WasteTrade Platform

Terms and Conditions

Applicable to all Contracting Entities of the WasteTrade Group

Version 2.7 — Effective 1 June 2026

IMPORTANT NOTICE. These Terms and Conditions form a legally binding contract between you (the User) and the WasteTrade Contracting Entity identified in the relevant Transaction documentation. They contain provisions which materially affect your legal rights, including provisions concerning payment, title, document control, compliance, indemnities, limitation of liability, and dispute resolution. You must read these Terms in full before using the Platform. By registering an account, accessing the Platform, submitting a listing, placing an order, accepting a quotation, or otherwise transacting through the Platform, you confirm that you have read, understood and agreed to be bound by these Terms in their entirety.

Working framework. These Terms represent WasteTrade's current commercial and legal position. They form part of a live working framework and may be updated from time to time in accordance with clause 21 (Variation). The most current version is always the version published at wastetrade.com/terms. Where a change materially affects Users, WasteTrade will take reasonable steps to bring it to their attention in accordance with the notice requirements in clause 21 and, where applicable, the EU Platform-to-Business Regulation (Regulation (EU) 2019/1150).

1. Definitions and Interpretation

1.1 In these Terms, the following capitalised terms have the meanings set out below:

"Affiliate" means in relation to any Contracting Entity, any entity which directly or indirectly controls, is controlled by, or is under common control with that Contracting Entity, and any connected partner, joint-venture, sister company, successor, or future Group entity.

"Annex VII" means the information document required under Regulation (EC) No 1013/2006 and Regulation (EU) 2024/1157 (as applicable) accompanying shipments of waste listed in Annex III, IIIA or IIIB, and any successor instrument.

"Applicable Law" means all laws, statutes, regulations, regulatory codes, official guidance, sanctions regimes, customs rules, environmental permitting requirements, and notified standards in force from time to time in any jurisdiction relevant to a Transaction, including the country of dispatch, transit and destination.

"Basel Convention" means the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal, together with its Annexes, decisions of the Conference of the Parties, and any implementing legislation in any relevant jurisdiction.

"Bill of Lading or BL" means the ocean bill of lading or equivalent transport document issued in connection with the carriage of a Load.

"Broker" means any User acting in an intermediary capacity between a Seller of Materials and an end-user, or arranging or facilitating Transactions for the account of a third party, whether or not described as a broker, agent, representative, trader or otherwise.

"Buyer" means a User purchasing or seeking to purchase Materials through the Platform.

"Cleared Funds" means funds which have been received unconditionally and irrevocably in a bank account designated by the relevant Contracting Entity, with full value, free of any chargeback right, hold, recall or right of refund, and confirmed by that Contracting Entity's bank as available for withdrawal.

"Contracting Entity" means the WasteTrade Group entity identified on the invoice, quotation, sale contract or other Transaction document as the principal counterparty for a given Transaction, being one of: (a) Waste Trade Holdings Limited (trading as WasteTrade) (England and Wales, company number 13314586); (b) WasteTrade Ghana Holdings Limited (Ghana, company registration number ET000430425); or (c) WasteTrade.com Romania S.R.L. (Romania, Trade Register No. J2025037071001, CUI 51846722), in each case acting in its own name, on its own account, under its own export licences and regulatory permissions, and within its own jurisdiction.

"Documents" means collectively, the Bill of Lading, Sea Waybill, CMR, Annex VII, packing list, commercial invoice, certificate of origin, weighbridge ticket, quality certificate, EPR / PERN / PRN evidence, export and import licences, sanctions screening evidence, and any other transport, customs, regulatory or commercial document generated, controlled or required in connection with a Transaction.

"End-User" means the entity which will physically receive, process, recycle, recover or otherwise consume the Materials at the country of destination.

"Food-Contact Grade Material" means Materials of any polymer type (including but not limited to PET, HDPE, PP and any polymer subsequently added to the Platform) that are described, listed, searched for, ordered or quoted as suitable for use in a food-contact recycling process, including where described using any of the terms "food-grade", "food-contact", "food-suitable", "bottle-grade", "bottle-to-bottle", "B2B-grade", "tray-to-tray", "yoghurt-pot grade", "closed-loop", "FCM-grade", "rPET food-grade", "rHDPE food-grade", "rPP food-grade", or any equivalent term in any language, or where the listing or order is flagged as Food-Contact Grade in the Platform's structured fields. Further provisions relating to Food-Contact Grade Material are set out in clauses 7.14 to 7.20.

"Force Majeure Event" means any event beyond the reasonable control of the affected party, including without limitation acts of God, war, armed conflict, terrorism, civil unrest, strike, lockout, epidemic, pandemic, public health emergency, government action, embargo, sanctions, port closure, customs hold, regulatory ban or suspension (including any prohibition or restriction under Regulation (EU) 2024/1157 or any successor instrument), failure of utilities, cyber-attack, or banking system disruption.

"Green List Materials" means Materials listed in Annex III, IIIA or IIIB of Regulation (EC) No 1013/2006 (or equivalent designation under successor or replacement legislation, including Regulation (EU) 2024/1157) and intended for recovery.

"Group" means Waste Trade Holdings Limited, WasteTrade Ghana Holdings Limited, WasteTrade.com Romania S.R.L., their respective Affiliates and connected partners, and any successor or future group entity, collectively.

"Haulier" means any road, rail, sea, air or multimodal carrier or freight forwarder engaged in connection with the movement of a Load.

"Introduction" means the first occasion on which a User is made aware of, or first communicates with, another User or counterparty as a direct or indirect result of the operation of the Platform, whether through search results, lead routing, BDO outreach, automated matching, marketing communication, or otherwise.

"Load" means a consignment of Materials forming the subject of a Transaction, whether comprising one container, one truck, one parcel, or multiple of any of these.

"Materials" means recyclable, recoverable or waste materials of any kind, including but not limited to plastics (in all forms — bales, regrind, flake, granule, fibre), paper and board, ferrous and non-ferrous metals, rubber, textiles (including jute, hessian and cotton-based fibres), glass, electronic waste, end-of-life vehicles, and any other regulated, non-regulated, hazardous or non-hazardous stream.

"Order" means a confirmed instruction to buy or sell Materials, evidenced by quotation acceptance, signed contract, purchase order acknowledgment, or other writing exchanged on or off the Platform.

"PIC Regulation" means the Prior Informed Consent procedure under Regulation (EU) 2024/1157, as it enters into force from 21 May 2026 and as subsequently amended.

"Platform" means the WasteTrade digital marketplace and all related software, websites, mobile applications, application programming interfaces, customer relationship management systems, communication channels and supporting services, including without limitation the websites operated at wastetrade.com, thinkcarbon.org, and any successor or replacement domain.

"Recycling Pathway" means the specific technical recycling process by which Materials are represented as suitable to be processed, being one of: (i) mechanical recycling; (ii) chemical recycling, including pyrolysis, depolymerisation, dissolution and equivalent processes, including those operating under mass-balance accounting; (iii) closed-loop systems (in which input is sourced from defined, controlled, audited streams of the same end-use application); or (iv) any combination of the foregoing.

"Seller" means a User offering or selling Materials through the Platform.

"Transaction" means any sale, purchase, supply, brokerage, exchange or other commercial dealing in Materials initiated, facilitated, documented or processed through or in connection with the Platform, and any Off-Platform Transaction within the meaning of clause 16.6.

"User" means any person or entity that registers for, accesses or uses the Platform, including Buyers, Sellers, Brokers, and their authorised representatives.

"User Content" means any data, information, documents, photographs, video, specifications, certificates, listings, messages, ratings and other materials submitted to or generated on the Platform by or on behalf of a User.

"WasteTrade" means collectively, the Contracting Entities, their Affiliates and connected partners, and where the context requires, the specific Contracting Entity which is party to the Transaction in question.

1.2 References to a statute or statutory provision include any amendment, re-enactment or replacement of it. References to writing include email and electronic messaging within the Platform.

1.3 The headings in these Terms are for convenience only and do not affect their interpretation. The words "include", "including" and "in particular" are illustrative and not limiting.

1.4 In the event of any conflict between these Terms and any Plain-English Summary or marketing material, these Terms shall prevail.

2. Contracting Entities and Group Structure

2.1 The Platform is operated jointly across the Group. Each of the following entities is an independent Contracting Entity, holding its own commercial registrations, tax registrations, export licences, environmental permits, and regulatory permissions in its respective jurisdiction:

• Waste Trade Holdings Limited (trading as WasteTrade) — incorporated in England and Wales, company number 13314586, registered office Crown Legal, Dunston Dairy Farm, Dunston, Stafford, Staffordshire, ST18 9AB, United Kingdom, contracting principally in respect of Transactions originating from, transiting through, or destined for the United Kingdom and such other markets as it elects;
• WasteTrade Ghana Holdings Limited — incorporated in the Republic of Ghana, company registration number ET000430425, registered office 33 Bolgatanga Close, Accra, Ghana, contracting principally in respect of Transactions originating from, transiting through, or destined for Ghana, West Africa and such other markets as it elects;
• WasteTrade.com Romania S.R.L. — incorporated in Romania, Trade Register No. J2025037071001, CUI 51846722, VAT RO 51846722, registered office Șoseaua Olteniței 181, 077160 Popești-Leordeni, Romania, contracting principally in respect of Transactions originating from, transiting through, or destined for the European Union and such other markets as it elects.

