Terms of Service

Kupros is a verified marketplace for physical base metals transactions, operated by Kupros Holdings LLC (“Kupros,” “we,” “us,” “our”). The Platform connects KYB-verified commodity sellers with qualified buyers. By registering or using the Platform you agree to these Terms in full.

Kupros is not a broker, dealer, financial institution, or party to any transaction. We do not hold, control, or transmit funds. We do not guarantee counterparty performance, commodity quality, or delivery. Our role is limited to verification infrastructure, listing technology, deal negotiation tools, and document management. All payments execute directly between parties through standard banking channels.

A Platform Fee applies to all completed transactions as detailed in Section 7. The fee obligation is unconditional upon deal confirmation and survives termination of your account.

You may only register if you: (a) are at least 18 years old; (b) have full legal capacity to enter binding contracts; (c) represent a legally incorporated business entity with a valid tax identification number; (d) are not located in, incorporated in, or controlled by persons in any jurisdiction subject to EU, US, UK, or UN sanctions; and (e) provide accurate, complete, and current information at all times.

You warrant that all information provided during registration and throughout your use of the Platform is true, accurate, and not misleading. Providing false information is grounds for immediate termination and may constitute fraud under applicable law.

One account per individual. Sharing credentials is prohibited. Company administrators are jointly and severally responsible for all activity under their company account.

All companies must complete Know Your Business verification before accessing transactional features. Verification requires: (a) certificate of incorporation or equivalent; (b) tax identification number; (c) proof of registered operating address dated within 3 months; (d) government-issued photo ID of all authorized signatories; (e) valid export license where applicable; (f) bank account confirmation letter dated within 6 months; and (g) any additional documentation we request.

Verification is granted at our sole and absolute discretion. Verified status is not an endorsement of reliability, creditworthiness, or ability to perform. You remain solely responsible for counterparty due diligence.

We may suspend, revoke, or require renewal of verification at any time without notice if we determine that: (a) submitted documents were falsified or have expired; (b) the company’s status has materially changed; (c) the company has violated these Terms; or (d) we are required to do so by law or regulatory authority.

Falsification of KYB documents is grounds for immediate permanent termination, forfeiture of all pending deal rights, and referral to relevant law enforcement authorities.

This section is a material term of these Terms. By completing KYB verification and checking the fee agreement confirmation, you enter into a binding obligation to pay the Platform Fee on all deals completed through the Platform.

4.1 Fee Rate. The Platform Fee is 0.75% of the total confirmed deal value (volume × agreed unit price), calculated at the moment of deal confirmation.

4.2 Payable by Seller. The Platform Fee is payable exclusively by the seller in each transaction. The buyer bears no obligation for the Platform Fee.

4.3 Payment Obligation. The fee obligation arises automatically and unconditionally at the moment both parties confirm deal terms through the Platform. No further invoice or demand is required to create the obligation, though Kupros will issue a fee invoice as a courtesy.

4.4 Due Date. The Platform Fee is due within 14 calendar days of deal confirmation, regardless of whether the underlying physical transaction has settled, the LC has been issued, or the goods have been delivered. The fee obligation is independent of transaction performance.

4.5 Payment Method. Payment must be made by wire transfer to Kupros Holdings LLC per the banking details provided on the fee invoice. No other payment method is accepted unless agreed in writing by Kupros.

4.6 Late Payment. Fees not paid by the due date accrue interest at 2% per month (24% per annum) from the due date until payment in full. Late payment interest is automatically added to the outstanding balance.

4.7 Suspension for Non-Payment. Failure to pay the Platform Fee by the due date will result in automatic account suspension. Suspension is applied to the entire company account and all associated users. Access is reinstated only upon payment in full of all outstanding fees plus accrued interest.

4.8 No Offset. You may not offset, withhold, or deduct any amount from the Platform Fee on account of any dispute, claim, or counterclaim against Kupros or any counterparty. The Platform Fee must be paid in full regardless of any dispute.

4.9 Collection. Kupros reserves the right to pursue unpaid fees through all available legal channels, including but not limited to civil proceedings, arbitration under Section 13, and referral to commercial debt collection agencies. You agree to pay all reasonable costs of collection, including legal fees, in addition to the outstanding fee and interest.

4.10 No Fee on Unclosed Deals. No Platform Fee is charged on inquiries, negotiations, or deals that do not reach bilateral confirmation. The fee arises only upon confirmed deal formation.

You expressly agree not to circumvent the Platform to complete, continue, or replicate any transaction initiated through the Platform outside of Kupros (“Off-Platform Dealing”). Off-Platform Dealing includes but is not limited to: (a) exchanging direct contact information through Platform communications for the purpose of avoiding the Platform Fee; (b) completing a transaction with a counterparty introduced through the Platform without using the Platform’s deal flow; or (c) encouraging any counterparty to deal outside the Platform.

Off-Platform Dealing is a material breach of these Terms. Upon discovery, Kupros may: (a) immediately suspend or terminate both parties’ accounts; (b) invoice and pursue the Platform Fee as if the deal had been completed on the Platform, calculated on a reasonable estimate of deal value; and (c) pursue all available legal remedies.

