK does not suppress or remove reviews solely because they are negative. Reviews may be removed or rejected where they are false, unlawful, abusive, irrelevant, conflicted, fraudulent, not based on a genuine transaction, or otherwise breach these Terms.

6.6 To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless BLK Global PLC, its Affiliates, and its and their respective directors, officers, employees, agents and representatives (together, the “BLK Indemnified Parties”), from and against any and all losses, damages, liabilities, claims, actions, demands, proceedings, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

1. your access to or use of the Site or Services (whether as a registered User or otherwise);
2. any Transaction in which you participate;
3. any content, data, materials or information submitted, uploaded, transmitted or made available by you;
4. any breach by you of this Agreement or any applicable law or regulation; and/or
5. any claim brought by any third party (including other Users, counterparties, regulators or authorities) arising out of or relating to the foregoing.

This indemnity shall apply regardless of the form of action, whether in contract, tort (including negligence), statutory duty or otherwise. BLK shall have the right, at its sole discretion, to assume the exclusive defence and control of any matter subject to indemnification, and you agree to fully cooperate with BLK in the defence of such claims. All amounts payable under this Clause shall be payable by you on demand, provided that such amounts represent costs and expenses reasonably incurred by BLK. BLK may require you to make advance payments on account of anticipated legal costs, subject to adjustment following final determination. This indemnity shall not apply to the extent that any claim arises from BLK’s fraud, wilful misconduct or any liability that cannot be excluded under applicable law. This indemnity is separate from and in addition to any other rights or remedies available to BLK. The User’s obligations under this Clause shall not be limited by any limitation of liability in this Agreement.

6.7 Data Protection and Use of Information

6.7.1 Each party shall comply with all applicable data protection and privacy laws and regulations, including without limitation the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, the EU General Data Protection Regulation (EU) 2016/679 (“EU GDPR”), and any applicable implementing or supplementary legislation (together, “Data Protection Laws”).

6.7.2 For the purposes of Data Protection Laws:

• BLK Global acts as an independent data controller in respect of personal data collected and processed in connection with the operation of the Site, provision of the Services, compliance obligations, and its legitimate business activities;
• Users act as independent data controllers in respect of any personal data they input, upload, transmit or otherwise process through the Site in connection with Transactions.

Nothing in this Agreement shall be construed as creating a joint controllership or processor relationship unless expressly agreed in writing.

6.7.3 BLK Global may collect and process personal data relating to Users and Transactions for the purposes of providing, operating, maintaining and improving the Site and Services; facilitating and administering Transactions; identity verification, fraud prevention, sanctions screening, and compliance with applicable laws; billing, invoicing, payments and financial administration; internal analytics, service optimisation and platform security; and communicating with Users in relation to the Services. Such processing shall be carried out in accordance with BLK Global’s Privacy Policy, which forms part of this Agreement.

6.7.4 BLK Global shall only use personal data for marketing communications where permitted under applicable law. Where required, marketing communications shall be subject to appropriate consent or opt-out mechanisms in accordance with applicable Data Protection Laws and ePrivacy regulations.

6.7.5 BLK Global may disclose personal data to its Affiliates; payment service providers, logistics providers, inspection agents, financing partners and other service providers involved in Transactions; professional advisers; and competent authorities, regulators or law enforcement agencies where required by applicable law or regulation. All such disclosures shall be made in accordance with applicable Data Protection Laws and the Privacy Policy.

6.7.6 Where personal data is transferred outside the United Kingdom or European Economic Area, BLK Global shall ensure that such transfers are carried out in compliance with Data Protection Laws, including through the use of appropriate safeguards such as adequacy decisions, standard contractual clauses or other lawful transfer mechanisms.

6.7.7 Users represent and warrant that they have obtained all necessary rights, consents and permissions required to provide personal data to BLK Global and to process such data in connection with the use of the Services; any personal data they provide is accurate and kept up to date; and their use of the Site and Services complies with all applicable Data Protection Laws. Users shall be solely responsible for their own compliance obligations as independent data controllers.

6.7.8 BLK Global shall implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, taking into account the nature of the data and the risks involved.

6.7.9 Further details regarding the collection, use, storage and protection of personal data are set out in BLK Global’s Privacy Policy. In the event of any inconsistency between this Clause and the Privacy Policy, the Privacy Policy shall prevail to the extent required by Data Protection Laws.

6.8 Users undertake to carry out business through the Site as their main purchasing platform and not to use the Site merely for the purpose of acquiring each-other’s details to then carry out business independently outside the Site. If a User circumvents the Marketplace by entering into a transaction with another User introduced through the Site, BLK shall be entitled to the transaction fees that would have been payable had the transaction been completed through the Site, together with reasonable costs of enforcement.