2.2 Each Contracting Entity contracts as principal, in its own name, on its own account, and under its own export licences and regulatory permissions. No Contracting Entity acts as agent for any other Contracting Entity, save where expressly stated in writing signed by an authorised director.

2.3 The Contracting Entity for a given Transaction shall be identified on the invoice, quotation, sale contract, purchase order acknowledgment, or other Transaction document. Where no Contracting Entity is identified, the Contracting Entity shall be the entity which issues the first invoice or payment instruction in respect of the Transaction.

2.3a Entity routing. The Contracting Entity for any given Transaction is selected by WasteTrade based on operational, regulatory and commercial considerations, including (without limitation) the country of dispatch, transit and destination, the currency of the Transaction, the export and import licensing positions of the Group entities, and the User's commercial relationship with the Group. The selected Contracting Entity will be identified on the invoice, quotation, sale contract or other Transaction document. No User has any right to elect or insist upon a particular Contracting Entity, save as expressly agreed in writing by an authorised director.

2.4 The Contracting Entity may, prior to delivery and at its sole discretion, novate or assign a Transaction to another Contracting Entity, Affiliate or connected partner where this is operationally, commercially, regulatorily or fiscally appropriate. The User consents in advance to such novation or assignment, provided that the substituted entity assumes the corresponding obligations in respect of the Transaction. No further consent of the User shall be required.

2.5 Each Contracting Entity is responsible solely for its own Transactions. No Contracting Entity shall have any liability for the acts, omissions, defaults, debts or breaches of any other Contracting Entity, Affiliate or connected partner. The User may not assert any cross-entity claim, set-off or netting, except as expressly agreed in writing signed by directors of each affected entity.

2.6 Where these Terms refer to "WasteTrade" without further specification, the reference is to the relevant Contracting Entity for the Transaction in question, and the corresponding rights, powers and discretions are exercisable by that Contracting Entity.

3. Platform Role and Legal Status

3.1 The relevant Contracting Entity operates as a principal intermediary and Transaction facilitator. The Contracting Entity does not act as agent of any User. The Contracting Entity is not a trustee, escrow agent, fiduciary, stakeholder, or banking institution, and these Terms shall not be construed as creating any such relationship.

3.2 In the conduct of Transactions, the Contracting Entity may at its sole discretion: (a) buy from a Seller and sell to a Buyer on a back-to-back basis; (b) facilitate a direct sale between Seller and Buyer while controlling payment flow and Documents; or (c) act through any other Contracting Entity, Affiliate or connected partner as it determines appropriate having regard to the jurisdictions involved, regulatory considerations, banking and tax efficiency.

3.3 Funds paid by a Buyer in respect of a Transaction are paid to the relevant Contracting Entity as principal. Such funds are not held on trust, are not segregated as client money, and form part of the general assets of the Contracting Entity until paid out to the Seller or other entitled party. The Contracting Entity may commingle such funds with its other funds and is not required to account to any User for interest or yield.

3.4 The Contracting Entity controls the issuance, holding, release and timing of release of all Documents associated with a Transaction. Documents shall not be released to any party until all of the Contracting Entity's conditions are satisfied, including (without limitation) receipt of Cleared Funds, satisfaction of compliance and sanctions checks, and payment of any charges, demurrage, costs or other sums owing under these Terms.

3.5 Where it does so to manage transactional risk, the Contracting Entity may take, hold or assert legal and/or beneficial title to Materials during transit, pending final settlement of the Transaction. The taking of such title is a contractual risk management mechanism only and does not impose upon the Contracting Entity any duty of a bailee, warehouseman, common carrier or fiduciary, and shall not entitle any User to assert any equitable or proprietary remedy against the Contracting Entity.

3.6 Title to and risk in the Materials shall pass between User and Contracting Entity, and between Contracting Entity and Buyer, as set out in the Transaction documentation. In the absence of express provision, title shall pass to the Buyer only upon receipt of Cleared Funds in full and risk shall pass in accordance with the agreed Incoterm.

3.7 Onboarding due diligence. (a) At registration, WasteTrade collects from each User documents evidencing their regulatory status, including (without limitation) operating permits, waste-handling authorisations, environmental permits, broker registrations, recovery operator licences, and (where applicable) Food-Contact Recycling Authorisations. (b) WasteTrade conducts reasonable verification on these documents at onboarding, including (without limitation) checking that the document is issued by a recognised authority, that the document is current at the date of submission, and that the User identified on the document corresponds to the registering User. WasteTrade may, in its discretion, contact the issuing authority to verify a document. (c) WasteTrade does not: (i) audit or inspect the User's operational compliance with the underlying regulatory regime; (ii) verify whether the User continues to operate within the scope of its permit after onboarding; (iii) monitor in real time whether a permit has been suspended, varied, revoked or expired; (iv) certify, accredit or warrant the User's regulatory standing to any third party. (d) Each User undertakes to notify WasteTrade in writing within seven (7) days of any suspension, variation, revocation, expiry, non-renewal, or material change to any permit, authorisation or licence on the basis of which it was onboarded. (e) WasteTrade may, at the requesting party's cost and on terms confirmed in writing in advance, conduct or commission on-site inspection or material qualification on a specific Transaction. Such inspection may be undertaken by WasteTrade personnel, a WasteTrade contractor, or an independent third-party surveyor, as WasteTrade determines. Where an inspection is conducted, it forms part of that Transaction only and is not a general certification of the User or its materials. WasteTrade's findings on inspection are advisory only and do not transfer regulatory responsibility to WasteTrade. (f) Nothing in this clause 3.7 constitutes an accreditation, certification, warranty or guarantee by WasteTrade to any counterparty as to the regulatory status, compliance, solvency, or suitability of any User.

4. User Registration, Authority and Verification

4.1 To use the Platform, a User must register an account and provide such information and supporting documentation as the Platform may require, including company registration details, beneficial ownership, environmental permits and licences, sanctions screening data, tax registration, and banking information.

4.2 Each User warrants that: (a) all information provided is true, complete, accurate and not misleading; (b) the individual registering or transacting has full authority to bind the entity they represent; (c) the User is duly incorporated, validly existing and in good standing in its jurisdiction of incorporation; (d) the User holds all permits, licences, registrations and approvals required to perform its obligations; and (e) entry into and performance of any Transaction will not breach any law, regulation, contract or fiduciary duty by which the User or its principals are bound.

4.3 B2B-only warranty. Each User warrants and confirms, on registration and on each occasion of accessing the Platform or transacting through it, that it is acting in the course of a trade, business, craft or profession and is not a consumer. For these purposes, a consumer means an individual buying or selling materials for personal, domestic or household use — for example, a private householder selling scrap from a renovation project. The Platform is not designed for, and is not offered to, consumers. WasteTrade may refuse registration, suspend accounts, or decline Transactions where it considers the User to be a consumer. Consumer protection legislation (including but not limited to the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Romanian Consumer Code (Codul consumului), and the Ghana Consumer Protection (Sale of Goods) Act 2003) does not apply to any Transaction or User relationship conducted through the Platform, to the maximum extent permitted by law.

4.4 Account managers, sales representatives, business development officers or other personnel of WasteTrade have no authority to vary these Terms, waive any right of any Contracting Entity, make any binding representation, or commit the Contracting Entity, other than in writing signed by a director of the relevant Contracting Entity. No User may rely on any oral statement, WhatsApp message, email or other informal communication as constituting a binding variation or waiver.

4.5 The Contracting Entity may, at any time and at its sole discretion, request additional verification or supporting documentation from any User, including financial information, references, audit access, site visits, and proof of end-use. The Contracting Entity may suspend the User's account and refuse to process Transactions pending receipt of such information.

4.6 Site information warranty and reliance. Each User shall provide, on registration and on each subsequent material change, accurate and complete information concerning all site conditions and access arrangements relevant to the loading, collection, delivery or unloading of Materials, including (without limitation) vehicle access dimensions (height, width, length, axle weight) and restrictions, surface type and load-bearing capacity, opening hours and operational windows, loading and unloading equipment available on site, dock or quay specifications, environmental and health-and-safety controls, permits and operating licences, EPR / waste carrier / environmental authorisations, restrictions or controls applicable to the site, and any other matter which a reasonable user would consider relevant to the safe, lawful and efficient movement of Materials to or from that site. The User warrants and undertakes that all such information is and will remain true, complete, accurate and not misleading at the date of each Transaction. The User shall promptly notify the Contracting Entity in writing of any material change.

4.7 Reliance and no verification duty. The Contracting Entity and any Haulier it appoints are entitled to rely, without independent verification, on all site information and registration information provided by the User. The Contracting Entity has no obligation to inspect, survey, audit or otherwise verify site conditions before despatching a Haulier or otherwise acting on User-supplied information. Any loss, cost, delay, abortive journey, demurrage, damage or third-party liability arising from inaccurate, incomplete, outdated or misleading User-supplied information shall be borne by the User responsible for that information, recoverable under clauses 9.10 and 13.1 (and, where applicable, by deduction from any deposit under clause 6.9).

