Tradeva

General Terms and Conditions

Effective date: 12 September 2026 · Tradeva FZE LLC

INTRODUCTION AND DIGITAL CONSENT

These Terms and Conditions (“Terms”) govern the access to and use of the Tradeva Platform (the “Platform”). Tradeva operates as a digital technology and administrative facilitator. It provides an integrated operational environment through which Users may structure, document, and conditionally execute international trade transactions involving the maritime shipment of goods.

The Platform is operated by Tradeva FZE LLC, a company incorporated in Ajman Nuventures Centre Free Zone (“Tradeva”, “we”, “us”, “our”, or the “Company”).

By accessing the Platform or clicking ‘I Agree’, you explicitly consent to conduct business electronically. In accordance with UAE Federal Decree-Law No. 46 of 2021, and the UNCITRAL Model Law on Electronic Transferable Records (MLETR), all digital actions, including the endorsement of Bills of Lading and approval of financing, constitute legally binding electronic signatures equivalent to wet-ink signatures.

DEFINITIONS AND INTERPRETATION

Definitions

“Account”: The registered user account created by a User upon successful completion of the onboarding and KYC/KYB process, through which the User accesses and uses the Platform.

“AML”: Anti-money laundering laws, regulations, guidelines, and standards applicable in the relevant jurisdiction(s), including those issued by the Financial Action Task Force (FATF).

“B2B”: means business-to-business model.

“Buyer”: A User who registers on the Platform in the capacity of a purchaser of goods in connection with an international trade transaction.

“FATF Standards”: The recommendations, guidance notes, and interpretive notes issued from time to time by the Financial Action Task Force governing anti-money laundering, counter-terrorist financing, and related matters.

“Intellectual Property Rights”: All patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in confidential information, and any other intellectual property rights.

“Investor”: a User who, where expressly permitted by applicable law and approved by Tradeva, participates in shipment-related economic arrangements facilitated through the Platform.

“KYB”: Know Your Business, and refers to the process of verifying the identity, legal status, ownership structure, and risk profile of a corporate or entity User.

“KYC”: Know Your Customer, and refers to the process of verifying the identity and risk profile of an individual User or beneficial owner.

“Dispute”: Any unresolved disagreement between two or more parties regarding a transaction.

“Release Conditions”: The specific criteria that must be satisfied before the funds are disbursed to the Seller.

“Payment Service Provider”: A licensed bank, regulated payment institution, licensed escrow agent, or licensed virtual asset service provider engaged through the Platform to execute payment instructions.

“Sanctions”: Any economic, financial, or trade sanctions administered or enforced by the United Nations Security Council, the European Union, HM Treasury (UK), the Office of Foreign Assets Control (OFAC), or any other applicable governmental authority.

“Shipment Completion Event”: The contractually defined moment at which goods are confirmed received and verified at the destination.

“Seller”: A User who registers on the Platform in the capacity of a seller of goods in connection with an international trade transaction.

“Third Party Provider”: Any carrier, shipping line, inspection company, bank, payment provider, virtual asset service provider, customs authority, or other service provider engaged in connection with a transaction but not a party to these Terms.

“Trade Documents”: Bills of Lading, commercial invoices, packing lists, certificates of origin, inspection reports, and any other documents uploaded, exchanged, or transmitted through the Platform in connection with a transaction.

“Transaction”: An international trade transaction facilitated through the Platform, encompassing the coordination, documentation, payment instruction, and conditional execution workflow managed therein.

“User”: Any individual or legal entity that has completed the onboarding process, been approved by Tradeva, and holds a valid Account on the Platform, including Buyers, Sellers, and, where applicable, Investors.

Unless the context otherwise requires:

References to a statute or statutory provision include all subordinate legislation made under it and any amendment, re-enactment, or replacement thereof in force from time to time.

The singular includes the plural and vice versa; references to one gender include all genders.

“Including” and cognate expressions are not words of limitation and shall be construed as ‘including without limitation’.

Headings are for convenience only and shall not affect the interpretation of these Terms.

References to ‘days’ mean calendar days unless otherwise specified.

References to ‘writing’ include electronic communications transmitted through or in connection with the Platform, unless expressly stated otherwise.

LEGAL NATURE AND ROLE OF TRADEVA

Technology Facilitator. Tradeva operates exclusively as a digital technology, workflow, and administrative facilitation platform. The Platform provides an integrated operational environment through which Users may structure, coordinate, document, and conditionally execute international trade transactions involving the maritime shipment of goods. The Platform enables Users to:negotiate and agree transaction terms; upload, exchange, and manage Trade Documents; coordinate inspection, shipment, and delivery processes; initiate and manage conditional payment instructions through licensed third-party providers; and monitor transaction progress through defined workflow stages and system-generated events. All actions performed through the Platform are executed based on User instructions, predefined transaction parameters, and system logic, and are dependent on inputs provided by Users and Third-Party Providers.

Tradeva is not a party to, and does not assume any rights, obligations, or liabilities under, any underlying:sale or purchase agreement; financing or funding arrangement; shipment, carriage, or logistics contract; or delivery or acceptance arrangement entered into between Users.

All commercial, legal, and financial obligations arising from such arrangements remain exclusively between the relevant counterparties, and Tradeva shall not be deemed to assume, novate, guarantee, or otherwise participate in such obligations by virtue of operating the Platform.

Nothing in these Terms shall be interpreted as creating:a partnership, joint venture, or agency relationship between Tradeva and any User; or any privity of contract between Tradeva and the underlying transaction parties beyond the provision of Platform services.