6.9 Each User represents, warrants and undertakes on an ongoing basis that:

1. it is not a Sanctioned Person and is not owned or controlled by a Sanctioned Person;
2. it is not located, organised or resident in an Embargoed Country;
3. it will comply with all applicable Global Trade Laws in connection with any Transaction;
4. no goods, services, vessels, counterparties, payments or funds involved in any Transaction will directly or indirectly involve any Sanctioned Person or Embargoed Country; and
5. it will not use the Site or Services in any manner that would cause BLK or any of its Affiliates to breach any Global Trade Laws.

Each User shall be solely responsible for conducting its own sanctions, export-control, counterparty, goods, vessel and payment due diligence. BLK may carry out screening, verification or monitoring where it considers appropriate or where required by law, but does not assume responsibility for any User’s own compliance obligations. BLK may, at its sole discretion, suspend, cancel, reverse, withhold or restrict access to the Site, Services, accounts, payment functionality or any Transaction where it reasonably considers that a sanctions, export-control, fraud, AML or regulatory risk may arise, without liability to any User. BLK shall be entitled to rely on information provided by Users unless BLK becomes aware of information giving rise to a specific sanctions, export-control or regulatory concern.

7. Confidentiality

7.1 A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, reports or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or sub-contractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and sub-contractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Purchase Order or relevant Contract, and shall ensure that such employees, agents and Sub-contractors comply with the obligations set out in this Clause as though they were a party to the Purchase Order or Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 7.1 shall survive termination of the Purchase Order, Contract and of the Agreement.

7.2 Confidential Information means any and all information, whether written, oral or in other form howsoever and whensoever obtained relating in any way to this Agreement, or to the business of affairs of Blkcommodities.com and its Members, including any information created, assembled or produced howsoever by the User in connection with this Agreement. Confidential Information also means any and all communications, data, information and/or material provided by or obtained through Blkcommodities.com and/or the Site.

7.3 User agrees to use the Confidential Information provided by or through Blkcommodities.com only for the purposes of this Agreement. Nothing herein shall be construed as granting or conferring upon the User, expressly impliedly or otherwise, any licenses or other rights under any of the Disclosing Party’s patents, trademarks, trade secrets, property, Confidential Information or other forms of intellectual property rights.

7.4 It is expressly agreed that the identities of any individual or entity and any third-parties (including without limitation suppliers, customers, financial sources, manufacturers and consultants) disclosed by the User and any related business opportunity shall constitute Confidential Information and the Receiving Party shall not at any time (without prior written consent of BLK Global PLC):

1. directly or indirectly approach, engage, correspond, initiate, solicit, negotiate, contract or enter into any business transaction, agreements or undertakings outside the Site with any such third-party, identified or introduced by or through Blkcommodities.com and/or the Site; or
2. seek to by-pass, compete with, avoid or circumvent Blkcommodities.com from any business opportunity by utilising any Confidential Information or otherwise by exploiting or deriving any benefit from the Confidential Information in relation to this Agreement.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, the services provided by Blkcommodities.com on or through the Site are provided “as is”, “as available” and “with all faults”. Blkcommodities.com hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of quality, condition, durability, accuracy, performance, reliability, merchantability or fitness for a particular purpose.

8.2 To the maximum extent permitted by law, Blkcommodities.com makes no representation or warranties on the validity, accuracy, correctness, quality, reliability, stability, completeness or correctness of any information provided on or through the Site; Blkcommodities.com does not represent or warrant that the manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third-party rights; and Blkcommodities.com makes no representations or warranties of any kind concerning any product or service offered or displayed on the Site.

8.3 Any material downloaded or otherwise obtained through the Site is done at your sole risk and you are solely responsible for any damage to Blkcommodities.com’s computer systems or loss of data that may result from your download of any material. No advice or information, whether oral or written, obtained by any User from Blkcommodities.com or through or from the Site shall create any warranty not expressly stated herein.

8.4 The Site may make available to User services or products provided by independent third-parties. No warranty or representation is made with regard to such services or products. In no event shall Blkcommodities.com and our affiliates be held liable for any loss or damage arising out of or in connection with such services or products.

8.5 BLK acts solely as a technology platform facilitating Transactions between Users and does not act as buyer, seller, shipper, broker, agent, fiduciary or intermediary to any Transaction. BLK shall have no liability for the performance, non-performance or conduct of any User or third party in connection with any Transaction.

8.6 BLK shall not be liable, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any indirect, consequential, special, punitive or incidental loss or damage, or for any loss of profit, revenue, business, opportunity, goodwill, anticipated savings, data, use, production, contract or reputation, in each case whether direct or indirect and whether or not foreseeable, arising out of or in connection with the Site, the Services, this Agreement or any Transaction.