4.8 Incomplete or imprecise listings — Buyer proceeding at own risk. (a) Listings on the Platform are populated by Sellers and Brokers. The completeness, accuracy, specificity and currency of every listing — including (without limitation) polymer or material type, grade, form factor, bale or unit specification, origin, source stream, contamination level, recycling pathway, regulatory status, Food-Contact Grade flag and Authorisation Scope parameters (where relevant), weight, moisture, calibration certificate references, photographs, certifications, and any structured field or freeform description — is the responsibility of the Seller or Broker making the listing. (b) A listing that omits required information, leaves fields blank, marks information as "unknown", "not specified", "to be confirmed" or equivalent, or describes the Materials only in general, vague or imprecise terms, is incomplete on its face. The Buyer is on notice of that incompleteness from the moment the listing is visible to it. (c) A Buyer that submits a bid, accepts a quotation, places an order, requests a sample, or otherwise proceeds with a Transaction on the basis of an incomplete or imprecise listing does so at its own risk and on its own commercial judgement. (d) Where a Buyer requires further specification before proceeding, its remedy is to request the missing information from the Seller or Broker through the Platform messaging system, to refuse to bid or accept the quotation, or to make any acceptance conditional in writing on receipt of satisfactory further specification — not to proceed and seek recourse from WasteTrade afterwards. (e) WasteTrade is not responsible for, and shall have no liability arising out of, a Buyer's decision to proceed on an incomplete or imprecise listing, including (without limitation) any commercial loss, regulatory consequence, authorisation breach, recall, brand-owner or downstream claim, transport, demurrage, port, customs or warehousing cost, or reputational harm resulting from the Materials supplied not matching the Buyer's commercial expectations, intended end-use, or (where applicable) Authorisation Scope. (f) Nothing in this clause 4.8 reduces, displaces or substitutes for: (i) the Seller's warranties of accuracy in clause 4.5 or 5.1; (ii) the Seller's specific warranties in clauses 7.9 (origin) or 7.14 (food-contact); or (iii) any indemnity owed by the Seller under these Terms. Where a Seller has provided specifications that are positively false or misleading (as opposed to incomplete or absent), the Seller remains liable under the relevant warranty clauses and the corresponding indemnities are unaffected.

4.9 Subject to clause 18.4 (P2B notice requirements where applicable), the Contracting Entity may refuse registration, suspend accounts, cancel Transactions, reject listings, decline counter-parties, or terminate the User relationship at any time, with or without cause, and shall not be liable for any consequential loss, lost profit or commercial inconvenience arising from such action.

5. Listings, Specifications and Automated Classification

5.1 Sellers are responsible for the content of their listings, including material description, classification code (LoW / EWC / HS / Basel code), specification, quantity, photographs, certifications, and country of origin.

5.2 The Platform may apply automated or semi-automated classification, categorisation, search ranking, lead scoring, and routing logic. Such outputs are generated from User inputs and publicly available data sources. They do not constitute certification, endorsement, verification or warranty by WasteTrade. Users remain solely responsible for the accuracy, completeness and regulatory validity of all classifications and descriptions.

5.3 Photographs, weighbridge tickets, analytical certificates and similar evidence submitted by a Seller are warranted by that Seller to be authentic, contemporaneous and representative of the Materials offered. Any falsification, misrepresentation, doctoring or selective sampling constitutes a fundamental breach of these Terms entitling WasteTrade to terminate the Transaction immediately and recover all losses and costs.

5.4 Quality certificates and sampling reports. WasteTrade does not routinely pre-inspect, sample, test or certify Materials and does not warrant their condition, quality, fitness for purpose or food-contact suitability. Where WasteTrade does agree to conduct or commission sampling, testing (for example, Melt Flow Index (MFI) testing on polymer materials) or certification on a specific Transaction, this will be set out in writing in the Transaction documentation; absent express written agreement, no such service is provided. Independent third-party surveyors and laboratories will be used for any disputed quality, quantity or conformity claim, on a sampling protocol agreed with WasteTrade in advance. Compliance with Applicable Law in respect of the Materials supplied or received rests at all times with the User responsible under the relevant warranty or indemnity provisions of these Terms.

6. Transactions, Pricing, Payment and Title

6.1 All prices are quoted exclusive of VAT, duties, levies and applicable taxes unless expressly stated otherwise. Currency, Incoterms (Incoterms 2020 unless otherwise stated), payment terms, packaging, loading and delivery specifications shall be as set out on the relevant invoice, contract or order acknowledgment.

6.2 Payment terms — case-by-case. Payment terms (including pre-payment, deposit, letter of credit, CAD, open account, or other arrangements) shall be those set out in the Transaction documentation for the specific Transaction. In the absence of express provision in the Transaction documentation, the default position is that payment is required prior to loading and must be received as Cleared Funds in the Contracting Entity's nominated bank account. Any departure from the pre-payment default requires the prior written agreement of a director of the relevant Contracting Entity. Loading or shipment of any Load prior to receipt of Cleared Funds is at the Contracting Entity's absolute discretion and creates no precedent or waiver. Where the Transaction documentation does not specify a payment deadline, the default is seven (7) days from invoice date in respect of any sum due. For payments on arrival, the default is seven (7) days from the later of (i) the vessel's arrival into destination port waters and (ii) the Contracting Entity's issue of the draft Bill of Lading. These defaults yield to any deadline expressly stated in the Transaction documentation.

6.3 Time is of the essence in respect of all payment obligations of the Buyer.

6.4 Where payment is not received as Cleared Funds by the due date, the Contracting Entity shall be entitled, without prejudice to any other right or remedy, to:

• suspend loading, shipment, transit or release of any Load;
• withhold all Documents, including Bills of Lading, Sea Waybills, Annex VII, certificates of origin and customs documentation;
• divert, redirect, return, store or warehouse the Load at the Buyer's cost and risk;
• resell the Materials to a third party at such price and on such terms as the Contracting Entity may determine, with any shortfall recoverable from the original Buyer as a debt;
• cancel the Transaction in whole or in part;
• charge interest at the higher of eight per cent (8%) per annum above the Bank of England base rate or the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998 (or, in respect of Transactions governed by Romanian or Ghanaian law, the equivalent statutory rate in that jurisdiction);
• recover all reasonable costs of collection, including legal fees, agents' fees and court costs, on an indemnity basis;
• exercise a general lien over all Materials, Documents and other property of the Buyer held by or for the Contracting Entity; and
• set off any sum owed to the Buyer by the Contracting Entity (or, with the Buyer's prior consent which the Buyer hereby grants, by any other Group entity) against the unpaid amount.

6.5 Title to Materials shall not pass to the Buyer until the Contracting Entity has received Cleared Funds in respect of the full purchase price and all other sums due under the Transaction and under these Terms. Until title passes:

• the Buyer holds the Materials (where in its possession) as fiduciary bailee for the Contracting Entity;
• the Buyer shall store the Materials separately and identifiably as the property of the Contracting Entity;
• the Buyer shall not pledge, charge, encumber or part with possession of the Materials;
• the Contracting Entity may, at any time, demand return of the Materials and enter upon any premises where they are stored to recover them; and
• the Buyer's right to possession terminates immediately upon any breach by the Buyer of payment or other material obligation, or upon any insolvency event affecting the Buyer.

6.6 Where the Buyer onsells Materials prior to payment in full to the Contracting Entity, the Buyer holds the proceeds of such onward sale on trust for the Contracting Entity, and shall account to the Contracting Entity for such proceeds up to the amount outstanding.

6.7 The Contracting Entity may, at its discretion and without prior notice, set off any sum due from a User against any sum due to that User, whether such sums arise under these Terms or otherwise.

6.8 Payments by the Buyer shall be made in full without any deduction, withholding, set-off or counterclaim, save as required by law. Where any deduction or withholding is required by law, the Buyer shall pay such additional amount as is necessary to ensure that the Contracting Entity receives the full amount it would have received in the absence of the deduction or withholding.

6.9 Deposits and deposit forfeiture. Where the Transaction documentation provides for the Buyer to pay a deposit (commonly thirty per cent (30%) of the gross transaction value), the following applies: (a) the deposit is payable as both part-payment of the price and security for the Buyer's performance of all obligations under the Transaction; (b) the balance of the price (the "Final Invoice") is payable in full, as Cleared Funds, no later than seven (7) days from the later of (i) the vessel's arrival into the territorial or anchorage waters of the destination port, or (ii) the issuance by the Contracting Entity of the draft Bill of Lading (the "Final Payment Deadline"); (c) if the Buyer fails to pay the Final Invoice in full as Cleared Funds by the Final Payment Deadline, the Contracting Entity shall give the Buyer written notice of default and a further period of fourteen (14) days to remedy the default (the "Cure Period"); (d) if the default is not remedied by the end of the Cure Period, the deposit is forfeited and the Contracting Entity may exercise all rights under clause 6.4, including resale of the Materials; (e) the forfeited deposit shall be applied by the Contracting Entity against the unpaid balance, plus all costs, demurrage, freight, return haulage, storage, sampling, surveyor, agency, legal and recovery costs, interest under clause 6.4, and any difference between the original contract price and any resale price obtained on a commercially reasonable resale; (f) any surplus remaining after such application shall be returned to the Buyer (in practice there is rarely a surplus once costs of default are accounted for); (g) any shortfall after such application remains recoverable from the Buyer as a debt; (h) the parties agree that the deposit forfeiture mechanism in this clause 6.9 represents a genuine and commercially reasonable protection of the Contracting Entity's legitimate interest in performance, payment, and recovery of consequential costs, and is not intended to operate as a penalty.