Express Exclusions. Tradeva does not act, and shall not in any circumstances be deemed, interpreted, or construed to act, whether expressly, implicitly, or by operation of law, as any of the following:a buyer, seller, distributor, or trader of goods, or a party to any contract for the sale or purchase of goods; a carrier, shipowner, charterer, freight forwarder, logistics provider, or bailee of cargo; a warehouse operator, storage provider, or custodian of goods; a bank, deposit-taking institution, payment service provider, e-money issuer, or escrow agent, except where Tradeva is duly licensed, and such role is expressly set out in a separate written agreement; a trustee, fiduciary, nominee, or agent in respect of the custody, control, or management of funds, assets, or title documents; a holder of legal or beneficial title to goods, or a party exercising possessory or proprietary rights over cargo; an insurer, reinsurer, underwriter, or guarantor of any commercial, financial, or operational obligation; an investment manager, fund manager, portfolio manager, arranger, promoter, or financial adviser in respect of any investment or financing activity; a provider of legal, tax, accounting, regulatory, or financial advice; an agent, representative, or mandatary of any User for any purpose not expressly and explicitly set out in these Terms or in a separate written agreement.

For the avoidance of doubt, Tradeva does not assume any:title to goods; possession or control of cargo; or custody or control of funds;except to the extent strictly required by applicable law or expressly agreed in a separate legally binding instrument.

Scope Role. Platform Operator: Operating and maintaining the digital infrastructure, managing User access, onboarding, and compliance processes.

Workflow Administrator: Structuring transaction processes, coordinating document flow and procedural steps, and facilitating communication between Users.

Instruction Coordinator: Receiving and transmitting instructions between Users and Third-Party Providers and enabling conditional execution of transaction steps.

Document Handling Agent (Limited): Receiving, storing, and transmitting Trade Documents on behalf of Users, and performing administrative checks for facial completeness and internal consistency only, without verifying legal validity, authenticity, or commercial adequacy.

Compliance Facilitator: Conducting KYC/KYB onboarding and performing AML and Sanctions screening in accordance with applicable FATF Standards and local regulatory requirements.

The Platform may provide tracking functionalities to enable Users to monitor the status and location of shipments. Such tracking information is provided on an informational basis only and may rely on data supplied by third-party logistics providers. Tradeva does not guarantee the accuracy, completeness, or timeliness of such tracking data.

The Platform may provide tools for HS Code classification, duty estimation, tariff estimation, and landed cost calculation. Such tools are provided solely for informational, workflow, and convenience purposes. Tradeva does not guarantee the accuracy, completeness, or applicability of any such calculations or classifications and does not provide tax, customs, financial, or legal advice. Users remain solely responsible for independently verifying all applicable duties, tariffs, taxes, classifications, and regulatory requirements with the relevant authorities and professional advisors prior to executing any Transaction.

The Platform may provide dedicated interfaces or portals tailored to different User categories, including Buyers, Sellers, and Investors, to facilitate Transactions and related activities.

ELIGIBILITY & REGISTRATION

Access Eligibility. Access to and use of the Platform is strictly limited to registered legal entities that qualify under our B2B model and have agreed to be bound by these Terms. Any use of the Platform constitutes your acceptance of, and agreement to comply with, these Terms in their entirety. Entities that appear on any sanctions list published or maintained by the Office of Foreign Assets Control (“OFAC”), the United Nations (“UN”), or the United Arab Emirates (“UAE”) are strictly prohibited from accessing or using the Platform in any capacity. We reserve the right to suspend or terminate access immediately upon identifying any such designation. Where the Platform is accessed by an individual, the following additional eligibility conditions apply. The User must be at least eighteen (18) years of age and possess full legal capacity to enter into binding agreements. The User must not be resident in, or accessing the Platform from, any jurisdiction in which such activity is prohibited or restricted under applicable law. Any use of the Platform in breach of local laws or regulations is the sole responsibility of the User.

Registration Requirements. All entities seeking to register on the Platform must complete Tradeva’s onboarding process and provide the following documentation:

A valid trade license issued in the UAE or in another recognized and reputable jurisdiction.

A Memorandum of Association or equivalent constitutive or incorporation documents demonstrating the legal existence of the entity.

Full disclosure of all Ultimate Beneficial Owners (“UBOs”), as required under UAE Anti-Money Laundering (“AML”) legislation and associated regulations. Failure to disclose UBO information will result in the rejection of the registration application.

Bank account details held in the legal name of the registered entity. Third-party or personal accounts will not be accepted.

Such further information as Tradeva may reasonably require from time to time.

Tradeva reserves the right, in its absolute discretion, to refuse any application, impose enhanced due diligence requirements, or suspend onboarding at any stage, without being required to provide reasons.

KYC/KYB Obligations. The Company reserves the right, at its sole discretion and without prior notice, to conduct enhanced due diligence (“EDD”) on any User at any time during the course of the business relationship. Such enhanced due diligence may include, but is not limited to, the request for additional documentary evidence, source of funds or wealth verification, and third-party background checks. The Company’s exercise of this right shall not be subject to challenge by the User and shall not give rise to any liability on the part of the Company.

Users are under a continuing obligation to promptly notify the Company of any material change in their personal, financial, or business circumstances that may affect the accuracy or completeness of information previously provided. Such changes include, but are not limited to, changes in legal name, beneficial ownership, source of funds, or regulatory status. Notification must be made as soon as reasonably practicable, and in any event no later than five (5) days from the date on which the relevant change occurs. Updated documentation supporting any such change must be submitted upon request.