8.7 Subject to Clause 8.10, the aggregate liability of BLK Global PLC, its Affiliates, directors, officers, employees, agents, representatives and advisers to any User arising out of or in connection with the Site, the Services, this Agreement or any Transaction, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the higher of:

1. the total fees actually paid by that User to BLK in the twelve (12) months preceding the event giving rise to the claim; and
2. USD 5,000, having regard to the limited role of BLK as a technology platform.

The parties agree that the limitations set out in this Clause are reasonable and proportionate having regard to the nature of the Services.

8.8 Claims Notification and Time Limits

Subject always to Clause 8.10 and to the fullest extent permitted by law:

(a) Transaction and Goods-Related Claims. Each Buyer is solely responsible for inspecting, testing and verifying any goods, cargo, products or services supplied under a Transaction. Any claim relating to the quantity, quality, specification, condition, contamination, deterioration, delay, loss, damage or non-conformity of goods or services must be notified in writing to the relevant Seller or Shipper, and to BLK where platform assistance is requested, within seven (7) calendar days of delivery or deemed delivery. If no such notice is given within that period, to the fullest extent permitted by applicable law, the goods or services shall be deemed inspected, accepted and compliant for the purposes of the relevant Transaction, and the Buyer shall be deemed to have irrevocably waived any such claim to the fullest extent permitted by law, except as between the Buyer and the relevant Seller or Shipper where defects could not reasonably have been discovered within such period. For the avoidance of doubt, no such exception shall create any liability of BLK. BLK shall have no liability for any deterioration, damage, contamination, degradation, infestation, loss or other issue occurring after delivery or deemed delivery, including where arising from storage conditions, warehouse conditions, handling practices, environmental factors, delay, omission, or any act or omission of the Buyer or any third party.

(b) Platform and Other Claims. Any claim arising out of or in connection with the Site, the Services, this Agreement or any Transaction, including but not limited to claims relating to content, intellectual property, user conduct, platform functionality, third-party services, communications or information made available through the Site, must be notified in writing to BLK within twenty-one (21) calendar days of the date on which the User became aware, or ought reasonably to have become aware, of the relevant facts giving rise to the claim. Compliance with this notification requirement is a condition precedent to any claim against BLK. Any claim not notified within such period shall, to the fullest extent permitted by law, be deemed waived and time-barred, and no proceedings in respect of such claim may be brought against BLK thereafter, subject always to Clause 8.10 and applicable law.

(c) Third-Party Content and User Conduct. BLK shall have no liability for any claim arising from content, materials, images, listings, specifications, descriptions, representations, omissions or conduct of Users, including but not limited to intellectual property infringement, misrepresentation, unlawful activity, inaccurate information or misleading content. Such claims shall be the sole responsibility of the User who submitted, uploaded, displayed, published or engaged in the relevant content or conduct.

(d) Investment, Securities and Market-Related Claims. The Site and Services do not constitute investment advice, financial advice, a financial promotion, or any recommendation. Any Information made available through the Site is provided for general informational purposes only and may not have been independently verified. Users acknowledge that they shall not rely on such Information for any investment or commercial decision. To the fullest extent permitted by law, BLK, its Affiliates, directors, officers, employees, agents, representatives and advisers shall have no liability for any loss arising directly or indirectly from reliance on such Information, investment or trading decisions, market fluctuations, or forward-looking statements.

(e) No Personal Liability of Officers. To the fullest extent permitted by law, no director, officer, employee, agent, representative or adviser of BLK shall have any personal liability to any User in respect of any claim arising out of or in connection with this Agreement, the Site, the Services, any Transaction, any information made available through the Site, or any investment or market-related matter. Any such liability shall be solely that of BLK Global PLC, subject to the limitations and exclusions set out in this Agreement. No individual shall owe any duty of care to any User including any claim alleging misrepresentation, misleading statement, reliance on Information, or arising from any Transaction or User conduct.

8.9 The limitations and exclusions of liability to you under the Agreement shall apply to the maximum extent permitted by law and shall apply whether or not Blkcommodities.com has been advised of or should have been aware of the possibility of any such losses arising.

8.10 Nothing in this Agreement shall limit or exclude our or your liability for death or personal injury resulting from negligence; limit or exclude your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.

8.11 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

8.12 Section 8 and all clauses contained therein shall survive termination of the Agreement and remain in full force indefinitely.

8.13 The limitations and exclusions of liability set out in this Clause 8 shall apply only to the liability of BLK Global PLC to Users. For the avoidance of doubt: (a) nothing in this Clause shall limit or restrict any indemnity given by a User in favour of BLK under this Agreement; and (b) all such indemnities shall be uncapped, to the fullest extent permitted by law.

8.14 Information, Data and Investment Disclaimer

All information, data, content, materials, pricing, market information, analytics, forward-looking statements and other content made available on or through the Site or the Services (the “Information”) is provided for general informational purposes only. BLK Global PLC makes no representation, warranty or undertaking, whether express or implied, as to the accuracy, completeness, reliability, timeliness or fitness for any particular purpose of the Information. All Information made available on or through the Site shall be classified as unverified commercial data unless expressly identified as regulated disclosure by BLK Global PLC. The Information has not been independently verified and may be subject to change, amendment or withdrawal without notice.