7. Compliance, Basel Convention, Green List and Regulatory Allocation

7.1 Each User warrants and undertakes that, in respect of each Transaction, it shall comply with all Applicable Law, including without limitation the Basel Convention, Regulation (EC) No 1013/2006, Regulation (EU) 2024/1157 (including the PIC Regulation in force from 21 May 2026 and the prohibition on exports of certain waste streams to non-OECD countries effective from November 2026), the Hazardous Waste Regulations 2005, the United Kingdom Plastic Packaging Waste regime, the Ghanaian environmental and customs regime as administered by the Environmental Protection Agency of Ghana, the Romanian environmental and customs regime, and all sanctions, anti-money laundering, anti-bribery, and counter-terrorism financing laws applicable to any party to the Transaction.

7.2 Sellers warrant that: (a) Materials offered are correctly classified, described and coded; (b) Materials are accompanied by all required documentation, permits and certifications; (c) Materials are not contaminated beyond contractually permitted limits; (d) Materials are not subject to any export prohibition, restriction or licensing requirement which has not been satisfied; (e) Materials originate from a lawful source and have been lawfully acquired by the Seller; and (f) the Seller has the right to sell the Materials free from any third-party claim or encumbrance.

7.3 Buyers warrant that: (a) they will lawfully import and lawfully use the Materials at the country of destination; (b) they hold all import licences, permits, EPR registrations, and end-user permissions required; (c) the End-User is a recovery facility (or equivalent) authorised to receive and process the Materials; (d) they will not divert, transship or re-export the Materials in breach of the export licence under which they were dispatched; and (e) they will provide such evidence of receipt and recovery as the Contracting Entity may reasonably require, including PERN / PRN evidence where applicable.

7.4 WasteTrade bears no liability for: customs inspection, hold, delay, rejection, fine or seizure; environmental agency inspection, enforcement action, prosecution or licence revocation; mis-declaration discovered post-shipment; changes in Applicable Law (including the entry into force of the PIC Regulation and the November 2026 non-OECD export ban); revocation, suspension or non-renewal of any User's export, import or operating licence; or any other regulatory event affecting a Transaction, except to the extent directly caused by the gross negligence or wilful misconduct of the relevant Contracting Entity.

7.5 Where regulatory change renders a Transaction unlawful, materially more costly, or commercially impracticable, the Contracting Entity may, at its sole discretion, cancel, suspend, modify, redirect or renegotiate the Transaction. Any incremental costs (including freight, demurrage, return haulage, redirection costs, sampling, storage and disposal) shall be borne by the User responsible for the affected leg of the Transaction (the Seller for export-side events, the Buyer for import-side events), and the Contracting Entity may withhold Documents and Materials until such costs are paid.

7.6 The User shall promptly notify the Contracting Entity of any: regulatory inspection, enquiry or enforcement action; cancellation, suspension or non-renewal of any relevant licence or permit; change in beneficial ownership or control; insolvency event; or sanctions designation affecting the User or any of its beneficial owners, customers or counterparties.

7.7 The User shall maintain, for a minimum of seven (7) years (or such longer period as Applicable Law requires), all records relating to Transactions, including correspondence, Documents, evidence of recovery, and weighbridge data. The User shall make such records available to the Contracting Entity, regulators and auditors on reasonable request.

7.8 Origin disclosure and true country of origin. Where the country from which any Materials are physically loaded, despatched or shipped differs in any respect from the true country of origin of those Materials (being the country in which the Materials were generated, collected, sorted, processed or otherwise lawfully arose as waste or recovered material), the Seller, Broker or any other User listing the Materials shall disclose that divergence in writing to the Contracting Entity, in advance of the Transaction, and shall identify both: (a) the loading country; and (b) the true country of origin. This disclosure obligation is absolute and applies regardless of whether the User believes the divergence is material to any regulatory, fiscal or commercial matter.

7.9 Origin warranties. Each Seller and each Broker warrants and undertakes, in respect of each Transaction, that: (a) the country of origin declared on the listing, invoice, commercial documents, customs documents, Annex VII, certificate of origin (including any EUR1 or EUR-MED movement certificate), and waste consignment notes is the true country of origin of the Materials; (b) the Materials have not been routed, transhipped, repackaged, relabelled or otherwise reflagged in a manner intended to obscure or misrepresent their true origin; (c) the Materials are not, and will not be, used or presented (whether by the Seller, the Buyer, any End-User or any third party identified by the User) for the purpose of obtaining: (i) subsidy, grant, rebate or other public-financial benefit (including EPR rebates and recycled-content credits) to which the recipient is not lawfully entitled; (ii) preferential customs treatment, duty reduction, GSP benefit, or origin-based tariff preference to which the goods are not lawfully entitled; or (iii) circumvention of any export prohibition, restriction, sanction or licensing regime (including the prohibition on exports of certain waste streams to non-OECD countries under Regulation (EU) 2024/1157 effective from November 2026).

7.10 Audit and supporting evidence. The Contracting Entity may at any time, and without notice, require the User to provide supporting evidence of the true country of origin of the Materials, including (without limitation) third-party commercial invoices, purchase records, transport documents covering the inbound leg into the loading country, weighbridge records, waste consignment notes, certificates of origin issued by third parties, and identification of upstream suppliers. The User shall comply with such request within seven (7) days. Failure or refusal to provide adequate supporting evidence: (a) constitutes a material breach of these Terms; (b) entitles the Contracting Entity to suspend or cancel the Transaction and to terminate the User's account; (c) creates an evidential presumption that the declared country of origin is incorrect.

7.11 Origin fraud indemnity (Group-wide). Each User shall indemnify and hold harmless every member of the Group — irrespective of which Contracting Entity was party to the Transaction — on a full indemnity basis against all losses, damages, costs, expenses (including legal fees and disbursements), claims, demands, fines, penalties, customs duties, taxes, clawbacks, regulatory actions, suspension or revocation of export licences or operating permits, reputational harm, and any criminal proceedings (and the costs of defending them), suffered or incurred by any member of the Group arising directly or indirectly out of or in connection with any breach by the User of clauses 7.8, 7.9 or 7.10. This indemnity is in addition to, and not in substitution for, the indemnity in clause 13.1, and the cap in clause 14 shall not apply to liabilities of the User under this clause 7.11.

7.12 Suspension and Group-wide effect. Where the Contracting Entity (acting reasonably) considers that a User has breached or may have breached clauses 7.8, 7.9 or 7.10, it may, with immediate effect and without notice: (a) suspend the User's account across all domains and all Contracting Entities of the Group; (b) cancel all pending Transactions involving that User; (c) withhold all Documents; (d) require the return of any deposit, advance or other sum (in addition to enforcing the lien and retention-of-title rights under clause 6); and (e) preserve all evidence relating to the Transaction and the User pending further investigation.

7.13 Reporting and confidentiality carve-out. Where the Contracting Entity (acting reasonably and in its sole discretion) considers that a User has engaged in conduct that may constitute a breach of Applicable Law (including, without limitation, breach of clauses 7.8 to 7.10, sanctions evasion, customs fraud, subsidy fraud, or money laundering), it may disclose information relating to the User, the Transaction, and the Materials to regulators, customs authorities, environmental authorities, law enforcement, banking institutions, insurers, and other competent authorities. The User acknowledges that such disclosure is necessary, proportionate, and in the legitimate interests of the Group, and the User irrevocably waives any claim of confidentiality, data protection, breach of trust, or other restriction in respect of such disclosure. This clause 7.13 prevails over clause 17 (Confidentiality) and operates as a permitted lawful basis for processing under Applicable Law.