Where a User fails, refuses, or is unable to provide information or documentation requested by the Company in connection with its customer due diligence obligations, or where the information provided is determined to be incomplete, inaccurate, or misleading, the Company shall be entitled, at its sole discretion, to take one or more of the following measures: (i) restrict or suspend the User’s access to the Platform or any part thereof; (ii) terminate the User’s account with immediate effect; and/or (iii) file a suspicious activity report with the relevant competent authority, as required by applicable law. The Company shall not be liable for any loss or damage suffered by the User arising from any such action taken in good faith pursuant to this provision.

All Know Your Customer (“KYC”) data, records, and supporting documentation collected in connection with the User’s onboarding and ongoing relationship with the Company shall be retained for a minimum period of seven (7) years from the date of collection or from the date of termination of the business relationship, whichever is later. Such retention is maintained in accordance with the United Arab Emirates Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organisations, its implementing regulations, and the Company’s internal compliance and risk management policies as amended from time to time. Data shall be stored securely and made available to competent authorities upon lawful request. Upon expiry of the applicable mandatory retention period, data shall be disposed of in accordance with the Company’s data destruction policy and applicable privacy legislation.

Account Security. Users are solely responsible for:maintaining the confidentiality of their Account credentials;all activities conducted through their Account, whether authorized or not; andpromptly notifying Tradeva of any suspected unauthorized access or security breach.

Tradeva shall not be liable for any loss or damage arising from a User’s failure to maintain adequate Account security, or any unauthorized access resulting from the User’s negligence.

Account Maintenance. Users must ensure that all information provided to Tradeva remains accurate, complete, and current throughout the period of Platform access. Users must promptly notify Tradeva of any material change in their legal status, beneficial ownership, business activities, regulatory status, or any circumstance that may affect their eligibility or compliance profile.

PLATFORM SERVICES

Transaction Coordination. The Platform enables Users to structure, communicate, and agree upon the terms of international trade Transactions, including the sequencing of workflow milestones and the coordination of counterparty interactions. The Platform does not evaluate the commercial reasonableness, legal enforceability, or adequacy of any agreed terms.

Document Management. Users may upload, transmit, store, and exchange Trade Documents through the Platform. Tradeva’s role in relation to documents is limited to:receiving and storing documents as submitted by Users;transmitting documents to designated counterparties or Third-Party Providers;performing administrative checks for facial completeness and internal consistency; andintegrating document-based triggers into the conditional execution workflow.

Tradeva does not verify the legal validity, authenticity, accuracy, completeness, or commercial adequacy of any Trade Document. Users assume full responsibility for the documents they submit and for verifying documents received. Reliance on Trade Documents is at the User’s own risk.

The Company’s document verification process is limited strictly to an assessment of the facial authenticity, completeness, and internal consistency of the documents submitted. The Company does not act as a cargo inspector, surveyor, freight forwarder, or quality assurance agent, and its verification obligations do not extend to the physical inspection of goods at any stage of the Transaction. Tradeva shall not be liable for any loss or damage arising from forged, inaccurate, incomplete, or fraudulent documentation.

Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to engage a qualified third-party inspection agent or document verification specialist to assist in the review of submitted documents. The cost of such engagement shall be borne by the party requesting the additional inspection or verification, unless otherwise agreed between the parties or determined by Tradeva to be necessary for compliance or risk management purposes, in which case such costs may be allocated as determined by Tradeva or the applicable Transaction Terms. The Company shall provide written notice to both parties prior to engaging any such third party.

Verification of documents by the Company does not constitute, and shall not be construed as, a representation, warranty, or guarantee by the Company as to the quality, quantity, condition, fitness for purpose, or existence of the goods described in those documents. Responsibility for the accuracy of the information contained in any submitted document rests solely with the party that submitted such Trade Documents.

Payment Instruction Facilitation. The Platform enables Users to initiate, manage, and transmit conditional payment instructions to licensed Payment Service Providers. For the avoidance of doubt:

Tradeva does not hold, receive, safeguard, or control User funds at any time;

Payment execution is carried out exclusively by the relevant Payment Service Provider;

Tradeva is not responsible for the performance, delays, or errors of any Payment Service Provider;

Users are solely responsible for ensuring payment instructions are accurate and lawful; andConditional release mechanics are administrative workflow features only and do not constitute a legal guarantee of payment or performance.

Inspection Coordination. Where elected by Users, the Platform may coordinate the appointment of inspection services through independent third-party inspection providers or, where applicable, Tradeva-appointed inspectors. Tradeva:does not perform inspections itself;does not guarantee the accuracy, completeness, or reliability of inspection reports; andis not liable for any loss, damage, or dispute arising from inspection outcomes.

Inspection reports integrated into the Platform’s workflow are provided for informational purposes and as transaction milestones only. They do not constitute warranties or representations by Tradeva as to the condition, quantity, or quality of goods.

Shipment Monitoring. The Platform provides tracking and status updates based on data sourced from third-party providers. Such information is provided on an ‘as available’ basis. Tradeva does not warrant the accuracy, timeliness, or completeness of shipping data and assumes no liability for decisions made in reliance thereon.

Conditional Execution Framework. The Platform facilitates rule-based transaction execution, incorporating document-triggered events, inspection-based conditions, User approvals, and predefined release conditions. Users acknowledge that:the conditional execution framework is an administrative workflow mechanism;it does not constitute a legally binding guarantee of outcome or performance;

Tradeva may pause, suspend, or halt execution steps in its reasonable discretion for compliance, legal, or operational reasons; andUsers remain responsible for independently verifying satisfaction of any conditions relevant to their commercial obligations.