The Information may include operational, estimated or internally derived data and may not be prepared in accordance with IFRS, UK GAAP or any other recognised accounting or reporting standards. The Information may be incomplete, simplified or subject to underlying assumptions, qualifications or limitations not fully described on the Site.

No Information made available on or through the Site shall be treated as investor relations material, regulated disclosure, an admission document, prospectus, offering memorandum, financial promotion or securities marketing material unless expressly identified as such by BLK Global PLC. For the avoidance of doubt, any Information made available outside formally designated investor materials or regulatory disclosures is not prepared in accordance with any applicable securities laws, disclosure standards or financial reporting frameworks.

Forward-Looking Statements are inherently uncertain, may differ materially from actual results, and are provided only as at the date made. BLK undertakes no obligation to update or revise any Information or Forward-Looking Statement except to the extent required by applicable law or regulatory obligation.

The Information does not constitute and shall not be construed as: (a) investment advice, financial advice, trading advice or a recommendation; (b) an offer, invitation or solicitation to buy, sell or otherwise deal in any securities, commodities or financial instruments; or (c) a basis for any investment, trading or commercial decision.

Each User, visitor, investor, prospective investor and any other person accessing or using the Site acknowledges and agrees that they shall not rely on the Information and that any reliance would be unreasonable, and shall conduct their own independent analysis and seek appropriate professional advice.

To the fullest extent permitted by law, BLK Global PLC, its Affiliates, directors, officers, employees, agents, representatives and advisers shall have no liability whatsoever for any loss or damage arising directly or indirectly from: (i) reliance on the Information; (ii) any inaccuracy, omission or error in the Information; or (iii) any investment, trading or commercial decision made based on the Information.

No director, officer, employee, adviser, agent or representative of BLK assumes any personal responsibility to any User, visitor, investor, prospective investor or other person for the Information or for any reliance placed upon it. Users acknowledge that reliance on such Information for investment or commercial decisions would be unreasonable.

No Information constitutes “inside information” or regulated disclosure for the purposes of applicable securities laws unless expressly identified as such by BLK Global PLC, unless and to the extent required under applicable law or regulatory obligation. This Clause shall be read together with BLK Global PLC’s Investor Relations Policy, which is incorporated by reference to the extent applicable.

8.15 Without prejudice to Clause 8.14, each User acknowledges and agrees that:

1. no Information made available on or through the Site is directed at or intended for use by any person located in the United States;
2. the Site and Services do not constitute an offer, solicitation or sale of securities in the United States;
3. the securities of BLK Global PLC have not been and will not be registered under the United States Securities Act of 1933, as amended;
4. any purchase or sale of securities of BLK Global PLC by the User is undertaken outside the United States and in compliance with applicable laws;
5. the User shall not rely on the Site, the Services or any Information as the basis for any investment decision.

To the fullest extent permitted by applicable law, each User irrevocably waives any right to bring or participate in any claim against BLK Global PLC or any BLK Indemnified Party under the laws of the United States of America or any State thereof, including any claim arising under United States federal or state securities laws. Nothing in this Clause shall operate to exclude any liability which cannot lawfully be excluded. Nothing on the Site constitutes a public disclosure for the purposes of applicable market abuse laws, including the UK Market Abuse Regulation, unless expressly identified as such by BLK Global PLC. The Site is not a regulated disclosure channel.

8.16 Each User acknowledges that it has not relied on any statement, representation or warranty not expressly set out in this Agreement and that any reliance on Information would be unreasonable.

8.17 The parties acknowledge that the allocation of risk under this Clause 8 is a fundamental basis of the Agreement and that the fees charged by BLK reflect this allocation. Each User confirms that the limitations and exclusions of liability are reasonable having regard to the nature of the Services and the availability of alternative providers.

8.18 No User shall be entitled to recover any loss unless such loss is directly caused by BLK’s breach of this Agreement and would not have arisen but for such breach. BLK shall not be liable for any loss arising from third parties, market conditions, User decisions, or any combination thereof.

9. Force Majeure

9.1 Under no circumstances shall BLK Global PLC be held liable for any delay or failure or disruption of the content or Services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, embargo, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third-parties.

10. Intellectual Property Rights

10.1 BLK Global is the sole owner or lawful licensee of all the rights and interests in the Site and the Site content. The Site and Site content embody trade secrets and other intellectual property rights protected under worldwide copyright laws. All title, ownership and intellectual property rights in the Site and Site content shall remain with Blkcommodities.com, our affiliates or licensors of the Site content, as the case may be. All rights not otherwise claimed under the Terms or by Blkcommodities.com are hereby reserved.

