1. Interpretation

1.1 In this Agreement the following definitions shall apply:

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 laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, security, integrity or protection of personal data, including without limitation, the EU Data Protection Directive 95/46/EC and the EU ePrivacy Directive 2002/58/EC together with all national implementing legislation, the EU General Data Protection Regulation (GDPR) 2016/679 and all other applicable data protection laws, in each case as amended or superseded from time to time.

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 administered by OFAC or the European Union, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region.

Global Trade Laws: the U.S. Export Administration Regulations; the U.S. International Traffic in Arms Regulations; the economic sanctions rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) as well as any relevant Executive Orders; the economic sanctions rules and regulations administered by the United Kingdom’s European Union (“E.U.”) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other E.U. Council sanctions regulations, as implemented in E.U. Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other applicable economic sanctions or export and import control laws.

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; 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 In this Agreement the following definitions shall apply:

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, all policies, rules, Terms of Use and other documents published on the Site form a legally binding agreement between you and BLK Global. By accessing the Site and/or using the Services, you agree to accept and be bound by this Agreement. Please do not use the Site if you do not accept all of the terms of this Agreement. By browsing the Site and using any of its functionalities, you shall be deemed to have agreed to all terms contained herewith.

2.4 You acknowledge and agree that Blkcommodities.com may amend any terms of this Agreement and the Terms of Use at any time by publishing the relevant amended version on the Site. The amended terms shall be effective immediately upon publishing. By continuing to use the Site, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorised officer of BLK Global.

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 refund to Buyer and/or release to Seller and/or Shipper all or part of the funds 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, to refuse or cancel any Transaction. Some situations that may result in an Online Transaction being rejected or cancelled include the identification and prevention frauds, 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 Disputes between Buyers, Sellers, Shippers. You agree that any Dispute arising between you and another party in relation to a Transaction will be handled in accordance with clause 12, and that Blkcommodities.com shall have the full right and power to make a determination for such Dispute. Upon notification of a Dispute, Blkcommodities.com shall have the right to request all parties involved to provide documentation and/or evidence. You agree that Blkcommodities.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Blkcommodities.com is not a judicial or arbitration institution and will make the determinations only as a non-professional body. BLK Global does not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You undertake not to hold Blkcommodities.com and our affiliates liable for any material which is untrue, inaccurate or misleading.

3.8 You acknowledge and agree that Blkcommodities.com shall have the full power, authority and discretion to reject or cancel an Online Transaction, to make a determination on any Dispute between Buyers, Sellers and Shippers, including the remittance of the funds under an Online Transaction in accordance with this Agreement. You acknowledge that this Agreement may not cover all the issues that could arise in connection with an Online Transaction and therefore agree that Blkcommodities.com shall have the right to modify or supplement the Agreement. Furthermore, you agree that Blkcommodities.com shall have the right to make determinations wherever we deem appropriate, based upon any evidence received by us, common principles and best practices in the relevant industries and interests of all parties involved.

3.9 In case of any Dispute in connection with any Online Transaction, the records of Blkcommodities.com shall take precedence and be regarded as conclusive.

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.

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.

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.

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.

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.

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 neither 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.

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.

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.

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 Blkcommodities.com’s records, Blkcommodities.com’s records shall prevail.

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 a monthly rate of 5% above Barclay’s base rate, plus administration fees calculated on the basis of USD 100 per manhour 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.

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.

6.6 You agree to indemnify Blkcommodities.com, our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise out of or in connection with your use of the Services or from your breach of this Agreement. Blkcommodities.com reserves the right, at our own sole discretion, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Blkcommodities.com in asserting any available defences.

6.7 You acknowledge and agree that Blkcommodities.com may, through your use of the Services, collect information about you and your Transactions, including but not limited to your credit information, business information, personal information (such as name and billing address), and financial information (the “Collected Information”). You agree that Blkcommodities.com has the right to use the Collected Information for the purposes of carrying out the Services and in accordance with Blkcommodities.com’s Privacy Policy. All of your information shall be securely encrypted and protected via a number of different means, as specified in the Privacy Policy and in accordance with the EU GDPR 2018 regulations. You agree that Blkcommodities.com may use the Collected Information for use in the operation, marketing and promotion of the Site as other Site’s products and services. If you have provided Blkcommodities.com a supplier registration form in relation to an offer made offline you agree and acknowledge that Blkcommodities.com may, at its discretion, set up a dedicated user account with the relative display of products for sale.

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. Should users be found in breach of this clause 6.8, BLK Global shall have the right to invoice each party a fee equal to 5% of their gross annual turnover. Any fees under clause 6.8 shall be due and payable immediately.

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 Reciving Party shall not at any time (without prior written consent of Blkcommodities.com):

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 Blkcommnodities.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 User hereby agrees to indemnify and save Blkcommodities.com, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User's use of the Site or Services (including but not limited to the display of User's information on the Site) or from your breach of any of the terms and conditions of the Agreement. Each User hereby agrees to indemnify, save Blkcommodities.com, our affiliates, directors, officers and employees harmless and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise from User's breach of any representations and warranties made by User to Blkcommodities.com, including but not limited to those set forth in Section 6.

8.6 User agrees to indemnify, save Blkcommodities.com, our affiliates, directors, officers, employees and agents harmless, and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third-parties relating to products offered or displayed on the Site. Each User hereby agrees that Blkcommodities.com is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Blkcommodities.com reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Blkcommodities.com in asserting any available defences.