7.14 Food-Contact Grade Materials — Seller warranties. Where a Seller (or any Broker acting on behalf of a Seller) lists, describes, offers, quotes or otherwise represents Materials as Food-Contact Grade Material (being Materials of any polymer type, including but not limited to PET, HDPE, PP and any polymer subsequently added to the Platform, described, listed, searched for, ordered or quoted as suitable for use in a food-contact recycling process, including where described using any of the terms "food-grade", "food-contact", "food-suitable", "bottle-grade", "bottle-to-bottle", "B2B-grade", "tray-to-tray", "yoghurt-pot grade", "closed-loop", "FCM-grade", "rPET food-grade", "rHDPE food-grade", "rPP food-grade", or any equivalent term in any language, or where the listing or order is flagged as Food-Contact Grade in the Platform's structured fields), the Seller warrants and undertakes, in respect of each affected Transaction, that: (a) the Materials are post-consumer or post-industrial scrap of the polymer represented in the listing, and the polymer composition is consistent with the listing description; (b) the Materials were generated from applications previously in contact with food, beverage, potable water or other applications consistent with food-contact suitability for the polymer in question, and not previously in contact with motor fuels, oils, agricultural chemicals, cleaning products, solvents, pharmaceuticals, biocides, or any other non-food substance; (c) the Materials are sourced from collection streams of a type capable of supporting food-contact recycling, including (where applicable) closed-loop, deposit-return, defined post-industrial scrap, or audited kerbside streams, and the Seller shall identify the specific source stream in the listing or on request; (d) the Materials do not contain (above the thresholds typically permitted by food-contact recycling authorisations applicable to the polymer in the Buyer's jurisdiction) any contaminant inconsistent with food-contact processing, including (without limitation) polymer types other than the polymer represented; grades, additives, multilayer structures or colourants of the same polymer not consistent with food-contact use (for example, PET-G, opaque PET or multilayer PET in a PET load; non-food HDPE grades such as motor-oil bottle HDPE in an HDPE load; non-food PP grades such as automotive or industrial PP in a PP load); non-polymer contaminants (metal, paper, organic residues, glass); and material of unknown or non-food origin; (e) the Materials have not been blended with material of unknown, untraceable or non-food origin; (f) the Seller has retained, and will provide on request within seven (7) days, documentary evidence supporting each of the foregoing, including (without limitation) upstream supplier identification, collection-system documentation, contamination test reports, and where available, EuCertPlast, RecyClass, ISCC PLUS or equivalent third-party certification; (g) where the Seller represents that the Materials are suitable for a specific Recycling Pathway (mechanical, chemical, closed-loop, or any combination), the Seller warrants the basis on which that representation is made and shall identify it on request, and absent express representation, the Seller makes no warranty as to suitability for any particular Recycling Pathway, the Buyer being required under clause 7.15 to satisfy itself of that suitability under its Authorisation Scope; (h) the Seller has made no representation, express or implied, that the Materials are suitable for any specific Buyer's Food-Contact Recycling Authorisation. The warranties in this clause 7.14 are in addition to, and do not displace, the listing accuracy warranties in clauses 4.5, 4.8 and 5.1, or the origin warranties in clause 7.9.

7.15 Food-Contact Grade Materials — Buyer obligations. Where a Buyer seeks to acquire, accepts a quotation for, or otherwise takes delivery of Materials that are Food-Contact Grade Material: (a) the Buyer warrants that it holds a valid, current and unsuspended Food-Contact Recycling Authorisation (being an authorisation, registration, scheme approval or equivalent permission permitting the Buyer to operate a recycling process producing Materials intended for direct or indirect food contact, including under Regulation (EU) 2022/1616, retained EU law in the United Kingdom, United States FDA food-contact substance notification regimes, and equivalent regimes in any other jurisdiction) covering the polymer, form factor, source stream and Recycling Pathway applicable to the Materials in question; (b) the Buyer is solely responsible for satisfying itself that the Materials offered by the Seller fall within the parameters defined by its Food-Contact Recycling Authorisation (its "Authorisation Scope"), including (without limitation) polymer, form factor, Recycling Pathway, source stream, geographic origin, and contamination threshold parameters; (c) the Buyer shall conduct its own input verification on arrival in accordance with the requirements of its Authorisation Scope, including (where required) sampling, contamination testing, polymer identification (NIR, FTIR or equivalent), and source-system verification, it being acknowledged that such verification is a regulatory obligation owed by the Buyer to its food-contact regulator and is not a function performed by WasteTrade; (d) the Buyer shall notify WasteTrade in writing immediately upon discovering, suspecting or being informed of any discrepancy between the Materials supplied and the Buyer's Authorisation Scope, and shall not process such Materials in its food-contact line pending resolution; (e) the Buyer shall keep its Food-Contact Recycling Authorisation up to date on its Platform profile and shall notify WasteTrade within seven (7) days of any variation, suspension, withdrawal, expiry or amendment of its Authorisation Scope; (f) the Buyer acknowledges and agrees that nothing in these Terms, on the Platform, in any quotation, listing, invoice, or communication from WasteTrade constitutes a representation, warranty, certification, confirmation or guarantee that the Materials supplied fall within its Authorisation Scope; that determination is solely for the Buyer.

7.16 WasteTrade's role — exclusion. WasteTrade does not, in respect of any Transaction involving Food-Contact Grade Material of any polymer: (a) certify, approve, validate or vouch for the food-contact suitability of any Materials; (b) match listings against any Buyer's Authorisation Scope (whether or not WasteTrade holds the Buyer's Food-Contact Recycling Authorisation on file); (c) sample, test, characterise or inspect Materials for food-contact suitability or for suitability under any particular Recycling Pathway; (d) act as a substitute for the Buyer's input verification obligations under its Food-Contact Recycling Authorisation; or (e) hold or perform any function under any food-contact regulatory regime, in any jurisdiction. Any structured listing fields, search filters, automated matching, AI-assisted recommendations or other Platform features that surface Materials in connection with food-contact terms are provided as commercial introduction tools only. They do not constitute regulatory verification, do not represent a match against any Buyer's Authorisation Scope, and Users may not rely on them as such.

7.17 Food-Contact Grade indemnity (Group-wide; uncapped). Each User shall indemnify and hold harmless every member of the Group — irrespective of which Contracting Entity was party to the Transaction — on a full indemnity basis against all losses, damages, costs, expenses (including legal fees and disbursements), claims, demands, fines, penalties, regulatory actions, suspension, variation or revocation of food-contact recycling authorisations, product recalls, brand-owner claims, claims by downstream converters or packaging users, reputational harm, and any criminal proceedings (and the costs of defending them), suffered or incurred by any member of the Group arising directly or indirectly out of or in connection with any breach by the User of clauses 7.14 or 7.15. For the avoidance of doubt: (a) this indemnity is in addition to, and not in substitution for, the indemnity in clause 13.1 and the origin fraud indemnity in clause 7.11; (b) the cap on liability in clause 14 shall not apply to liabilities of the User under this clause 7.17; (c) the indemnity covers losses claimed against any Group member by the Buyer, by the Buyer's downstream customer, by any brand owner or food packaging converter using the Buyer's output, and by any regulator or competent authority.

7.18 Suspension on food-contact breach. Where the Contracting Entity (acting reasonably) considers that a User has breached or may have breached clauses 7.14 or 7.15, it may, with immediate effect and without notice: (a) suspend the User's account across all domains and all Contracting Entities of the Group; (b) cancel all pending Transactions involving that User, whether or not those Transactions are Food-Contact Grade or relate to the polymer in question; (c) require the return of any deposit, advance or other sum (in addition to enforcing the lien and retention-of-title rights under clause 6); (d) preserve all evidence relating to the Transaction and the User pending further investigation, and provide such evidence to the relevant food-contact regulator or other competent authority if required by law.

7.19 Disputes — Food-Contact Grade Materials. Where a Buyer alleges that Materials supplied as Food-Contact Grade Material do not conform to the Seller's warranties under clause 7.14: (a) the time-limits in clause 11.2 apply, except that the Buyer's claim must additionally identify (i) the specific element of the Seller's warranty alleged to be breached, (ii) the specific element of the Buyer's Authorisation Scope said to be exceeded or contravened, and (iii) the polymer identification methodology used (NIR, FTIR, laboratory analysis or equivalent); (b) independent third-party sampling and laboratory analysis is mandatory for any food-contact dispute, on a protocol agreed with WasteTrade in advance; (c) where the Buyer alleges that food-contact authorisation has been jeopardised, the Buyer must promptly notify its food-contact regulator and provide WasteTrade with copies of all correspondence with that regulator; (d) WasteTrade's right to refer the dispute to expert determination under clause 11.8 applies in addition to (and not in substitution for) the Buyer's regulatory notification obligations.

7.20 Acknowledgement. By using the Platform in respect of any Materials that are or may become Food-Contact Grade Material, each User acknowledges that: (a) food-contact recycling is a regulated activity in which primary responsibility for input suitability sits with the recycler holding the relevant authorisation; (b) the regulatory regimes governing food-contact recycling for different polymers (including PET, HDPE, PP and others) are evolving, and Recycling Pathway, input parameters and contamination thresholds vary by polymer and by authorisation; (c) WasteTrade is a commercial introducer and trading intermediary, not a food-contact regulator, technology licensor, certification body, or compliance verification body; (d) the contractual allocations of responsibility in clauses 7.14 to 7.19 reflect that division of regulatory responsibility and are accepted as reasonable in the Users' commercial context.

8. Demurrage, Detention, Storage and Port Costs

8.1 WasteTrade does not bear, assume or guarantee any demurrage, detention, storage, warehousing, plug-in (reefer), customs hold, agency fees, or port charges ("Port Costs"). Such costs are borne by the User responsible for the leg of the Transaction in which the Port Cost arises.

8.2 Without limiting clause 8.1: (a) Port Costs arising from delay or default in payment, documentation, or providing instructions shall be borne by the User causing the delay; (b) Port Costs arising from customs hold, inspection, sampling or rejection on the import side shall be borne by the Buyer; (c) Port Costs arising from rejection or hold on the export side shall be borne by the Seller; and (d) Port Costs arising from regulatory change (clause 7.5) shall be borne by the User responsible for the affected leg.

8.3 WasteTrade may, but is not obliged to, advance Port Costs on behalf of the responsible User. Where it does, the User shall reimburse WasteTrade on demand, together with a handling charge of ten per cent (10%) of the amount advanced and interest at the rate set out in clause 6.4.