Optional Investment Facilitation. Where expressly permitted by applicable law and regulatory requirements, and subject to a separate investor agreement, the Platform may provide a framework for eligible Users to participate in shipment-related economic arrangements. Tradeva does not provide investment advice, asset management services, discretionary portfolio management, or financial promotions unless duly licensed in the applicable jurisdiction.

USER OBLIGATIONS

General Conduct. Each User undertakes at all times to:use the Platform only for lawful commercial purposes in connection with genuine international trade Transactions;comply with all applicable laws, regulations, and regulatory requirements in all relevant jurisdictions;act in good faith in all interactions with counterparties and Tradeva;provide accurate, complete, and non-misleading information and documentation; andpromptly respond to requests for information or documentation from Tradeva.

Prohibited Conduct. Users must not, and must not attempt to:use the Platform in connection with any transaction that is unlawful, fraudulent, or in breach of applicable Sanctions;upload, transmit, or use forged, falsified, or misleading Trade Documents;engage in money laundering, terrorist financing, proliferation financing, or any other financial crime;circumvent or manipulate the Platform’s compliance controls or conditional execution framework;reverse engineer, copy, modify, or create derivative works of any part of the Platform;introduce viruses, malware, or other harmful code to the Platform;facilitate the onboarding or activity of any sanctioned person, entity, or jurisdiction; orengage in any conduct that could damage Tradeva’s reputation, operations, or regulatory standing.

Compliance with Laws. Users are solely responsible for:obtaining all required licenses, permits, and approvals for their trade activities;compliance with export controls, trade restrictions, customs regulations, and applicable sanctions regimes;ensuring that the goods and services underlying any transaction are lawful in all relevant jurisdictions; andobtaining independent legal, financial, and regulatory advice as appropriate.

THIRD PARTY PROVIDERS

Third-Party Dependency. The operational execution of Transactions depends materially on Third-Party Providers, including carriers and shipping lines, inspection companies, Payment Service Providers, virtual asset service providers, and customs authorities. Tradeva does not select, endorse, or guarantee the performance, financial standing, or regulatory compliance of any Third-Party Provider.

Tradeva’s Limited Liability for Third Parties. Tradeva is not responsible for the acts, omissions, errors, insolvency, delays, or regulatory breaches of any Third-Party Provider. Any claims arising from Third-Party Provider performance must be directed to the relevant provider under the applicable service agreement.

Third-Party Terms. Users may be required to enter into separate agreements with Third-Party Providers in order to access their services. Users are responsible for reviewing and complying with such third-party terms. Tradeva is not a party to such agreements and assumes no obligations thereunder.

USER REPRESENTATIONS & WARRANTIES

Legal Capacity & Authority. Each User represents and warrants, on a continuing basis, that it has full legal capacity, authority, and power to enter into Transactions and to perform its obligations under these Terms and any related agreements. Where a User acts on behalf of an entity, such User further represents that it is duly authorized to bind such entity.

Accuracy of Information. Each User represents and warrants that all information, documentation, and data submitted through the Platform are true, accurate, complete, and not misleading in any respect. This includes, without limitation, all trade documents, financial information, and identification materials provided in connection with any Transaction or onboarding process.

Lawful Source of Funds and Compliance. Each User confirms that all funds used in connection with Transactions are derived from lawful sources and do not originate from any illegal or prohibited activities. Users further represent that their participation in the Platform does not violate any applicable laws, sanctions regimes, or regulatory requirements.

Legality of Goods and Transactions. Each User represents and warrants that the goods underlying any Transaction are lawful, not subject to any prohibition or restriction, and do not infringe the rights of any third party. Users further confirm that all Transactions conducted through the Platform comply with applicable trade, customs, and regulatory requirements.

PROHIBITED USE OF PLATFORM

Unlawful Activities. Users shall not use the Platform for any unlawful, fraudulent, or unauthorized purpose. This includes, without limitation, engaging in misrepresentation, submitting false or misleading documentation, or facilitating transactions that violate applicable laws or regulations.

Restricted Goods and Transactions. Users shall not use the Platform to conduct Transactions involving goods or services that are prohibited, restricted, or subject to sanctions under applicable laws. Each User is solely responsible for ensuring that all Transactions comply with relevant trade, export control, and sanctions regimes.

Misuse of the Platform. Users shall not interfere with or disrupt the operation of the Platform, attempt to gain unauthorized access, exploit any technical vulnerability, or misuse any payment mechanism, including crypto-based transactions. Any such conduct shall constitute a material breach of these Terms.

INTELLECTUAL PROPERTY

All intellectual property rights in and to the Platform and its contents are and shall remain the exclusive property of Tradeva or its licensors. This includes, without limitation: (i) all software, source code, object code, algorithms, and application programming interfaces comprising or underlying the Platform; (ii) all Platform content, including text, graphics, user interface design, icons, images, and data compilations; (iii) all trademarks, service marks, trade names, and logos used on or in connection with the Platform, whether registered or unregistered; (iv) all proprietary processes, workflows, transaction models, risk assessment methodologies, and operational procedures developed by the Company; and (v) all data generated through the operation of the Platform, including aggregated and anonymized transaction data, to the extent that such data constitutes a protectable intellectual property right under applicable law.

Subject to the User’s continued compliance with these Terms, Tradeva grants each registered User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for its intended purposes, being the facilitation of Transactions and such other services as Tradeva makes available through the Platform from time to time. This license is personal to the User and may not be exercised on behalf of, or for the benefit of, any third party without Tradeva’s prior written consent.

