Terms of Service

Kupros provides a digital marketplace connecting verified commodity sellers with qualified buyers across the European Union and United States. The Platform facilitates listing discovery, inquiry submission, deal negotiation, escrow-managed settlement, and document exchange for physical commodity transactions in the Metals, Agriculture, and Critical Minerals sectors.

Kupros is not a party to any transaction between buyers and sellers. We do not take title to goods, act as a broker-dealer, or guarantee the performance of any counterparty. Our role is limited to providing the technology infrastructure, verification services, and escrow facilitation through licensed third-party payment partners.

All transactions on the Platform are subject to a 1.5% success fee(the “Platform Fee”) calculated on the total deal value, payable by the seller upon successful completion of escrow settlement. Fee terms are detailed in Section 7.

To register an account, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into binding contracts; (c) register on behalf of a legally incorporated business entity with a valid tax identification number; and (d) provide accurate, current, and complete information during registration and throughout your use of the Platform.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access or breach of security. Kupros is not liable for losses arising from unauthorized use of your account where such use results from your failure to secure your credentials.

Each individual user must have a separate account. Sharing login credentials between multiple individuals is prohibited. Company administrators are responsible for managing team member access and must promptly revoke access for individuals no longer authorized.

All companies wishing to transact on the Platform must complete our Know Your Business (“KYB”) verification process. Verification requires submission of: (a) certificate of incorporation or equivalent business registration document; (b) tax identification number or VAT registration; (c) proof of business address; (d) identification documents for beneficial owners holding 25% or more ownership; and (e) any additional documentation requested to comply with applicable anti-money laundering (AML) and counter-terrorist financing (CTF) regulations.

We reserve the right to reject verification, suspend verification status, or require re-verification at any time. Verification is at our sole discretion and may be revoked if we determine, in our judgment, that a company no longer meets our verification standards or has engaged in conduct that violates these Terms.

Verified status is not an endorsement, guarantee, or warranty of any company’s reliability, creditworthiness, or ability to perform under a contract. Verification indicates only that the company has passed our identity and business registration checks. You are solely responsible for conducting your own due diligence on any counterparty.

Companies that have not completed verification may browse the Platform but may not create listings, submit inquiries, enter deals, or access escrow services.

By using the Platform, you agree that you will not:

• Provide false, misleading, or fraudulent information in listings, inquiries, deal terms, or any communication on the Platform;
• Use the Platform to trade in prohibited goods, including but not limited to: conflict minerals not certified under applicable due diligence schemes, goods subject to UN, EU, US, or UK sanctions, and goods derived from illegal or unethical sources;
• Engage in market manipulation, price fixing, collusion, or any anti-competitive conduct in violation of applicable competition laws;
• Circumvent the Platform to complete transactions initiated on the Platform outside of Kupros (“off-platform dealing”), including by using Platform communications to exchange direct contact information for the purpose of avoiding the Platform Fee;
• Upload malicious code, attempt to reverse-engineer the Platform, interfere with Platform operations, or access data not intended for you;
• Use automated means (scraping, bots, crawlers) to extract data from the Platform without our express written permission;
• Harass, threaten, or defraud any other user of the Platform.

Violation of these obligations may result in immediate account suspension or termination, forfeiture of escrow funds (to the extent permitted by law), and referral to relevant regulatory or law enforcement authorities.

Listings. Sellers are responsible for the accuracy and completeness of all listing information, including but not limited to: commodity specification, grade, origin country, incoterm, volume, unit price or price indication, loading port, and payment terms. Listings that are materially inaccurate may be removed, and repeated inaccuracies may result in account suspension.

Inquiries (RFQs).Buyers may submit requests for quotation (“RFQs”) against listings. Sellers may respond with binding or non-binding quotes at their discretion. A quote does not constitute a binding contract unless and until both parties confirm acceptance through the Platform’s deal formation flow.

Deal Formation. A binding contract between buyer and seller is formed only when: (a) both parties have agreed to the commercial terms (commodity, volume, price, incoterm, delivery schedule, payment terms, inspection terms) through the Platform; and (b) the buyer has funded the escrow deposit as specified in the deal terms. The Platform records the timestamp of deal formation for audit purposes. Kupros is not a party to the contract and bears no liability for its performance.

Counter-offers.Either party may propose modifications to deal terms through the Platform’s structured counter-offer mechanism. Counter-offers do not constitute acceptance; the originally proposed terms remain open until explicitly accepted, rejected, or superseded by a counter-offer that is itself accepted.

Kupros facilitates escrow services through licensed third-party payment service providers (“Escrow Providers”). All deal funds are held by the Escrow Provider in segregated client accounts, not by Kupros. Kupros does not hold, control, or transmit client funds.

Escrow Flow. Upon deal formation, the buyer deposits the agreed amount into escrow. Funds are released to the seller only upon confirmation of delivery and, where applicable, satisfactory independent inspection. The release schedule (milestone-based, single-release, or inspection-contingent) is specified in the deal terms agreed by both parties.

Inspection. Where the deal terms specify independent inspection, the inspection report from an accredited third-party inspection agency is binding on both parties for the purpose of determining conformity. Neither party may unreasonably withhold acceptance of an inspection report that conforms to the agreed specification and sampling methodology.