You acknowledge that the Platform Fee represents fair consideration for the verification, trust infrastructure, and deal facilitation provided by Kupros, and that circumventing it causes direct financial harm to Kupros.

You agree not to:

• Provide false, misleading, or fraudulent information in listings, documents, inquiries, or communications;
• List commodities you do not have the legal right to sell or export;
• Trade in prohibited goods including conflict minerals not certified under applicable due diligence schemes, sanctioned goods, or goods of illegal origin;
• Engage in market manipulation, price collusion, or anti-competitive conduct;
• Upload falsified inspection certificates, assay reports, SGS certificates, bills of lading, or any other trade documents;
• Attempt to reverse-engineer, scrape, or interfere with Platform operations;
• Harass, threaten, or defraud any Platform user.

Violation of any of the above is grounds for immediate permanent termination and may be referred to relevant regulatory or law enforcement authorities.

Listings. Sellers warrant that all listing information is accurate, complete, and not misleading. You warrant that you have the legal right and capacity to sell and export the listed commodity in the stated quantity from the stated origin country. Materially inaccurate listings will be removed and repeated violations may result in account suspension.

Deal Formation.A binding commercial agreement between buyer and seller is formed when both parties confirm deal terms through the Platform’s deal confirmation flow, including the “I Agree” confirmation step. Kupros records the timestamp of confirmation for audit purposes. The Platform-generated Deal Summary & Proforma Invoice constitutes the definitive record of agreed commercial terms.

Counter-Offers. Counter-offers do not constitute acceptance. Originally proposed terms remain open until explicitly accepted, rejected, or superseded.

Kupros does not hold, control, or transmit funds. All payments execute directly between buyer and seller through Letters of Credit, wire transfers, or other instruments agreed in deal terms. Kupros provides deal structuring tools and document management but is not a party to any payment instrument.

Where deal terms specify independent inspection, the report from an accredited third-party inspection agency (SGS, Bureau Veritas, Intertek, or equivalent) is binding on both parties for conformity determination.

All Platform IP including code, design, data models, algorithms, and branding is owned by Kupros Holdings LLC. You receive a limited, revocable, non-exclusive license to use the Platform in accordance with these Terms only.

By uploading content you grant Kupros a worldwide, non-exclusive, royalty-free license to use such content solely for Platform operation. Transaction records are retained indefinitely for audit and compliance purposes.

Deal terms, pricing, counterparty identities, and deal room communications are confidential. You agree not to disclose this information to third parties except as required to perform deal obligations, to professional advisers under confidentiality obligations, or as required by law.

This obligation survives termination for 5 years, or indefinitely for trade secrets.

You warrant that you are not: (a) located in, incorporated in, or controlled by persons in any jurisdiction subject to comprehensive EU, US (OFAC), UK (OFSI), or UN sanctions; (b) listed on any sanctions list including the OFAC SDN list, EU consolidated sanctions list, or UK financial sanctions list; or (c) engaged in any activity that would cause Kupros to violate applicable sanctions laws.

You agree to immediately notify Kupros if any of the above warranties become untrue. Breach of this section is grounds for immediate permanent termination and referral to relevant authorities.

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. KUPROS DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED.

KUPROS’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) TOTAL PLATFORM FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) €1,000.

KUPROS IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION.

Nothing excludes liability for fraud or death/personal injury caused by negligence.

You agree to indemnify and hold harmless Kupros Holdings LLC, its officers, employees, and affiliates from all claims, liabilities, damages, and costs (including legal fees) arising from: (a) your breach of these Terms; (b) your use of the Platform; (c) any transaction you enter into; (d) falsified documents or information you provide; or (e) your violation of applicable law.

We may suspend or terminate your account immediately without notice for: (a) breach of these Terms; (b) non-payment of Platform Fees; (c) fraudulent or illegal conduct; (d) KYB revocation; (e) sanctions exposure; or (f) regulatory requirement.

Termination does not affect obligations incurred prior to termination. Outstanding Platform Fees survive termination and remain fully enforceable.

These Terms are governed by the laws of England and Wales. The CISG does not apply.

Negotiation. Parties shall attempt good faith resolution for 30 days before formal proceedings.

Arbitration. All disputes shall be finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules. Seat: London, England. Language: English. Tribunal: sole arbitrator. Award: final and binding and enforceable under the New York Convention in all signatory jurisdictions.

Class Action Waiver. All proceedings must be brought in individual capacity. No class or collective actions.

Injunctive Relief. Nothing prevents Kupros from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including to enforce the off-platform dealing prohibition or confidentiality obligations.

Entire Agreement. These Terms plus the Privacy Policy constitute the entire agreement between you and Kupros.

Severability. Invalid provisions are severed; remaining provisions continue in full force.

No Waiver. Failure to enforce any provision is not a waiver.

Assignment. You may not assign these Terms. Kupros may assign without restriction.

Force Majeure. Neither party liable for failure caused by events beyond reasonable control.

Amendments. We may amend these Terms with 14 days notice. Continued use constitutes acceptance.

Notices. legal@kupros.net