10.2 "BLKCOMMODITIES", "BLKCOMMODITIES.COM", “BLKCOMMODITIES.CO.UK”, “BLK GLOBAL” and related icons and logos are registered trademarks or trademarks or service marks of BLK Global and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.

10.3 Blkcommodities.com may have independent third-parties involved in the provision of the Services (e.g. third-party payment service providers). You may not use any trademark, service mark or logo of any such providers.

10.4 The User shall not, and shall not permit any third party to:

• copy, reproduce, extract, scrape, harvest or otherwise use any part of the Site, its structure, workflows or functionalities;
• reverse engineer, decompile or derive the underlying logic, architecture or business processes of the Site;
• use the Site or any Information obtained from it to develop a competing product or service.

10.5 The User shall not use the Site or Services for the purpose of: (a) benchmarking; (b) competitive analysis; or (c) developing or improving a competing platform.

11. Notices

11.1 All legal notices or demands to or upon BLK shall be made in writing in the English language and sent by courier or certified mail to BLK Global PLC, Legal Department, 2nd Floor, 48 West George Street, Glasgow G2 1BP, United Kingdom, marked as “Legal Notice”, for the attention of a Company director. Notices shall be effective only upon actual receipt by BLK.

11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Blkcommodities.com, or by posting such notice or demand on an area of the Site that is publicly accessible free of charge. Notice to a User shall be deemed to be received by such User if and when:

1. Blkcommodities.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User or;
2. 24 hours after Blkcommodities.com posting such notice on an area of the Site that is publicly accessible free of charge.
3. if sent via email, within one (1) hour of sending such notice;
4. if sent via courier, upon signed reception by recipient;
5. if sent by ordinary mail, three (3) working days from the date of dispatch.

11.3 You agree that all agreements, notices, demands, disclosures and other communications that Blkcommodities.com sends to you electronically shall be treated as confidential except where disclosure is required by law.

12. Disputes between Buyers, Sellers and Shippers

12.1 Any dispute or claim arising out of or in connection with a Transaction between a Buyer and a Seller, Shipper or other User shall be resolved directly between the relevant parties under the applicable Contract. BLK is not a party to such Transaction and shall have no responsibility for resolving the dispute.

12.2 Should the parties specified in 12.1 not come to an agreement through amicable negotiations within a period of thirty (30) days since the dispute arose, they may request Blkcommodities.com to act as an intermediary. BLK may, but is not obliged to, facilitate communications or provide non-binding administrative assistance in accordance with Clause 3.7. Any such assistance shall not constitute mediation, arbitration, adjudication, expert determination, escrow decision, legal advice or any determination of the parties’ legal rights or liabilities.

12.3 If the dispute is not resolved within ninety (90) days, the relevant parties may refer the dispute to arbitration under the Rules of the London Court of International Arbitration (LCIA), which shall be final and binding between those parties. BLK shall not be a party to such arbitration unless expressly agreed in writing.

12.4 Where payment functionality is made available through the Site, BLK may suspend, reverse, release or withhold any payment instruction where it reasonably considers this necessary for platform administration, fraud prevention, sanctions compliance, legal compliance, risk management, chargeback handling or protection of the Site. Any such action is administrative only and shall not constitute a determination of legal rights or liabilities. To the fullest extent permitted by law, the relevant Users waive any claim against BLK, its Affiliates, directors, officers, employees, agents and representatives arising out of or in connection with any such administrative action, except to the extent caused by BLK’s fraud, wilful misconduct or any liability that cannot lawfully be excluded.

12.5 Without prejudice to Clause 6.6, each User shall indemnify BLK Global PLC, its Affiliates, directors, officers, employees, agents and representatives on a full indemnity basis against all losses, claims, damages, liabilities, costs and expenses, including legal fees, arising out of or in connection with: (a) any Transaction dispute involving that User; (b) any claim brought by that User against BLK; (c) that User’s use of the Site or Services; or (d) that User’s breach of this Agreement, except to the extent caused by BLK’s fraud, wilful misconduct or any liability that cannot lawfully be excluded. Amounts reasonably incurred by BLK shall be payable on demand.

12.6 Nothing in this Clause 12 shall prevent BLK or any User from seeking urgent injunctive, protective or equitable relief from any court of competent jurisdiction.

13. Termination

13.1 This Agreement shall remain in full force and effect while you use the Services and for a period of twelve (12) months from the date of your last access to the Site (“The Term”).

13.2 You may terminate your use of the Services at any time by deleting your account or simply ceasing to use the Services. In such event, you shall not be entitled to any refund of any fees that you may have paid prior to you ceasing to use the Services.

