Legal Terms

General Terms & Conditions

Sustainable Commodities B.V. - Platform Terms of Use

Last Updated: December 3, 2024 | Version 1.0 BETA

⚠️ BETA Platform Notice

This platform is currently in BETA testing phase. By registering and using Sustainable Commodities, you acknowledge and accept that:

• The platform may contain bugs, errors, or incomplete features
• Services may be interrupted, modified, or discontinued without notice
• Data loss or corruption may occur during the BETA phase
• Features and terms may change as we improve the platform
• You use this platform entirely at your own risk during the BETA period

1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set forth below:

"Platform" means the Sustainable Commodities online marketplace accessible at Sustainable.Bid and related services

"Operator" means Sustainable Commodities B.V., registered in the Netherlands

"User" means any registered party using the Platform, including Suppliers, Buyers, Traders, Brokers, and Oil Companies

"Supplier" means a User offering feedstocks or products for sale on the Platform

"Buyer" means a User seeking to purchase feedstocks or products via the Platform

"Trader" means a User engaged in buying and selling commodities for profit

"Broker" means a User facilitating transactions between parties for a commission

"Transaction" means any sale, purchase, or trade of commodities facilitated through the Platform

"Brokerage Fee" means the commission charged by the Operator per metric ton (MT) of commodities sold

"MT" means metric ton (1,000 kilograms)

2. Platform Role & Liability Disclaimer

2.1 Intermediary Role

The Operator acts solely as an intermediary and facilitator connecting Buyers and Suppliers through mediated communication. The Operator does NOT:

• Act as a party to any Transaction
• Take ownership of commodities listed on the Platform
• Guarantee the quality, quantity, or delivery of any commodities
• Verify the accuracy of information provided by Users
• Guarantee the performance or solvency of any User
• Provide legal, financial, or tax advice

2.2 No Liability for Transactions

THE OPERATOR IS NOT LIABLE FOR:

• Any disputes arising between Users regarding Transactions
• Non-payment, non-delivery, or breach of contract by any User
• Quality defects, contamination, or non-conformity of commodities
• Losses, damages, or costs incurred by Users in connection with Transactions
• Force majeure events affecting delivery or performance
• Fraud, misrepresentation, or illegal activities by Users
• Data loss, platform downtime, or technical failures during BETA phase
• Market price fluctuations or changes in commodity values
• Regulatory changes affecting commodity trading

2.3 User Responsibility

Users are solely responsible for:

• Conducting their own due diligence on counterparties
• Negotiating and executing contracts directly with counterparties
• Ensuring compliance with all applicable laws and regulations
• Verifying the quality and specifications of commodities
• Arranging payment, delivery, insurance, and logistics independently
• Obtaining necessary permits, licenses, and certifications

3. Brokerage Fees & Commission

3.1 Fee Structure

The Operator charges a brokerage fee of 2 to 10 units per metric ton (MT) in the deal currency for commodities sold through the Platform. The exact fee depends on:

• Product type and category (UCO, HVO, FAME, etc.)
• Transaction volume (larger volumes may qualify for lower rates)
• Complexity of the deal and services provided
• Market conditions and commodity specifications

3.2 Currency

The brokerage fee is charged in the same currency as the Transaction (EUR, USD, GBP, or other agreed currency). If the Transaction is in a different currency, the fee will be converted at the prevailing market exchange rate on the date of invoice.

3.3 Payment Terms

Brokerage fees become due and payable upon:

• Confirmation of the Transaction by both parties, OR
• Delivery of the commodities (based on Bill of Lading date), OR
• Payment completion by the Buyer, whichever occurs first

The Operator reserves the right to invoice both Buyer and Supplier separately or jointly. Payment must be made within 14 days of invoice date unless otherwise agreed in writing.

3.4 Late Payment

In case of late payment, the Operator reserves the right to charge statutory interest (as per Dutch law) and collection costs. Persistent non-payment may result in account suspension or termination.

3.5 Volume Discounts

For high-volume or recurring Transactions, Users may request a custom fee structure. Contact the Operator's commercial team at [email protected] for negotiation.