8.7 Blkcommodities.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:

1. the use or the inability to use the Site or Services;
2. any defect in goods, samples, data, information or services purchased or obtained from a User or any other third-party through the Site;
3. violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
4. unauthorised access by third-parties to data or private information of any User;
5. statements or conduct of any User of the Site; or;
6. any matters relating to Services however arising, including negligence.

8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Blkcommodities.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Services during any calendar year shall be limited to the minimum of a) any amounts due under Blkcommodities.com payment assurance up to the price the item sold on Blkcommodities.com; b) the amount of fees in dispute not to exceed the total fees which you paid to us in the twelve (12) months prior to the action giving rise to the liability; c) USD 100; in respect of any and all Claims arising under or in connection with the Site, of whatsoever nature and howsoever arising.

8.9 All claims arising out of or in connection with the use of the Site or Services must be filed within seven (7) calendar days from the date of the action from which the claim arose (“Limitation Period”). The Limitation Period shall begin on the day of the action from which the claim arose and shall expire on the seventh (7th) calendar day afterwards. Claims are to be made in writing and submitted by post to the attention of the BLK Global Ltd. Legal Department, 42 Laighpark View, PA3 2PE, Paisley, Renfrewshire, United Kingdom. Claims cannot be brought after the expiry of the Limitation Period. The provisions of the UK Limitation Act 1980 are hereby expressly excluded.

8.10 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.

8.11 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.

8.12 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.

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

9. Force Majeure

9.1 Under no circumstances shall Blkcommodities.com shall 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.

11. Notices

11.1 All legal notices or demands to or upon Blkcommodities.com shall be made in writing in the English or Italian language and sent to Blkcommodities.com by courier or certified mail to the following entity and address: BLK Global Ltd. Legal Department, 42 Laighpark View, PA3 2PE Paisley, Renfrewshire, United Kingdom (email: legal@blk-global.com). The notices shall be effective when they are received by Blkcommodities.com in any of the above-mentioned manner.

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 are regarded as confidential

12. Disputes between Buyers, Sellers and Shippers

12.1 If any dispute or claim arises out of or in connection with a Transaction between a Buyer and a Seller or a Shipper, the parties in question undertake to resolve the dispute through amicable negotiations.

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, as per Clause 3.7

12.3 In the event that a dispute between the parties specified in 12.1 is not resolved through amicable negotiation with the mediation of Blkcommodities.com within a period of ninety (90) days, and if you are dissatisfied with Blkcommodities.com determination, you shall refer the case to the London Court of International Arbitration (LCIA), and you agree that the LCIA’s decision shall be final and binding upon all parties specified in 12.1.

12.4 If any of the parties specified in 12.1 fails to apply for mediation (as per 12.2) or arbitration (as per 12.3) within the prescribed period, the dispute shall be deemed as resolved.

12.5 In the event that Blkcommodities.com holds any funds during the time of the claim as per the Blkcommodities.com Secure Pay service, Blkcommodities.com shall assign or dispose of the funds, in accordance with the outcome of the claim. All parties in question and as specified in 12.1 shall be deemed to have waived any claim against Blkcommodities.com, our affiliates, agents, employees and directors.

12.6 If you initiate any legal proceedings against Blkcommodities.com or our affiliates, including any legal proceedings disputing Blkcommodities.com’s determination as per clause 12, you shall hold Blkcommodities.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages (including legal costs on a full indemnity basis and any amounts paid by us to a third-party in settlement of a claim or dispute on the advice of our legal advisers) that may be suffered by us.

12.7 Notwithstanding the foregoing provisions, any party specified in 12.1 may seek injunctive or other equitable relief against the other in any court of competent jurisdiction prior to or during the arbitration.

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 You shall grant Blkcommodities.com the use of your logo on its marketing material and bid documentation

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 statue is hereby excluded and any remedy that might otherwise have so arisen is rejected.
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 Throughout the duration of this Agreement and for a period of five (5) years from its termination, you shall not, either personally or by an agent, whether on your own or in association with another person/organisation, engage in business with or be in any way interested in any person, firm, company or organisation that conducts any business of BLK Global by providing the Services for the provision of the sale and purchase of commodities, industrial supplies and any other product/service listed on the Site (“Restricted Business”), worldwide (the “Restricted Area”).

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.

14.10 These Terms shall be governed by and construed in accordance with the laws of England.

1. Subject to this Clause, the parties irrevocably agree that the courts of England 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 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.

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

Table 1
Band Designation	Monthly volume of sales (USD)	Applicable fee %
A	0 – 9,999	2.99
B	10,000 – 49,999	2.75
C	50,000 – 99,999	2.50
D	100,000 – 249,999	2.25
E	250,000 – 499,999	1.99
F	500,000 – 999,999	1.75
G	1,000,000 – 1,999,999	1.50
H	2,000,000 +	1.19

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

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

Additional Product Listing Subscription Types:

Table 2
Type	Standard	Bronze	Silver	Gold	Platinum
Maximum number of products allowed	Unlimited	Unlimited	Unlimited	Unlimited	Unlimited
Subscription Annual Fee (USD)	Free	49.99	99.99	199.99	499.99

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

Table 3
Band Designation	Monthly volume of sales (USD)	Applicable fee %
A	0 – 9,999	2.99
B	10,000 – 49,999	2.75
C	50,000 – 99,999	2.50
D	100,000 – 249,999	2.25
E	250,000 – 499,999	1.99
F	500,000 – 999,999	1.75
G	1,000,000 – 1,999,999	1.50
H	2,000,000 +	1.19

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.