13.3 Blkcommodities.com may terminate this Agreement, suspend your access to the Services or part of the Services and/or terminate your membership for any reason and without prior notice, which may result in the destruction of all information and records associated to your membership. Blkcommodities.com may also terminate or suspend any and all Services immediately, without prior notice and without any liability whatsoever to you if you are believed, in our reasonable opinion, to be in breach of any of the terms of this Agreement.

13.4 Upon termination, all of your outstanding unpaid invoices and/or fees and interests shall become payable immediately and, in respect of all Services supplied but for which no invoice has been submitted to you, BLK Global shall submit an invoice which shall be payable by you immediately.

13.5 The accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including but not limited to BLK Global’s right to claim damages in respect of any breach of the Agreement.

13.6 Upon termination of your account, your right to use the Services shall immediately cease. All those terms which expressly or by implication have effect after termination, including without limitation, warranties, disclaimers and limitations of liability, shall remain in full force and effect indefinitely.

14. Use of Logo and Publicity

14.1 Subject to any written objection by the User, BLK may identify the User as a marketplace participant or customer using the User’s name and logo in factual marketing materials, provided such use does not imply endorsement, investment recommendation, partnership, agency or exclusivity. Clause 14.1 shall apply notwithstanding Clause 14.2.

14.2 You and Blkcommodities.com shall consult with each other in issuing any press releases or otherwise making public statements with respect to this Agreement and no Party shall issue any such press release or otherwise make any such public statement without prior consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding all of the above, you authorise Blkcommodities.com to make an initial public statement on the commencement of a business relationship between you and Blkcommodities.com, without disclosing any sensitive, commercial or otherwise confidential information.

15. General Provisions

15.1 Subject to any Additional Agreements, the Agreement, together with the Terms of Use, Product Listing Policy, Privacy Policy, Intellectual Property Right (IPR) Protection Policy, all other policies, rules, and other documents published on the Site constitute the entire agreement between you and Blkcommodities.com with respect to your use of the Site and Services. They supersede any previous agreement, understanding, discussion or exchange between the parties (or their representatives) relating to the use of the Site and the Services which now forms the subject matter of the Agreement.

1. Both parties agree and represent to each other that neither party is entering into the Agreement as a result of, or in reliance on, any warranty, representation, statement, agreement or undertaking of any kind whatsoever (whether in writing or oral and whether made negligently or innocently) made by any person other than as expressly set out in the Agreement as a warranty and identified as such in the Agreement as a warranty.
2. For the avoidance of doubt, it is intended and agreed that any liability which might otherwise have arisen in tort for negligent misrepresentation or for negligent or innocent misrepresentation whether at common law or under statute is hereby excluded and any remedy that might otherwise have so arisen is rejected. To the fullest extent permitted by law, all liability for misrepresentation (other than fraudulent misrepresentation) is excluded.
3. Nothing in this Clause shall limit or exclude any liability for fraud.

15.2 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture, employee-employer relationship or franchiser-franchisee relationship between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

15.3

1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, or in breach of the relevant sanctions, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.
2. If any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

15.5 A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 Blkcommodities.com shall have the right to assign the Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of Blkcommodities.com).

1. You shall not, without the prior written consent of Blkcommodities.com, assign or transfer any or all of your rights or obligations under the Agreement to any person or entity.
2. You shall not, without the prior written consent of Blkcommodities.com, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under any Contract that you may enter, from time to time, by conducting transactions with other users on the Site.

15.7 Throughout the duration of this Agreement and for a period of twelve (12) months thereafter, you shall not solicit or endeavour to solicit Blkcommodities.com or any of their employees, unless express permission has been given.

15.8 During the term of this Agreement and for a period of eighteen (18) months after the User’s last use of the Site, the User shall not, without BLK’s prior written consent, directly or indirectly: (a) use any Confidential Information, platform data, system outputs, workflows, pricing mechanisms, transaction structures, operational processes, or commercial methodologies obtained through the Site; or (b) copy, replicate, reverse engineer, model, benchmark or otherwise use the Site or Services as a reference to develop, establish or operate any competing digital marketplace or platform for commodity transactions.

For the purposes of this Clause, a competing digital marketplace or platform means an online or technology-enabled marketplace whose principal purpose is to facilitate third-party sale and purchase transactions in commodities, raw materials, industrial supplies or related logistics services between buyers, sellers and/or shippers.

This Clause does not prevent a User from carrying on its ordinary course business as a buyer, seller, trader, shipper, broker, logistics provider or service provider, provided that the User does not use BLK’s Confidential Information, platform data, introductions or business opportunities to circumvent BLK or to establish or support a competing digital marketplace.

The parties agree that this restriction is reasonable and necessary to protect BLK’s legitimate business interests, including its Confidential Information, platform data, goodwill, user network, commercial relationships and marketplace opportunities. The User acknowledges that a breach of this Clause would cause irreparable harm to BLK for which damages may not be an adequate remedy, and BLK shall be entitled to seek injunctive or equitable relief without the need to prove special damage. The User acknowledges that the duration, scope and geographic application of this Clause are reasonable and necessary. Each restriction in this Clause is intended to be severable and enforceable independently. This Clause shall survive termination or expiry of this Agreement.