8.4 The Contracting Entity may withhold all Documents and direct the Haulier or carrier not to release any Load to any party until all Port Costs and all other sums payable under the Transaction are paid in full as Cleared Funds.

8.5 Where a Load is abandoned, refused or unclaimed by the Buyer, the Contracting Entity may, after seven (7) days' written notice (or such shorter period as port or carrier conditions require), sell, dispose of, return or destroy the Load and recover all associated costs from the responsible User.

8.6 Free time at destination port. Unless otherwise expressly agreed in writing in the Transaction documentation, the Buyer is granted seven (7) days of free time at the destination port, running from the date of notification of arrival given by the Contracting Entity, the carrier, the agent, or any of them, to the Buyer or consignee (the "Free Time Period"). After expiry of the Free Time Period, all demurrage, detention, plug-in (where applicable), storage, terminal handling, and other Port Costs are payable by the Buyer at the actual rates levied by the carrier, terminal or port (pass-through), plus the ten per cent (10%) handling charge under clause 8.3 in respect of any such costs advanced by the Contracting Entity. The Free Time Period is not extended by delay caused by the Buyer's failure to pay, failure to provide documentation, failure to nominate a consignee, or failure to clear customs.

9. Logistics, Hauliers and Carriers

9.1 The Contracting Entity ordinarily appoints Hauliers and contracts with them directly. Where it does so, the Contracting Entity acts in its own name and on its own account and not as agent of any User.

9.2 Hauliers are independent contractors. The Contracting Entity is not liable for the acts, omissions, defaults or negligence of any Haulier, except as expressly assumed in writing or as required by Applicable Law.

9.3 Hauliers and their subcontractors are required to deal exclusively with the Contracting Entity and not to communicate directly with the counter-party User regarding price, terms, scheduling, redirection or release. Any breach by a Haulier of such requirement does not affect the User's obligations under these Terms.

9.4 The Haulier remains fully responsible for its own subcontractors and for compliance with all applicable transport, customs, safety and environmental law.

9.5 The Buyer shall provide free, safe and prompt access for loading or unloading. Costs arising from delay, refusal of access, or inadequate facilities shall be recoverable from the Buyer.

9.6 Risk and insurance allocation shall follow the Incoterm specified in the Transaction documentation, with such modifications as expressly agreed. Where no Incoterm is specified, CIF (Incoterms 2020) shall apply for sea freight and CIP (Incoterms 2020) shall apply for road or multimodal freight.

9.7 Consignee changes on draft Bills of Lading. The Contracting Entity shall, without charge, accommodate up to two (2) consignee changes per Load on the draft Bill of Lading prior to the BL being released. Each further consignee change requested by the Buyer (whether on the draft Bill of Lading or any associated transport or customs document) is charged at three hundred pounds sterling (£300), or the equivalent amount in United States Dollars, Euros, or local currency at the prevailing rate on the date of the change, payable as Cleared Funds before the change is effected. Carrier or terminal charges for amendment of the final issued Bill of Lading are passed through to the Buyer in addition to the Contracting Entity's administrative fee, together with the ten per cent (10%) handling charge under clause 8.3 in respect of any such charges advanced by the Contracting Entity.

9.8 EUR1 and other preferential origin certificates. Where a Buyer requests issuance or facilitation of a EUR1 movement certificate, EUR-MED certificate, or other preferential origin certification, the Contracting Entity will, where commercially and operationally feasible, procure the document. An administrative fee of one hundred pounds sterling (£100) per certificate, or the equivalent in United States Dollars, Euros, or local currency at the prevailing rate, is payable as Cleared Funds in addition to any third-party customs, chamber-of-commerce, or carrier charges (which are passed through). The Contracting Entity does not warrant the eligibility of any Materials for preferential origin treatment, which is the responsibility of the Buyer to determine and the Seller to substantiate.

9.9 Currency conversion. Where any administrative fee in these Terms is expressed in pounds sterling (including, for the avoidance of doubt, the fees in clauses 9.7 and 9.8) and is payable in another currency, the conversion shall be at the spot rate published by the Bank of England, the European Central Bank, or the Contracting Entity's bank, as the Contracting Entity may reasonably determine, on the date of payment.

9.10 Abortive haulage and site-condition chargebacks. Where a Haulier is despatched by the Contracting Entity, or by any party on the User's instruction, and the journey is aborted, delayed, extended, repeated, or rendered more costly as a result of inaccurate, incomplete, outdated or misleading site or access information provided by the User (whether at registration under clause 4.6 or otherwise), the Contracting Entity shall be entitled to recover from that User: (a) the actual charges levied by the Haulier in respect of the abortive or extended journey (including wasted-journey charges, waiting time, return haulage, attempted second access, alternative routing, and any third-party costs); (b) an administrative fee of one hundred and fifty pounds sterling (£150) per incident, or the equivalent in United States Dollars, Euros, or local currency at the prevailing rate; and (c) the ten per cent (10%) handling charge under clause 8.3 in respect of the Haulier charges advanced by the Contracting Entity. Such amounts are payable as a debt on demand and in any event within seven (7) days of invoice, in Cleared Funds. The Contracting Entity may, at its sole discretion: (i) deduct such amounts from any deposit held under clause 6.9; (ii) exercise a general lien over Materials, Documents and other property of the User under clause 6.4; and (iii) suspend further Transactions pending payment. This clause is without prejudice to the indemnity in clause 13.1 in respect of any further loss.

9.11 Driver waiting time at site. The driver of any Haulier despatched by the Contracting Entity, or by any party on the User's instructions, is allowed up to two (2) hours of free time at the loading or unloading site, measured from arrival. If the driver is held beyond that period for reasons attributable to the User (including but not limited to site not being ready, paperwork not being in order, consignee unavailable, equipment not available, or any other User-side delay), the Contracting Entity shall pass through the actual waiting-time charges levied by the Haulier, plus an administrative handling charge of ten per cent (10%) of those charges. Such sums are payable as a debt within seven (7) days of invoice and may be deducted from any deposit, advance or other sum held by the Contracting Entity. Where the Buyer has commenced loading or unloading but is held up by the Seller's site (or vice versa), the responsible party shall be the User whose site or instructions caused the delay.

10. Brokers, Intermediaries and Disclosure

10.1 Any User acting in the capacity of a Broker shall, before any Transaction, disclose in writing to the Contracting Entity: (a) the identity and beneficial ownership of the principal it represents; (b) the source of the Materials (or the End-User, as the case may be); (c) the export and/or import licences and permits relied upon; (d) any conflict of interest, including dealings with competing Sellers, Buyers or End-Users; and (e) any commission, finder's fee or other arrangement which would create a conflict of interest with the duty owed to the principal.

10.2 The Broker shall indemnify and hold harmless the Contracting Entity and the Group on a full indemnity basis against all losses, claims, costs, fines, penalties, damages, legal fees, regulatory action, and reputational harm arising directly or indirectly from: (a) any misrepresentation, false statement or omission by the Broker or its principal; (b) any breach of Applicable Law by the Broker or its principal; (c) any payment failure by the principal; (d) any unauthorised diversion, transhipment or re-export of Materials by the principal; and (e) any undisclosed conflict of interest.

10.3 The Broker shall not, without the Contracting Entity's prior written consent: (a) cross-reference, share, copy, export, scrape or onward-disclose any data or contact obtained through the Platform; (b) introduce Platform Buyers and Sellers to one another outside the Platform; or (c) interfere in territories or accounts allocated to other personnel or contractors of the Group.

10.4 Breach of clause 10.3 shall entitle the Contracting Entity to: immediate termination of the Broker's account; recovery of damages on an indemnity basis; injunctive relief; and disgorgement of any profits earned by the Broker as a result of the breach. The parties acknowledge that damages alone may not be an adequate remedy.

11. Disputes, Rejection and Evidentiary Standards

11.1 Once shipped, a Load may not be rejected save as expressly permitted by this clause 11. The Buyer's sole remedy for any non-conformity is the claims procedure set out below.

11.2 Any quality, quantity or conformity claim must be: (a) notified in writing to the Contracting Entity within forty-eight (48) hours of arrival of the Materials at the agreed delivery point (this being the deadline to RAISE the claim); and (b) substantiated by full, quantified and evidenced submission, including photographs, video, time-stamps, geo-location data, weighbridge tickets, independent third-party sampling and (where applicable) laboratory analysis results, within seventy-two (72) hours of arrival (this being the deadline to PROVE the claim — twenty-four (24) hours after the notice deadline). Both time-limits are absolute and run from the same starting point (arrival at the agreed delivery point).

11.3 Failure to comply with the time-limits or evidentiary standards in clause 11.2 shall extinguish the claim in full. Time-limits are of the essence.

11.4 The Buyer shall not destroy, dispose of, blend, process, contaminate, or part with possession of any Load in respect of which a claim is asserted, until the claim is resolved or the Contracting Entity expressly consents. Breach of this obligation extinguishes the claim and entitles the Contracting Entity to full payment.

11.5 Disputes which cannot be resolved within thirty (30) days shall be referred, at the Contracting Entity's election, to: (a) arbitration in accordance with the LCIA Rules, seated in London, with a sole arbitrator; or (b) the courts identified in clause 19.