4. User Obligations & Rules of Conduct

4.1 General Obligations

All Users must:

• Provide accurate, complete, and up-to-date information during registration
• Maintain the confidentiality of their account credentials
• Comply with all applicable laws, regulations, and industry standards
• Act in good faith and with commercial reasonableness
• Respect the intellectual property rights of the Operator and other Users
• Not engage in fraudulent, deceptive, or illegal activities
• Respond to Operator requests for information or documentation within reasonable timeframes

4.2 Supplier Obligations

Suppliers must:

• Ensure all listed commodities meet stated specifications and quality standards
• Provide accurate pricing, availability, and delivery information
• Honor confirmed Transactions and deliver commodities as agreed
• Provide necessary certificates (ISCC, COA, Bill of Lading, etc.) upon request
• Notify the Operator immediately of any changes to availability or specifications
• Maintain valid business licenses and permits
• Not list counterfeit, illegal, or sanctioned commodities

4.3 Buyer Obligations

Buyers must:

• Make payment as agreed in the Transaction terms
• Arrange for timely collection or delivery of commodities
• Conduct quality inspections within agreed timeframes
• Notify the Operator of any disputes or quality issues promptly
• Obtain necessary import licenses and permits
• Not delay payment unreasonably or without valid cause

4.4 Trader & Broker Obligations

Traders and Brokers must:

• Disclose their role as intermediaries to all parties
• Not misrepresent their authority or relationship with principals
• Maintain professional standards and ethical conduct
• Comply with all applicable brokerage and trading regulations
• Not engage in market manipulation or price fixing
• Maintain adequate professional indemnity insurance (recommended)

4.5 Prohibited Activities

Users are strictly prohibited from:

• Circumventing the Platform to avoid brokerage fees after initial contact
• Sharing false, misleading, or fraudulent information
• Manipulating prices or engaging in market abuse
• Harassing, threatening, or defaming other Users
• Attempting to hack, disrupt, or damage the Platform
• Using the Platform for money laundering or sanctions evasion
• Scraping or extracting data from the Platform without permission
• Impersonating other Users or the Operator
• Listing stolen, counterfeit, or illegal commodities

Violation of these prohibitions may result in immediate account termination, legal action, and reporting to relevant authorities.

5. Compliance, Sanctions & Anti-Money Laundering

5.1 Sanctions Compliance

Users must comply with all applicable sanctions laws, including but not limited to:

• EU sanctions regulations
• US OFAC (Office of Foreign Assets Control) sanctions
• UN Security Council sanctions
• National sanctions of their country of incorporation

Users warrant that they are not subject to sanctions and will not engage in Transactions involving sanctioned countries, entities, or individuals. The Operator reserves the right to conduct sanctions screening and refuse service to sanctioned parties.

5.2 Anti-Money Laundering (AML)

The Operator implements AML procedures in accordance with Dutch and EU law. Users must:

• Provide KYC (Know Your Customer) documentation upon request
• Disclose beneficial ownership and control structures
• Report suspicious activities to the Operator
• Cooperate with AML investigations
• Maintain records of Transactions for at least 5 years

5.3 Right to Refuse Service

The Operator reserves the right to refuse service, suspend accounts, or terminate access for Users who fail to meet compliance requirements, pose reputational risks, or are subject to regulatory investigations.

6. Intellectual Property

All content, trademarks, logos, software, and materials on the Platform are the exclusive property of the Operator or its licensors and are protected by copyright, trademark, and other intellectual property laws.

Users may not:

• Copy, reproduce, or distribute Platform content without written permission
• Use the Operator's trademarks or branding without authorization
• Reverse engineer, decompile, or disassemble the Platform software
• Create derivative works based on the Platform
• Remove or alter any copyright, trademark, or proprietary notices

7. Data Protection & Privacy

The Operator processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable privacy laws. By using the Platform, Users consent to:

• Collection and processing of personal and business data
• Sharing of data with counterparties for Transaction purposes
• Storage of data on secure servers within the EU
• Use of cookies and analytics tools to improve the Platform
• Retention of data for legal and regulatory compliance (minimum 5 years)

Users have the right to access, correct, or delete their data subject to legal retention requirements. For privacy inquiries, contact: [email protected]

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

8.1 The Operator's total liability for any claim arising from the use of the Platform shall not exceed the total brokerage fees paid by the User in the 12 months preceding the claim, with an absolute maximum of €1,000.