15.9 Except as set out in this Agreement, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is posted by Blkcommodities.com on the Site, where it is publicly accessible free of charge.

15.10 Clauses 4, 5, 6, 7, 8, 12, 15 and any other provisions which by their nature are intended to survive shall survive termination.

15.11 This Agreement and any dispute or claim (including non-contractual claims) shall be governed exclusively by the laws of England and Wales, to the exclusion of any other law, including any law of the United States of America or any State thereof.

1. Subject to this Clause, the parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction for the purpose of hearing and determining any suit, action or proceedings and/or to settle any disputes arising out of or in any way relating to this Agreement or its formation or validity ("Proceedings") and for the purpose of enforcement of any judgment against its property or assets.
2. Nothing in this clause shall (or shall be construed so as to) limit the right of BLK Global PLC to take Proceedings against you in the courts of any country in which you have assets or in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

15.12 Each User irrevocably agrees that any dispute, claim or proceeding arising out of or in connection with this Agreement, the Site, the Services or any Transaction (including any non-contractual obligations) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

To the fullest extent permitted by applicable law, each User irrevocably waives any objection to proceedings being brought in such courts, including any claim that such proceedings have been brought in an inconvenient forum.

To the fullest extent permitted by applicable law, each User further agrees not to commence or pursue any claim, action or proceeding against BLK Global PLC or any BLK Indemnified Party in any jurisdiction other than the courts of England and Wales, including, without limitation, any court of the United States of America or any State thereof.

Each User undertakes that it shall not bring, commence or maintain any claim, action or proceeding against BLK Global PLC or any BLK Indemnified Party in the United States of America or under any United States federal or state law.

Any claim brought in breach of this Clause shall constitute a material breach of this Agreement and BLK shall be entitled to seek immediate injunctive relief and/or damages, including recovery of all legal costs incurred in defending such claim. The User acknowledges that damages may not be an adequate remedy for breach of this Clause and BLK shall be entitled to seek injunctive or equitable relief.

The User shall indemnify BLK for all costs, expenses and liabilities incurred in connection with any proceedings brought in breach of this Clause.

15.13 To the fullest extent permitted by law, each User agrees that any claim shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

15.14 Each User agrees that the courts of England and Wales are the most appropriate and convenient forum for any dispute and irrevocably waives any argument to the contrary, including any claim based on forum non conveniens.

Schedule 1

List of Fees

Seller Fees

Seller agrees to pay the fees for the aggregated volume of business conducted through the Site during each calendar month as per Table 1.

Product Listing: free of charge for all Sellers, for all products

Product Editing: free of charge for all sellers, for all products

Marketplace Promotional Rebate

A. Seller Payment of Transaction Fees. The Seller agrees to pay the full, undiscounted Transaction Fees set forth in Table 1 for all transactions conducted via the Marketplace. The Seller's obligation to pay each fee invoice is separate and distinct from its potential eligibility to receive any rebate under this program.

B. Marketplace Promotional Rebate.

(a) Consideration: In consideration for the Seller granting BLK a valuable Right of First Offer for Logistics Services as detailed in clause C below, the Marketplace shall pay the Seller a Promotional Rebate.

(b) Payment and Mechanism: For each transaction where the Seller complies with clause C, the Marketplace shall pay a Promotional Rebate equal in value to the Transaction Fee payable by the Seller for that same transaction. This payment will be initiated by the Marketplace as a "Promotional Chargeback" to the Seller's account or original payment method within fifteen (15) days of the Seller's Transaction Fee invoice.

(c) Intent of the Parties: For the avoidance of doubt, the parties acknowledge and agree that the Transaction Fee constitutes payment for services rendered by the Marketplace and is intended to be recognized as revenue by the Marketplace. The Promotional Rebate constitutes a separate marketing and business development expense incurred by the Marketplace to secure shipping priority.

C. Right of First Offer (ROFO) Procedure. The Seller’s eligibility for the Promotional Fee Rebate under this is strictly conditional upon the Seller granting BLK the right of first offer for Logistics Services for each applicable transaction.

(a) Definitions: "Logistics Services" shall mean the ocean freight, port handling, cargo inspection and stevedoring services required to fulfil the shipment of goods sold by the Seller.

(b) Procedure: For each shipment requiring Logistics Services, the Seller shall first provide BLK with a Request for Quotation (RFQ) containing all necessary specifications. BLK shall have forty-eight (48) hours (or two business days) to provide a binding quotation. The Seller may only solicit offers from third-party logistics providers after either: (i) receiving BLK's quotation, or (ii) the forty-eight (48) hour period has expired without a response from BLK.