The license granted to Users does not constitute a transfer, assignment, or waiver of any intellectual property right. Users acquire no ownership interest in any element of the Platform or its contents by virtue of their use of the Platform. Any feedback, suggestions, or recommendations provided by a User to the Company in relation to the Platform may be used by the Company freely and without obligation, compensation, or attribution to the User.

Where the Platform incorporates or references content, software, or other materials owned by third parties, such materials are used under license and remain the property of their respective owners. Users must not use such third-party materials in any manner that would constitute an infringement of the rights of the relevant owner.

KYC, AML, AND SANCTIONS COMPLIANCE

Sanctions Screening. The Company conducts systematic screening of all Users, counterparties, and transactions against applicable sanctions lists, including without limitation those maintained by: (i) the United Arab Emirates, including lists issued by the UAE Executive Office for Control and Non-Proliferation and the UAE Cabinet; (ii) the United Nations Security Council; (iii) the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”); and (iv) the European Union. Screening is performed at onboarding and on a continuing basis throughout the duration of the User’s relationship with the Company.

The Company shall use reasonable endeavors to ensure that its screening procedures reflect the most current versions of the applicable sanctions lists. However, the Company does not warrant that its screening is exhaustive or will detect every sanctions designation in real time, and the User acknowledges that the Company’s screening obligations are subject to the availability and accuracy of information published by the relevant designating authorities.

Prohibited Conduct. Users are strictly prohibited from using the Platform, its services, or any funds held thereunder for any of the following purposes: (i) money laundering, including the placement, layering, or integration of proceeds of crime; (ii) the circumvention, evasion, or violation of any applicable sanctions regime, whether in the UAE or any other jurisdiction; (iii) the financing of terrorism, terrorist organizations, or individuals designated as terrorists under any applicable law or sanctions list; (iv) the financing of the proliferation of weapons of mass destruction; or (v) any other activity that constitutes a predicate offence under UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Illegal Organisations, or any successor legislation.

Any User found to have engaged in, attempted to engage in, or facilitated any of the prohibited activities listed above shall be subject to immediate termination of their account and all associated access to the Platform. The Company shall further be obligated, and reserves the right, to report such conduct to the relevant competent authorities, including but not limited to the UAE Central Bank’s Financial Intelligence Unit, the Public Prosecution, and any other regulatory or law enforcement body as required by applicable law. The User shall have no claim against the Company for losses arising from any such termination or reporting.

Freezing, Blocking, and Return of Funds. Where a transaction or User triggers an AML flag, sanctions match, or any other indicator of potentially unlawful activity, the Company shall be entitled, without prior notice and without liability to the User or any third party, to take one or more of the following measures in respect of funds held or processed through the Platform: (i) freeze the relevant funds, suspending all movement pending further review; (ii) block the transaction from proceeding; and/or (iii) return the funds to the originating account or payment source, to the extent permitted by applicable law and the instructions of competent authorities.

The Company shall not be liable to the User, any counterparty, or any third party for any financial loss, commercial damage, reputational harm, or consequential loss arising from the freezing, blocking, or return of funds taken in good faith pursuant to the Company’s AML and sanctions compliance obligations. The User expressly waives any claim against the Company arising from measures taken under this clause where such measures were undertaken in compliance with applicable law or at the direction of a competent authority.

Notwithstanding any provision in the transaction agreement, where the Company receives a binding direction, order, or instruction from a competent regulatory or law enforcement authority to freeze, seize, or otherwise restrict funds, the Company shall comply with such direction without being required to notify the User in advance, to the extent that such notification is prohibited by law.

Reporting of Suspicious Activity. The Company is subject to mandatory reporting obligations under UAE Federal Decree-Law No. 20 of 2018 and its implementing Cabinet Decision No. 10 of 2019. Where the Company identifies, suspects, or has reasonable grounds to suspect that a transaction or User is connected to money laundering, the financing of terrorism, or any related predicate offence, the Company is legally required to submit a Suspicious Activity Report (“SAR”) or Suspicious Transaction Report (“STR”) to the Financial Intelligence Unit (“FIU”) of the UAE Central Bank.

Each User expressly acknowledges and agrees that: (i) the Company may be required by law to file reports with the FIU without notifying the User of having done so; (ii) the Company is prohibited under applicable law from disclosing to the User or any third party that a SAR or STR has been filed, or that the User is the subject of an investigation commonly referred to as the ‘tipping-off’ prohibition; and (iii) the filing of a SAR or STR does not constitute an allegation of wrongdoing and shall not give rise to any right of action by the User against the Company.

User’s Obligation to Notify the Company. Where a User becomes aware, or has reasonable grounds to believe, at any point during a transaction, that: (i) any counterparty, beneficial owner, or intermediary involved in the transaction is a designated sanctioned party or is otherwise subject to applicable sanctions restrictions; or (ii) the goods, services, or assets forming the subject of the transaction are controlled, restricted, or prohibited under any applicable sanctions or export control regime, the User must immediately notify the Company in writing through the Platform’s designated compliance notification channel.

Failure by a User to discharge this notification obligation in a timely manner shall constitute a material breach of these Terms. The Company reserves the right to treat such failure as grounds for immediate account suspension or termination and shall be entitled to report the matter to the FIU and any other relevant authority. The User shall indemnify the Company against any regulatory penalty, fine, or cost incurred by the Company as a direct result of the User’s failure to notify.