11.6 No class or collective action. All claims under or in connection with these Terms or any Transaction shall be brought solely on an individual basis. No claim may be brought, joined, consolidated, prosecuted or pursued as a class action, representative action, collective action, group litigation order, mass arbitration, or other collective or aggregated proceeding. The arbitration election in clause 11.5 is exercisable per User and per claim. The Contracting Entity does not consent to the consolidation or class-wide arbitration of any claim. This clause shall apply to the maximum extent permitted by Applicable Law (and, to the extent the laws of Romania, Ghana or any other jurisdiction implementing EU Directive 2020/1828 require otherwise, only to the extent of that mandatory requirement).

11.7 Weight tolerance and weighbridge reconciliation. Weight discrepancies between the loading weighbridge ticket and the discharge / receiving weighbridge ticket shall be allocated as follows: (a) a discrepancy of two hundred and fifty (250) kilograms or less per Load shall be deemed immaterial and shall give rise to no claim, adjustment or right of reduction by either party; (b) a discrepancy between two hundred and fifty-one (251) and five hundred (500) kilograms per Load shall be reconciled by the Contracting Entity by adjustment of the relevant settlement amounts, with fifty per cent (50%) of the discrepancy allocated to the Seller's settlement and fifty per cent (50%) allocated to the Buyer's settlement (the Contracting Entity itself shall not absorb any part of the discrepancy); (c) a discrepancy in excess of five hundred (500) kilograms per Load shall be treated as a quality and conformity claim and must be notified, substantiated and evidenced in accordance with clauses 11.2 and 11.3; (d) any party seeking to rely on a weighbridge reading shall produce, on the Contracting Entity's request, a current weighbridge calibration certificate issued no more than twelve (12) months prior to the date of weighing, and shall submit such certificate to the Contracting Entity within forty-eight (48) hours of the date of weighing; (e) failure to produce a calibration certificate within the required period creates an evidential presumption against the party relying on the uncertificated weighing, and the Contracting Entity may resolve the discrepancy by reference to the certificated party's weight alone.

11.8 Moisture content and expert determination. Moisture content disputes in respect of scrap bales and other Materials shall be handled as follows: (a) a moisture content of twelve per cent (12%) or below shall be deemed within tolerance and shall give rise to no claim, adjustment or right of reduction; (b) where the Buyer asserts a moisture content above twelve per cent (12%) at the point of unloading, the assertion shall be supported by the evidentiary standards in clause 11.2 (photographic and video evidence; time-stamped and geo-located; independent third-party sampling and moisture analysis on a sampling protocol agreed in advance with the Contracting Entity); (c) where the Contracting Entity (acting in its sole discretion) considers that the claim has been adequately substantiated under clause 11.8(b), the claim shall be referred to expert determination managed by the Contracting Entity ("Expert Determination"); (d) Expert Determination is not arbitration. The Contracting Entity (acting through a director or senior compliance officer not previously involved in the Transaction) shall review all evidence submitted by Buyer and Seller, may commission such further independent sampling or analysis as it considers reasonable (at the cost of the User found responsible), and shall issue a determination within thirty (30) days; (e) the Expert Determination shall be final and binding on Buyer and Seller in the absence of manifest error or fraud, and shall result in an adjustment between the parties' settlement accounts to such extent as the Contracting Entity determines is fair; (f) the Buyer shall not destroy, dispose of, blend, process or part with possession of the affected Load until the Expert Determination is issued, save with the Contracting Entity's prior written consent; (g) the costs of Expert Determination (including any commissioned sampling) are borne by the User against whose interests the determination is issued, save where the Contracting Entity determines a different cost allocation is fair.

11.9 No counterclaim or set-off may be raised by a Buyer or Seller in respect of any sum invoiced under these Terms. All sums invoiced are payable in full pending final resolution of any dispute (including any Expert Determination under clause 11.8).

12. Sanctions, Anti-Money Laundering and Financial Crime

12.1 Each User warrants that neither it, nor any of its beneficial owners, directors, officers, employees, customers or counterparties is: (a) a target of sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States, or any other jurisdiction in which the Group operates; (b) ordinarily resident in, organised under the laws of, or located in any comprehensively sanctioned territory; or (c) subject to any enforcement action by any financial crime authority.

12.2 The Contracting Entity may, at its sole discretion and without notice, suspend, cancel, delay, redirect, freeze, or terminate any Transaction, account or relationship where it considers that there is any sanctions, money laundering, terrorist financing, fraud, or bribery risk. The Contracting Entity may withhold funds, Documents and Materials pending resolution.

12.3 No liability shall attach to any Contracting Entity for: action or inaction by a bank, payment processor, correspondent bank or financial institution; account closure or payment refusal by a bank; any delay, hold or rejection of any payment by a bank or regulator; or any compliance with sanctions, anti-money laundering or counter-terrorism financing law (whether mandatory or precautionary).

12.4 The User shall promptly provide such Know-Your-Customer, Know-Your-Business and Source-of-Funds information as the Contracting Entity, its bank, or any regulator may request.

13. Indemnity

13.1 Each User shall indemnify and hold harmless the Group, its Contracting Entities, Affiliates, connected partners, directors, officers, employees, agents, contractors and insurers (the "Indemnified Parties") on a full indemnity basis against all losses, damages, costs, expenses (including legal fees and disbursements), claims, demands, fines, penalties, regulatory actions, customs duties, taxes, demurrage, storage charges, return haulage, environmental remediation costs, and reputational harm ("Losses") suffered or incurred by any Indemnified Party arising directly or indirectly out of or in connection with:

• any breach by the User of these Terms or any Transaction document;
• any breach by the User of Applicable Law (including the Basel Convention, Regulation (EU) 2024/1157, sanctions and anti-money laundering law);
• any misrepresentation, false statement or omission by the User;
• any claim by a third party (including any End-User, regulator, customs authority, port authority or freight forwarder) arising from the User's acts or omissions;
• any contamination, mis-classification, mis-declaration or non-conformity of Materials;
• any unauthorised diversion, transhipment, re-export or end-use of Materials;
• any insolvency event affecting the User; and
• any matter for which the User has assumed responsibility under these Terms.

14. Limitation of Liability

14.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be limited or excluded.

14.2 Split liability cap. Subject to clause 14.1 and to clause 14.3, the maximum aggregate liability of each Contracting Entity to any User in respect of all claims arising under or in connection with these Terms and any Transaction in any twelve (12) month period shall not exceed:

• for claims relating to the price, quality, quantity or conformity of Materials supplied under a specific Transaction ("Transaction-Value Claims"): the lower of (i) one hundred per cent (100%) of the invoice value of that specific Transaction; or (ii) £50,000 (or local-currency equivalent); and
• for all other claims, including those relating to data, intellectual property, platform availability, delay, communications, marketing, or operational matters ("General Claims"): the lower of (i) the net commission or margin retained by that Contracting Entity from Transactions with that User in that period; or (ii) £50,000 (or local-currency equivalent).

14.3 Raised cap on high-value Transactions. Where a Transaction-Value Claim relates to a specific Transaction with an invoice value exceeding £250,000 (or local-currency equivalent), the cap in clause 14.2(a) is raised, in respect of that specific Transaction only, to the lower of (i) one hundred per cent (100%) of the invoice value of that specific Transaction; or (ii) £250,000 (or local-currency equivalent). For the avoidance of doubt, the raised cap applies on a per-Transaction basis and does not aggregate across Transactions in the same 12-month period.

14.4 Subject to clause 14.1, no Contracting Entity shall be liable for any: indirect, consequential or special loss; loss of profit; loss of revenue; loss of business opportunity; loss of contract; loss of goodwill; loss of reputation; loss of data; cost of replacement materials; or wasted management time, in each case howsoever caused, whether under contract, tort (including negligence), statute or otherwise.

14.5 No Contracting Entity gives any warranty, representation, condition or term, express or implied, beyond those expressly set out in these Terms. All terms implied by statute, common law or otherwise are excluded to the maximum extent permitted by law.

15. Force Majeure

15.1 No party shall be liable for any failure or delay in performance caused by a Force Majeure Event. The affected party shall promptly notify the other and use reasonable efforts to mitigate.

15.2 Termination and refund. Where a Force Majeure Event continues for more than thirty (30) days, the Contracting Entity may, at its sole discretion, terminate the affected Transaction. On such termination, the Contracting Entity shall return sums paid by the Buyer in respect of the affected Transaction, less: (a) all freight, demurrage, storage, port costs, return haulage, surveyor, agency and customs costs reasonably incurred or contracted in connection with the Transaction; and (b) an administrative charge equal to ten per cent (10%) of the gross value of the affected Transaction, in recognition of the management, operational and compliance resources committed to the Transaction. The Contracting Entity may set off such deductions against the sums to be refunded.

16. Data, Intellectual Property and Platform Use

16.1 All intellectual property in the Platform, including software, databases, branding, content, automated classification logic, search ranking, lead scoring algorithms, and any aggregated transaction and pricing data, vests exclusively in the Group. The User is granted only a limited, non-exclusive, non-transferable, revocable licence to access the Platform for the purpose of legitimate Transactions.