(c) Forfeiture: Should the Seller engage a third party for Logistics Services without first adhering to the procedure in clause C.(b), the right to the Promotional Fee Rebate for that specific transaction shall be irrevocably forfeited.

For the avoidance of doubt, the granting of a Right of First Offer does not create any obligation on the Seller to accept any quotation from BLK, nor does it confer any preferential, exclusive or priority right on BLK to perform Logistics Services. The Seller remains at all times free to engage any third-party logistics provider on terms it considers appropriate.

The Promotional Rebate is consideration solely for granting BLK the opportunity to submit a quotation and is not contingent upon BLK performing any Logistics Services.

The granting of the Right of First Offer and the receipt of any Promotional Rebate shall not create any partnership, agency, joint venture, exclusivity arrangement or dependency between the parties, nor shall it affect the independent nature of any Logistics Services.

Additional Product Listing Subscription Types

Shipper Fees

Shipper agrees to pay the fees for the aggregated volume of business conducted through the Site during each calendar month as per Table 3.

Schedule 2

List of Services

General Services: The provision of all the Site functionalities, capabilities, applications and other facilities including but not limited to the functionality to register; display products and/or services; request and receive quotations; track sales; modify/delete products for sale; make and receive payments; generate, send, receive invoices and/or Purchase Orders; upload images, media, files, datasheets, specifications, business information and other content; search, filter view products/services listed and any other Site content; any other service, functionality, application or capability that we may, from time to time, make available on the Site.

Services specific to subscriptions types

1. Standard

Unregistered User: Free access to view all Site free content and use part of the General Services, including but not limited to the functionality to register, search, view, filter products/services listed by Sellers; make payments online or offline by accessing relevant Seller or Shipper information; provide billing, shipping and other information necessary to the performance of the Contract with a Seller or a Shipper.

Buyer: Free access to view all site free content and use the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; request, receive, accept or reject quotations for products/services by Sellers, Shippers or other Members; make payments online or offline by accessing relevant Seller or Shipper information; provide billing, shipping and other information necessary to the performance of the Contract with a Seller or a Shipper; view and export order history; review products and Sellers; all the functionalities which we may, from time to time, make available through the Site. All those other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers or Shippers are excluded.

Seller: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Shipper; listing, delisting, modification of products/services; view and export order history; review Buyers; and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers.

Shipper: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Seller; view and export order history; and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Shippers.

2. Bronze (only applicable to Sellers)

Seller: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, including the Bronze Subscription Fee detailed in Table 3, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Shipper; listing, delisting, modification of products/services; view and export order history; review Buyers; addition of selected products/services to the LATEST list for a period of time of up to 12 months (depending on the availability of the slots); and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers.

3. Silver (only applicable to Sellers)

Seller: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, including the Silver Subscription Fee detailed in Table 3, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Shipper; listing, delisting, modification of products/services; view and export order history; review Buyers; addition of selected products/services to the LATEST list for a period of time of up to 12 months (depending on the availability of the slots); addition of selected products/services on MOST RECOMMENDED list for a period of time of up to 12 months (depending on the availability of the slots); and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers.

4. Gold (only applicable to Sellers)

Seller: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, including the Silver Subscription Fee detailed in Table 3, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Shipper; listing, delisting, modification of products/services; view and export order history; review Buyers; addition of selected products/services to the LATEST list for a period of time of up to 12 months (depending on the availability of the slots); addition of selected products/services on MOST RECOMMENDED list for a period of time of up to 12 months (depending on the availability of the slots); addition of selected products/services on TODAY'S DEALS list for a period of time of up to 12 months (depending on the availability of the slots); and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers.

5. Platinum (only applicable to Sellers)

Seller: Free access to view all site free content and, upon full and prompt payment of the Fees listed in Schedule 1, including the Silver Subscription Fee detailed in Table 3, in accordance with the BLK Credit Terms set out in Clause 5.7, use of the Site General Services, including but not limited to the functionality to register, modify and/or update account information; search, view, filter products/services listed by Sellers; receive request for quotations for products/services and prepare responses to the same; receive payments online or offline by providing relevant banking and other business information; provide billing, shipping and other information necessary to the performance of the Contract with a Buyer or a Shipper; listing, delisting, modification of products/services; view and export order history; review Buyers; addition of selected products/services to the LATEST list for a period of time of up to 12 months (depending on the availability of the slots); addition of selected products/services on MOST RECOMMENDED list for a period of time of up to 12 months (depending on the availability of the slots); addition of selected products/services on TODAY'S DEALS list for a period of time of up to 12 months (depending on the availability of the slots); addition of one selected product/service on homepage banner for a period of time of up to 12 months (depending on the availability of the slots); and all other functionalities that we may, from time to time, make available through the Site which are intended implicitly for Sellers.