Ongoing Transaction Monitoring. The Company operates a program of ongoing transaction monitoring applied to all activity conducted through the Platform. All transactions, regardless of value, frequency, or counterparty, are subject to automated and, where applicable, manual screening against established risk parameters, typology indicators, and applicable sanctions lists on a continuous basis.

Where the Company’s monitoring systems identify a transaction or pattern of activity that is inconsistent with a User’s profile, stated purpose, or expected transaction behavior, the Company may, without prior notice: (i) place the relevant transaction under enhanced review; (ii) request additional information or documentation from the User to support the transaction; (iii) delay processing of the transaction pending the outcome of the review; or (iv) escalate the matter for internal compliance review and, where warranted, regulatory reporting.

By accessing and using the Platform, each User expressly consents to the monitoring of their transactional activity as described in this clause. Such monitoring is undertaken strictly for the purposes of regulatory compliance and does not constitute unlawful surveillance or a violation of any applicable privacy rights, to the extent permitted by UAE law.

FEES AND CHARGES

Platform Fees. The Company charges fees in connection with the following categories of service. All applicable fees shall be disclosed to the relevant party on the Platform prior to the confirmation of any Transaction, and shall be as set out in the Company’s fee schedule in force at the time of the Transaction.

The Company’s full fee schedule, including any fixed minimum fees or transaction caps applicable to any of the above categories, is published on the Platform and forms part of these Terms by reference. In the event of any inconsistency between the fee schedule published on the Platform and these terms, the fee schedule shall prevail in respect of the applicable transaction.

Modifications and Revisions. The Company reserves the right to revise, amend, or update its fee schedule at any time, subject to providing all registered Users with not less than thirty (30) days’ prior written notice of the proposed changes via the Platform and by registered electronic communication to the User’s verified contact address. Any revised fee schedule shall apply only to transactions initiated on or after the date the revised schedule takes effect. Transactions that have been confirmed and are in progress on the date of the fee revision shall continue to be subject to the fee schedule in force at the time of their initiation, unless the User expressly agrees otherwise. Continued use of the Platform following the expiry of the notice period shall constitute the User’s acceptance of the revised fee schedule.

Non-Refundable Fees. Except as expressly agreed to otherwise in writing by Tradeva, fees charged by the Company in connection with a transaction are non-refundable once the relevant service has been initiated or the relevant milestone has been reached, regardless of whether the underlying transaction subsequently fails, is cancelled, or does not result in a completed Shipment Completion Event.

PLATFORM DISCRETION

Tradeva reserves the right to determine, structure, and modify the operational mechanics of Transactions conducted through the Platform, including payment methods, document handling procedures, settlement structures, and workflow processes, in accordance with applicable laws, regulatory requirements, and internal risk management policies.

WAREHOUSE, LOGISTICS & QUALITY CONTROL

Third-Party Logistics and Storage. All storage, warehousing, handling, transportation, and delivery of goods are performed exclusively by independent Third-Party Providers. Tradeva does not own, operate, manage, or control any warehouse, storage facility, or logistics infrastructure, and does not take possession, custody, or control of any goods at any time.

Accordingly, Tradeva shall not be liable for any loss, damage, delay, misdelivery, deterioration, or destruction of goods occurring during storage, handling, or transportation.

For the avoidance of doubt, Tradeva does not act as a bailee, carrier, or custodian of goods under any applicable law. The selection, appointment, and contracting of all Third-Party Providers remain the sole responsibility of the Users.

Inspection and Quality Verification. Any inspection, verification, or quality assessment of goods is conducted solely by the relevant User or by independent third-party inspection providers engaged in connection with the Transaction. Tradeva does not perform inspections and does not verify the physical condition, quantity, quality, or conformity of goods.

Where inspection reports or certificates are uploaded to the Platform, such materials are provided for informational and workflow purposes only.

Any status, indicator, or designation displayed on the Platform in connection with Trade Documents, inspection processes, or Transaction milestones reflects only the successful submission, processing, or matching of data or documentation within the Platform’s workflow and does not constitute confirmation by Tradeva of the physical existence, condition, location, or conformity of the underlying goods.

Payment Release and Inspection Triggers. Where applicable, payment release conditions may be linked to the submission and/or approval of inspection reports, Trade Documents, or other Transaction milestones as defined by the Users.

Tradeva’s role in such processes is strictly administrative and limited to facilitating the conditional execution of instructions in accordance with predefined parameters. Tradeva does not independently assess whether goods conform to contractual specifications or whether inspection outcomes are accurate.

Quality and Documentation Disputes. Any dispute relating to the quality, condition, or quantity of goods, or the accuracy of Trade Documents, shall be resolved exclusively between the relevant Users in accordance with the applicable Transaction terms.

Tradeva is not a party to such disputes and shall not be responsible for investigating, adjudicating, or resolving any such matters.

Tradeva shall not be liable for any delay, interruption, or error in the transmission of data between Third-Party Providers and the Platform, nor for any inaccuracies in logistics tracking, shipment status, or related information provided by such Third-Party Providers.

In the event of a quality or documentation dispute between Users, Tradeva reserves the right to suspend, delay, or restrict the execution of the relevant Transaction workflow, payment instruction, or release process until the dispute is resolved by mutual written agreement of the relevant Users or pursuant to a final binding determination issued by a competent authority or agreed dispute resolution mechanism.

Disclaimer of Reliance. Tradeva does not make any representation or warranty as to the accuracy, completeness, reliability, or authenticity of any inspection report, certificate, or quality documentation submitted through the Platform.