8.2 The Operator shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of business opportunities
• Loss of data or information
• Loss of goodwill or reputation
• Business interruption
• Cost of substitute services

8.3 The Operator does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses, especially during the BETA phase.

8.4 Users acknowledge that they use the Platform entirely at their own risk and are solely responsible for their business decisions and due diligence.

8.5 The Operator is not liable for the acts or omissions of third parties, including Users, payment processors, logistics providers, or government authorities.

9. Indemnification

Users agree to indemnify, defend, and hold harmless the Operator, its affiliates, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• Breach of these Terms and Conditions
• Violation of any law, regulation, or third-party rights
• Infringement of intellectual property rights
• Disputes with other Users or third parties
• Use or misuse of the Platform
• Negligence or willful misconduct
• Failure to pay brokerage fees

This indemnification obligation survives termination of the User's account.

10. Termination

10.1 Termination by User

Users may terminate their account at any time by contacting the Operator at [email protected]. Termination does not relieve Users of obligations arising from pending Transactions or unpaid brokerage fees.

10.2 Termination by Operator

The Operator may suspend or terminate User accounts immediately without notice if:

• User breaches these Terms and Conditions
• User engages in fraudulent, illegal, or prohibited activities
• User fails to pay brokerage fees within 30 days of invoice
• User poses a risk to the Platform, other Users, or the Operator's reputation
• Required by law, court order, or regulatory authorities
• User provides false or misleading information
• User is subject to sanctions or regulatory investigations

10.3 Effect of Termination

Upon termination, Users immediately lose access to the Platform. The Operator may retain User data as required by law or for legitimate business purposes (e.g., accounting, dispute resolution). Sections of these Terms that by their nature should survive termination (including liability limitations, indemnification, and dispute resolution) shall remain in effect.

11. Governing Law & Dispute Resolution

11.1 Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

11.2 Dispute Resolution

Any disputes arising from these Terms and Conditions or the use of the Platform shall be resolved through the following escalation process:

Negotiation: Parties shall first attempt to resolve disputes through good-faith negotiation within 30 days.
Mediation: If negotiation fails, disputes shall be referred to mediation under the rules of the Netherlands Mediation Institute (NMI) within 60 days.
Arbitration: If mediation fails, disputes shall be finally resolved by binding arbitration under the rules of the Netherlands Arbitration Institute (NAI), with the seat of arbitration in Amsterdam, the Netherlands. The arbitration shall be conducted in English or Dutch, as agreed by the parties.

11.3 Jurisdiction

For any matters not subject to arbitration (e.g., injunctive relief, interim measures), the courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction.

11.4 Costs

Each party shall bear its own costs in any dispute resolution process, unless otherwise determined by the mediator, arbitrator, or court.

12. Force Majeure

The Operator shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to:

• Natural disasters (earthquakes, floods, hurricanes, etc.)
• War, terrorism, civil unrest, or government actions
• Pandemics or public health emergencies
• Strikes, labor disputes, or supply chain disruptions
• Cyberattacks, hacking, or denial-of-service attacks
• Power outages, telecommunications failures, or internet disruptions
• Changes in law or regulatory requirements

In the event of force majeure, the Operator will make reasonable efforts to notify Users and resume services as soon as practicable.

13. Amendments to Terms

The Operator reserves the right to amend these Terms and Conditions at any time, especially during the BETA phase as the Platform evolves. Users will be notified of material changes via:

• Email to the registered email address
• Platform notification upon login
• Prominent notice on the website

Continued use of the Platform after amendments constitutes acceptance of the revised Terms. If Users do not agree with the amendments, they must cease using the Platform and may terminate their account.

14. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

15. Entire Agreement

These Terms and Conditions constitute the entire agreement between the User and the Operator regarding the use of the Platform and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral.

16. Contact Information

Sustainable Commodities B.V.

Registered Office: Lemsterpad 54-A1, Unit 103, 8531 AA Lemmer, Netherlands

Email: [email protected]

Support: [email protected]

Commercial: [email protected]

Website: https://sustainable.bid

Chamber of Commerce: [To be added]
VAT Number: [To be added]

By registering on the Platform, you confirm that you have read, understood, and agree to be bound by these General Terms and Conditions, including the BETA disclaimer and all liability limitations.

If you do not agree with these Terms, you must not use the Platform.

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