Disputes. If either party disputes delivery, quality, or conformity, the escrow provider will hold funds until: (a) the parties reach mutual agreement; (b) an independent inspection report is delivered and accepted; or (c) a binding arbitration award or court order directs release. Kupros may, but is not obligated to, facilitate dispute resolution by providing transaction records and communication logs.

Default. If a buyer fails to fund escrow within the agreed timeframe, the seller may cancel the deal without penalty. If a seller fails to deliver conforming goods within the agreed delivery window, the buyer is entitled to a full refund of escrowed funds. Repeated default by either party may result in account suspension.

Platform Fee.Kupros charges a success fee of 1.5% of the total deal value (“Platform Fee”), including any adjustments, payable by the seller. The Platform Fee is calculated on the final settled amount and is automatically deducted from escrow funds upon release to the seller. No fee is charged on deals that do not reach settlement.

No Hidden Fees. There are no listing fees, subscription fees, inquiry fees, or membership fees. The Platform Fee is the sole fee charged by Kupros for transaction facilitation. Escrow Providers may charge separate processing fees, which will be disclosed before deal formation.

Taxes. All amounts are exclusive of applicable taxes. Each party is responsible for determining and remitting any VAT, GST, sales tax, withholding tax, or other taxes arising from their use of the Platform or participation in a transaction. Kupros is not responsible for determining the tax treatment of any transaction.

Fee Changes.We may modify the Platform Fee upon 30 days’ notice. Fee changes apply only to deals formed after the effective date of the change. Deals in progress at the time of a fee change continue under the fee schedule in effect at deal formation.

Platform IP. Kupros, its name, logo, domain names, source code, design, user interface, data models, algorithms, and all related intellectual property are owned by Kupros Ltd. and protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in Kupros IP except the limited, revocable, non-exclusive license to use the Platform in accordance with these Terms.

User Content. By uploading, posting, or transmitting content on the Platform (including listings, messages, documents, and deal data), you grant Kupros a worldwide, non-exclusive, royalty-free license to use, reproduce, display, and distribute such content solely for the purpose of operating and improving the Platform. This license terminates upon deletion of your account, except for content that forms part of completed transaction records retained for audit and compliance purposes.

Transaction Data. Kupros may use anonymized and aggregated transaction data for analytics, benchmarking, and market intelligence purposes. Such data will not identify individual users, companies, or specific transactions.

Deal terms, pricing information, counterparty identities, and communications within deal rooms are confidential to the parties involved. You agree not to disclose confidential information received through the Platform to any third party except: (a) as required to perform your obligations under a deal; (b) to your professional advisers under obligations of confidentiality; or (c) as required by law or regulatory process.

This obligation survives termination of these Terms for a period of three (3) years from the date of disclosure, or indefinitely for information constituting a trade secret under applicable law.

Disclaimer of Warranties.THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. KUPROS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

Cap on Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KUPROS’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND EUROS (€1,000).

Exclusion of Consequential Damages. IN NO EVENT SHALL KUPROS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Third-Party Services. The Platform integrates with third-party services including Escrow Providers, inspection agencies, and logistics providers. Kupros is not responsible for the acts, omissions, or services of any third party. Any claim relating to a third-party service must be brought against that third party directly.

Nothing in these Terms excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless Kupros Ltd., its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Platform; (c) any transaction you enter into through the Platform; (d) any content you upload, post, or transmit on the Platform; or (e) your violation of any applicable law, regulation, or third-party right.

By You. You may terminate your account at any time by contacting us at legal@kupros.com. Termination does not affect any obligations incurred prior to termination, including obligations under deals in progress.

By Us. We may suspend or terminate your account immediately, without prior notice, if: (a) you breach these Terms; (b) you engage in fraudulent, illegal, or harmful conduct; (c) your KYB verification is revoked; (d) we are required to do so by law or regulatory authority; or (e) you fail to respond to a compliance inquiry within the timeframe specified.

Effect of Termination.Upon termination, your right to access the Platform ceases immediately. We will: (a) complete or cancel pending deals at the counterparty’s election; (b) release or refund escrowed funds in accordance with the deal terms and escrow provider policies; and (c) retain your data as required by law or for legitimate business purposes as described in our Privacy Policy.

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Negotiation. Before initiating formal proceedings, the parties shall attempt in good faith to resolve any dispute through direct negotiation for a period of thirty (30) days.

Arbitration. If negotiation fails, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Rules, which are deemed incorporated by reference. The seat of arbitration shall be London, England. The language of arbitration shall be English. The arbitral tribunal shall consist of one arbitrator. The award shall be final and binding.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY PROCEEDINGS AGAINST KUPROS SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Entire Agreement. These Terms, together with our Privacy Policy and any deal-specific terms agreed through the Platform, constitute the entire agreement between you and Kupros regarding your use of the Platform and supersede all prior agreements and understandings.

Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

Force Majeure. Neither party shall be liable for failure to perform obligations under these Terms where such failure results from causes beyond the party’s reasonable control, including acts of God, war, terrorism, civil unrest, government action, epidemic, natural disaster, or failure of telecommunications networks.

Amendments. We may amend these Terms at any time by posting the revised version on the Platform. Material changes will be communicated to you via email or Platform notification at least 14 days before taking effect. Your continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

Notices. Notices to Kupros must be sent to legal@kupros.com. Notices to you will be sent to the email address associated with your account or posted on the Platform.