Users acknowledge that reliance on such materials is at their own risk, and that Tradeva shall not be liable for any loss arising from reliance on information provided by Users or Third-Party Providers. Users represent and warrant that all inspection reports, certificates, and quality documentation uploaded by them or on their behalf are authentic, complete, unaltered, and issued by duly authorized entities or service providers.

LIABILITY, INDEMNIFICATION & FORCE MAJEURE

The Company makes no representation, warranty, or assurance of any kind, whether express or implied, as to: (i) the quality, condition, merchantability, or fitness for purpose of any goods shipped, traded, or referenced in any transaction conducted through the Platform; (ii) the legality of the goods in the country of origin, transit, or destination; (iii) the accuracy or completeness of any cargo description, valuation, or inspection report submitted by a Shipper or any other party; or (iv) the compliance of any goods with applicable import, export, customs, or sanction regulations. Responsibility for ensuring the legality, quality, and accuracy of all goods and associated documentation rests solely with the Shipper and the relevant transacting parties.

To the fullest extent permitted by applicable law, the Company’s total aggregate liability to any User arising out of or in connection with the User’s use of the Platform, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total fees paid by that User to the Company in connection with the specific services giving rise to the relevant claim. Where no fees were paid in connection with the relevant Transaction, or where the claim arises out of general Platform use unrelated to a specific Transaction, the Company’s aggregate liability shall not exceed USD 100 (One Hundred United States Dollars). This cap applies to all claims arising out of the same Transaction in aggregate, not per individual claim, and shall not be circumvented by framing any single matter as multiple claims.

Without prejudice to the aggregate cap set out above, and to the fullest extent permitted by law, Tradeva shall not be liable to any User or third-party for any indirect, incidental, or consequential damages, including loss of profit, loss of business, loss of opportunity, loss of contracts, loss of goodwill or reputational harm, any diminution of the value of goods, or any loss arising from the price volatility of Virtual Assets or exchange rate movements, whether such loss was foreseeable or not.

Tradeva shall not be liable for losses arising from the acts or omissions of third parties, including without limitations: (i) failure, delay, or default by a carrier, freight forwarder, or logistics provider; (ii) port congestion, port closures, or operational disruptions at any point of loading or discharge; (iii) seizure, detention, or confiscation of goods by customs authorities, government agencies, or regulatory bodies in any jurisdiction; (iv) failure or default by any third-party inspection agent, surveyor, or document verification specialist; (v) the insolvency, fraud, or misconduct of any Buyer, Seller, Shipper, or other Platform User, or (vi) document fraud. Tradeva’s liability is limited strictly to the performance of its own administrative functions and does not extend to the commercial or logistical performance of any third party.

Tradeva shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including without limitation: (i) natural disasters, including earthquakes, floods, hurricanes, or other extreme weather events; (ii) acts of war, armed conflict, invasion, terrorism, or civil unrest; (iii) acts of government or regulatory authority, including the imposition of sanctions, trade restrictions, emergency legislation, or regulatory directives that materially affect the Tradeva’s ability to operate; (iv) port closures, shipping lane disruptions, or maritime emergencies declared by competent authorities; (v) cyber-attacks, ransomware incidents, distributed denial-of-service attacks, or other malicious digital intrusions that materially impair Tradeva’s technology infrastructure; (vi) pandemic, epidemic, or public health emergency declared by a national or international health authority; and (vii) changes in applicable law or regulation that render it unlawful or materially impracticable for Tradeva to perform its obligations as contemplated under these Terms.

Indemnification. Each User (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) incurred by or awarded against any of the Indemnified Parties arising out of or in connection with any of the following:

Breach of Terms. Any breach by the Indemnifying Party of any representation, warranty, obligation, or undertaking contained in these Terms or in any transaction agreement entered into through the Platform, including, without limitation, any failure to provide accurate and complete information, any failure to comply with document submission requirements, or any failure to fund within the prescribed timeframe.

Fraudulent or False Documentation. The submission, presentation, or reliance upon any document, representation, or declaration that is fraudulent, forged, materially inaccurate, or otherwise intended to mislead the Company, any other Platform participant, or any competent authority, including but not limited to false or altered Bills of Lading, commercial invoices, certificates of origin, or inspection reports.

AML, Sanctions, and Regulatory Violations. Any violation by the Indemnifying Party of applicable anti-money laundering legislation, sanctions regimes, counter-terrorism financing laws, or any other applicable financial crime regulation, including the UAE Federal Decree-Law No. 20 of 2018, OFAC regulations, UN Security Council resolutions, or EU sanctions, whether or not such violation results in regulatory action against the Company, and including any regulatory fine, penalty, or enforcement cost imposed on the Company as a direct or indirect consequence of the Indemnifying Party's conduct.

Disputes Between Buyers and Sellers. Any claim, dispute, or proceeding brought by one Platform participant against another arising from the underlying commercial transaction, including disputes relating to the quality, quantity, or condition of goods, the terms of sale, pricing at the destination market, or any other commercial matter as to which the Company is not a party, to the extent that such dispute gives rise to any cost, liability, or reputational damage to any of the Indemnified Parties.