16.2 The User grants the Group a perpetual, worldwide, royalty-free, irrevocable, sub-licensable licence to use, copy, store, modify, adapt, translate, aggregate, anonymise, and create derivative works from User Content for the purposes of: (a) operating, providing and improving the Platform; (b) compiling and licensing market data, indices and trade statistics; (c) training, testing and validating artificial intelligence, machine learning and automated classification models; (d) regulatory and compliance reporting; (e) marketing and promotional use in anonymised or aggregated form; and (f) any other lawful business purpose.

16.3 Opt-out for personal data only. An identifiable natural person whose personal data forms part of User Content may, by written request to privacy@wastetrade.com, request that their personal data be excluded from the training, testing and validation of artificial intelligence and machine learning models under clause 16.2(c). WasteTrade shall give effect to such request within a reasonable period. For the avoidance of doubt: (i) this opt-out applies only to personal data and not to commercial, transactional, technical, photographic, classification or specification data; (ii) it does not affect the licence in clause 16.2 for purposes (a), (b), (d), (e) or (f); and (iii) it does not require the recall, deletion or re-training of models trained prior to the request.

16.4 The User warrants that it owns or is licensed to use all User Content it submits, and that submission and use under clause 16.2 does not infringe any third-party right.

16.5 The User shall not: (a) scrape, harvest, copy or reverse-engineer the Platform; (b) use Platform data to build a competing product; (c) circumvent the Platform to deal directly with counter-parties first introduced through the Platform (save in accordance with clause 16.6); (d) misuse, share or copy account credentials; (e) introduce malware, conduct penetration testing, or otherwise interfere with the Platform; or (f) use the Platform for any unlawful, fraudulent or deceptive purpose.

16.6 Off-Platform introduction fee. Where a User enters into, or causes or permits any Affiliate, related entity, employee, agent or representative of the User to enter into, any Transaction (an "Off-Platform Transaction") with another User or counterparty first identified or introduced as a result of the operation of the Platform, and that Off-Platform Transaction is entered into within twenty-four (24) months of the Introduction, the User shall pay to the relevant Contracting Entity an introduction fee equal to ten per cent (10%) of the gross transaction value of that Off-Platform Transaction. The fee is payable as a debt on demand. The Contracting Entity may identify and recover such fees by reference to Platform records, communications metadata, Salesforce records, User-supplied data, and any other reasonable evidence. This clause survives termination of the User's account and of these Terms. The User shall, on the Contracting Entity's reasonable request, provide such information as is necessary to verify the existence and value of Off-Platform Transactions.

Precedence of signed agreements. Where a User (or its Affiliate) has entered into a signed non-disclosure agreement, distributor agreement, or other written agreement with a Contracting Entity that contains its own non-circumvention or introduction provisions, the scope, definitions, exemptions and carve-outs of that signed agreement (including any exemption for pre-existing trading relationships evidenced in accordance with its terms) shall prevail over clause 16.5(c) and clause 16.6 as between that User and the Contracting Entities, to the extent of any inconsistency. Clauses 16.5(c) and 16.6 continue to apply in full to Users with whom no such signed agreement is in force.

16.7 Personal data processed in connection with the Platform shall be processed in accordance with WasteTrade's Privacy Notice and Data Use Clause, which form part of these Terms by reference and are available on the Platform. The Privacy Notice and Data Use Clause is published at wastetrade.com/privacy-notice and is incorporated into these Terms by reference.

17. Confidentiality

17.1 Each party shall keep confidential all non-public information of the other obtained in connection with the Platform or any Transaction (including pricing, counterparties, commercial strategy, regulatory correspondence, and audit findings), and shall not disclose or use it other than for the purpose of performing the Transaction or as required by law or regulator.

17.2 The User acknowledges that Platform data, counterparty identities, and transactional history are commercially sensitive and constitute trade secrets of the Group. Breach of confidentiality entitles the Group to injunctive relief in addition to damages.

18. Term, Suspension, Termination and P2B Compliance

18.1 These Terms commence on registration and continue until terminated.

18.2 Either party may terminate by thirty (30) days' written notice; the Contracting Entity may terminate immediately for cause, including any material breach by the User which is not remedied within fourteen (14) days of written notice (or which is incapable of remedy), sanctions or compliance risk, insolvency event, fraud, or instructions from a bank or regulator.

18.3 On termination, sums due remain payable; the rights and powers of the Contracting Entity (including document control, set-off, lien, resale, and recovery) continue until all sums are paid in full as Cleared Funds and all Transactions are closed out.

18.4 P2B Regulation overlay (EU-established Users). In respect of any User established in the European Union, the following additional provisions apply pursuant to Regulation (EU) 2019/1150 (the P2B Regulation):

• any material amendment to these Terms shall take effect no earlier than fifteen (15) days after written notice to the User (delivered by email, Platform notification or both), save where the change is required to comply with a legal or regulatory obligation in which case a shorter period may apply;
• any decision to restrict, suspend or terminate the provision of the Platform to the User shall be accompanied by a statement of reasons on a durable medium, save where suspension or termination is required to comply with a legal, regulatory or bank-driven obligation, or is in response to repeated infringements;
• the User may submit complaints to the Contracting Entity by email to info@wastetrade.com. The Contracting Entity operates an internal complaints-handling procedure: complaints will be acknowledged within ten (10) business days and a substantive response provided within thirty (30) business days. Complaints, responses and outcomes are logged;
• the Contracting Entity identifies the following two mediators with which it is willing to engage in mediation in respect of disputes with EU-established Users (full details available on request): (i) the Centre for Effective Dispute Resolution (CEDR), London, United Kingdom (cedr.com); and (ii) ADR Center Romania, Bucharest, Romania (adrcenter.ro); and
• nothing in this clause 18.4 limits the right of any User to seek redress before a competent court or to bring an action under any applicable mandatory provision of Romanian or EU law.

18.5 Clauses concerning compliance, indemnity, limitation of liability, data, IP, off-Platform introduction fee, confidentiality, dispute resolution, and governing law survive termination.

19. Governing Law and Jurisdiction

19.1 Subject to clause 19.2, these Terms and any non-contractual obligation arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction (subject to the Contracting Entity's right under clause 11.5 to refer disputes to LCIA arbitration).

19.2 Where mandatory provisions of Ghanaian law apply to a Transaction with WasteTrade Ghana Holdings Limited, or where mandatory provisions of Romanian law (or EU law as implemented in Romania) apply to a Transaction with WasteTrade.com Romania S.R.L., such mandatory provisions shall apply only to the extent legally required, and shall not displace the application of these Terms to any other matter or to any other Transaction.

19.2a Rest of world. For Users established outside the United Kingdom, the European Union and Ghana, these Terms apply in full and English law and the English courts (or LCIA arbitration in London at the Contracting Entity's election under clause 11.5) apply without local-law carve-out. The mandatory-law carve-outs in clause 19.2 are not extended to any User by analogy or by reference.

19.3 Nothing in this clause restricts the Contracting Entity's right to commence proceedings in any jurisdiction where the User or its assets are located, for the purpose of debt recovery, injunctive relief, recovery of Materials, or enforcement of judgments or awards.

19.4 English version prevails. These Terms, the Plain-English Summary, the Privacy Notice, and all other documents forming the contract between the User and the Contracting Entity are issued in English. Where any translation is provided (whether by WasteTrade, the User, or any third party including automated translation services), it is provided for convenience only and is not a separate or authoritative version. In the event of any inconsistency, ambiguity, or conflict between the English version and any translated version, the English version prevails.

19.5 The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

20. Notices

20.1 Notices to WasteTrade shall be sent in writing to the registered office of the relevant Contracting Entity and copied to info@wastetrade.com. Notices to the User shall be sent to the email address registered on the User's Platform account. Notices are deemed received twenty-four (24) hours after sending (email) or, for posted notices, two (2) business days after posting within the same jurisdiction and seven (7) business days after posting internationally.

21. Assignment and Sub-contracting

21.1 The User may not assign, transfer, sub-contract or charge any of its rights or obligations under these Terms without the prior written consent of the Contracting Entity. The Contracting Entity may assign, transfer or sub-contract any of its rights or obligations to any Affiliate, connected partner, successor or purchaser of the relevant business or assets without consent.

22. General

22.1 Variation. No variation of these Terms is effective unless in writing and signed by a director of the relevant Contracting Entity. WasteTrade may update these Terms from time to time by posting the revised version on the Platform; continued use of the Platform after such posting constitutes acceptance (subject to clause 18.4 in respect of EU-established Users).

22.2 Severance. If any provision is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if that is not possible, deleted. The remaining provisions shall continue in full force.

22.3 No waiver. Failure or delay to exercise any right is not a waiver. A waiver of any breach is not a waiver of any subsequent breach.

22.4 No partnership. Nothing in these Terms constitutes a partnership, joint venture, agency or employment relationship between WasteTrade and any User.

22.5 Third party rights. Save that each Contracting Entity, Affiliate, connected partner and Indemnified Party may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999 (or equivalent legislation in any other applicable jurisdiction), no third party may enforce these Terms.

22.6 Entire agreement. These Terms, together with the Transaction documentation, Privacy Notice and Data Use Clause, constitute the entire agreement between the parties and supersede all prior agreements, representations and understandings.

22.7 Counterparts and electronic signature. These Terms and any Transaction document may be signed in counterparts and by electronic means.

WasteTrade Platform Terms and Conditions — Version 2.7