DATA PROTECTION

The processing of your personal data is governed by the Tradeva Privacy Policy Privacy Policy, designed to comply with the UAE PDPL and GDPR. Use of the Platform constitutes consent to such processing. For more information related to this subject, you may also refer to our Data Processing Agreement. (available on request at contactus@tradeva.io)

GOVERNING LAW & DISPUTE RESOLUTION

Internal Resolution. Before initiating any formal proceedings, Users must first submit a dispute through Tradeva’s dispute portal. This is a condition precedent to arbitration, except where urgent interim relief is sought under clause ‎17.3. Dispute submissions must include a description of the issue, the relevant contractual provision, all supporting evidence, and the remedy sought. For the avoidance of doubt, the submission of a dispute through the Platform does not obligate Tradeva to mediate, adjudicate, investigate, or resolve the dispute unless Tradeva expressly agrees otherwise in writing or such involvement is expressly contemplated under the applicable Transaction terms.

Formal Dispute Resolution. These Terms are governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai, and all disputes arising out of or in connection with these Terms, or the Platform’s services shall be finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) under its rules in force at the date of submission, which are incorporated herein by reference, subject to clause 17.1. The seat of arbitration shall be Dubai, UAE, and all proceedings, submissions, and awards shall be conducted in English.

Interim Relief. Notwithstanding the arbitration agreement, either party may apply to the competent courts of the Emirate of Dubai for urgent interim or conservatory relief where necessary to prevent irreparable harm, preserve the status quo, or protect assets or evidence pending arbitration. Such application shall not constitute a waiver of the right to arbitrate the underlying dispute. Where the applicable institutional rules provide for an emergency arbitrator, either party may alternatively seek interim relief through that mechanism. Upon constitution of the tribunal, any interim measures granted by a court may be continued, varied, or discharged by the tribunal.

AMENDMENTS & TERMINATION

Amendments. Tradeva may amend these Terms at any time by providing not less than thirty (30) days’ prior written notice to you via the Platform and by registered electronic communication to each User’s verified contact address. The notice shall identify the provisions being amended and the date on which the amendments take effect. Your continued use of the Platform following expiry of the notice period shall constitute your unconditional acceptance of the amended Terms. Users who do not accept the proposed amendments must notify the Company in writing before the expiry of the notice period and request account closure.

Termination by the User. A User may request closure of their Platform account at any time by submitting a written closure request through the Platform’s account management portal. Account closure shall not take effect until all of the following conditions are satisfied: (i) all active Transactions to which the User is a party have been completed, released, or formally resolved through the dispute process; (ii) all Investor positions held by the User in respect of in-progress shipments have been brought to conclusion and all returns due have been disbursed; and (iii) all outstanding fees, charges, and any other amounts owed by the User to the Company have been paid in full.

Upon satisfaction of all conditions, the Company shall confirm account closure in writing within up to thirty (30) business days, unless additional time is reasonably required for compliance, security, regulatory, dispute-resolution, or operational purposes, and shall take steps to deactivate the User’s access credentials. Closure of an account does not affect the Company’s right to retain KYC data and transaction records in accordance with clause ‎16, the applicable retention obligations under these Terms, the Privacy Policy, and applicable law, or to pursue any claim against the User that arose prior to closure.

Termination by Tradeva. Tradeva may terminate a User’s access to the Platform with immediate effect and without prior notice upon the occurrence of any of the following: (i) actual or suspected violation of applicable AML, counter-terrorism financing, or sanctions legislation; (ii) submission of false, forged, or fraudulently altered documentation; (iii) a positive or unresolved hit on any applicable sanctions screening list; (iv) the commencement of insolvency, liquidation, administration, or analogous proceedings in respect of the User; or (v) persistent or material breach of any provision of these Terms that remains unremedied following written notice where notice is practicable.

Upon exercising its right of immediate termination, Tradeva shall: freeze the User’s account and suspend all Platform access with immediate effect; arrange for the holding of any funds associated with the User’s transactions pending receipt of legal advice and, where applicable, directions from a competent regulatory authority; and report the matter to the relevant authorities, including the UAE Financial Intelligence Unit, the Public Prosecution, or any other competent body, as required by applicable law or the Company’s internal compliance obligations. The Company shall not be liable to the User for any loss arising from termination effected in good faith pursuant to this clause.

MISCELLANEOUS

If any provision or part-provision of these Terms is or becomes invalid, illegal, void, or unenforceable under applicable law, such provision or part-provision 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 or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the remaining provisions of these Terms, which shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never formed part of them.

No failure or delay by the Company in exercising any right, power, or remedy available to it under these Terms or applicable law shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any such right, power, or remedy shall preclude or restrict any further or future exercise of that or any other right, power, or remedy.

Users may not assign their rights or obligations without Tradeva’s prior written consent. Tradeva may at any time and without requiring the User’s prior consent, assign, transfer, or novate any or all its rights to affiliates or successors.

All formal notices, demands, requests, consents, approvals, and other communications required or permitted to be given under these Terms must be made in writing. Oral communications, informal messages, and notifications sent through unofficial channels shall not constitute valid notice for the purposes of these Terms.

These Terms are executed in the English language. Where the Company makes available translations of these Terms in any other language for the convenience of Users, such translations are provided for reference purposes only and shall have no legal effect. In the event of any ambiguity, conflict, discrepancy, or inconsistency between the English language version of these Terms and any translated version, the English language version shall prevail in all respects and shall be the definitive version for the purposes of interpretation, construction, and enforcement.

These Terms are made for the exclusive benefit of the Company and the registered User, and are not intended to, and shall not, confer any right, benefit, or remedy upon any third party, whether under the UAE Civil Transactions Law, any applicable principles of contract law, or otherwise. No third party shall have any right to enforce, rely upon, or claim any benefit under these Terms.

CONTACT US

If you have any questions related to these Terms or your use of our services, please do not hesitate to contact us at contactus@tradeva.io.

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