Terms & Conditions

Updated on September 19th, 2025,

Terms and Conditions

Relating to Vesper B.V.

2025

PLEASE READ CAREFULLY THE FOLLOWING TERMS AS THEY SET OUT THE RULES AND OBLIGATIONS THAT REGULATE THE RELATIONSHIP BETWEEN YOU AND VESPER

Vesper B.V. (we, us, our or Vesper) provides web-based features and other products and services, including the use of our site to directly conclude transactions with third parties for products and services. The present document describes the terms and conditions applicable to your access to and use of the Services. This document is a legally binding agreement (Agreement) between you (you, your or User) and Vesper.

If you do not agree to all or part of the following Terms, you will not be able to access and use the Services.

Definitions
1. Buyer means any User who purchases any product or service displayed by another User on the Vesper website.
2. Contract means the contract between the Buyer and the Seller for the supply of commodities.
3. Seller means any User who sells any product or service by listing it on the Vesper website.
4. Services means the services supplied by Vesper to the Users and the services supplied by Vesper to the Users that allow them to use the Vesper website, view its contents, display materials and commodities and conclude a Transaction.
5. Off-Platform Transaction means any instance of buying or selling commodities not performed through the Vesper website and without any other involvement of Vesper, including but not limited to any kind of deal, business, agreement, undertaking, affair, arrangement, or settlement connected with the transfer of commodities.
6. Transaction means any instance of buying or selling commodities through the Vesper website, including but not limited to any kind of deal, business, agreement, undertaking, affair, arrangement, or settlement connected with the transfer of commodities between Buyers and Sellers facilitated through the Vesper website, but at all times directly between the Buyers and Sellers and without Vesper being ever a party (directly or indirectly) to the Transaction.
7. Transaction Risks means the risks associated with conducting any Transaction, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to commodities that are the subject of Transactions. Such risks shall include, without limitation, misrepresentation of commodities, unsatisfactory quality, failure to meet specifications, defective, unlawful or dangerous products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of commodities offered or displayed may be defective and/or may violate any third party rights. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users because of a Transaction may suffer harms and/or assert claims arising from their use of such products.
8. User Content means posting or displaying any information, material, datasheets, or images on the Vesper website.
Acceptance of the Terms
1. Scope. The use of the Services is subject to the terms and conditions contained herewith, and any other rules, documents and policies that Vesper may publish from time to time. This document and all other rules and policies are collectively referred to as the Terms. By using the Services, you agree to accept and be bound by the Terms.
2. Amendments. Vesper may amend the Terms at any time by posting the amended Terms on the Vesper website. Any newer or amended version of the Terms shall be valid immediately upon posting and by continuing to use the Services, you agree to the amended Terms. Best efforts will be made to contact you to notify you of any changes in the Terms, using the contact details provided by you during the registration phase. It is your responsibility, however, to keep up to date with the latest version of the Terms, which will be in full force and supersede any other version previously published.
Services
1. Services. Vesper’s Services are meant to facilitate Users to place, accept, conclude, manage and fulfil orders for the provision of services and/or transactions. With the Services, Vesper provides a platform that allows for the matching of Users based on their needs and enables Users to conclude transactions. However, the Services will never result in any transaction between Vesper and the User or Vesper and the User’s customer taking place.
2. Registration. In accordance with Section 4.1, you must register as a User on the Vesper website to access and use the Services. Vesper reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to Users or subject to other conditions that Vesper may impose in its sole discretion.
3. Changes, modifications, alterations or suspension. Vesper reserves the right to change, upgrade, modify, limit or suspend the Services or any of the Vesper website’s functionalities at any time, temporarily or permanently, without prior notice. Vesper reserves the right to introduce new features, functionalities or applications to the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by the Terms, unless otherwise expressly stated by Vesper. Best efforts will be made to notify you any time of changes in the Services or if the Services are to undergo a modification or are to be suspended; however, Vesper shall not be liable for any damages whatsoever arising out of or in connection with the performance or non-performance of the Services, in contract, tort (including negligence), breach of statutory duty or otherwise at law.
Registration
1. Registration. Users must register on the Vesper Website to gain access or use the Services.
2. Identification procedure. You agree to provide true, current and complete information about yourself during the registration process. If you are an authorized representative of a company, you declare that you have the authority to bind the company to this Agreement. We are required by law to obtain, verify, and record information identifying each person who registers an account. Hence, when you register an account, we ask that you provide certain documentation to identify yourself and to verify the information you have submitted to us upon registration.
3. Account details. User will choose a User ID and password to register. You must provide accurate and complete information to register an account to use our Services. Upon registration on the Vesper website, Vesper shall assign an account to User. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. You agree to notify Vesper as soon as you become aware of any unauthorized use of your password or account, or any other breach of security related to your account.
4. No sharing of accounts. You may not share your account information or make your account available to anyone else, and you are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. User is only allowed to share its account’s credentials with the internal members of the same registered and approved organization.
5. Suspension or termination. Vesper reserves the right to suspend or terminate user accounts at its discretion, particularly in the case of a breach of these Terms.
Transactions
1. Listing. Users may list commodities for sale, subject to compliance with our policies, and guidelines. Sellers are responsible for the accuracy and completeness of the information provided in their listings. Any misrepresentation may result in the removal of the listing and possible account suspension. Vesper reserves the right to review, modify, or remove any listing that violates our policies, local laws, or regulations.
2. Transaction. Seller and Buyer shall enter into a Transaction by completing, submitting and accepting an offer using Vesper’s Services. User acknowledges and agrees that Vesper does not represent either the Seller or the Buyer in any Transaction, nor shall Vesper be considered as a party to the Transaction.
3. User responsibility. Buyers and Sellers shall be solely responsible for ensuring that they have agreed to, and specified, all the relevant terms and conditions for the commodities in the relevant order form, including but not limited to pricing, quantity, specifications, quality standards, inspection, shipping information, etc. Sellers agree to fulfill orders promptly and accurately and to provide timely communication with buyers regarding the status of their orders.
4. Accuracy of information. Vesper uses its best efforts to verify the accuracy of the information provided by Users. However, Vesper does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a Transaction.
5. Information rights. User agrees to provide all information and materials as may be reasonably required by Vesper in connection with all User’s Transactions conducted on, through or because of use of the Services. Vesper has the right to suspend or terminate any User’s account, should you fail to provide the required information and materials within the timeframes indicated on a case-by-case basis. Vesper may also refuse to process or cancel any Transaction which, in our opinion, contains insufficient information to constitute a binding contract between Buyers and Sellers.
6. Unlawful transaction. All commodities that are the subject of a Transaction must be lawful items and must not be otherwise prohibited or restricted under the applicable laws. You shall not use the Services in connection with any Transaction that: a) may infringe Vesper’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights or b) may be in breach of other terms of this Agreement and the Terms. Vesper shall have the right to refuse or cancel any Transaction in breach of this Section 5.5. In addition, Vesper reserves the right, at our sole discretion, to refuse or cancel any Transaction where Vesper has reasons to believe the Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Vesper to liability. Vesper may also require additional verifications or information for any Transaction.
7. Transaction disputes. If any dispute or claim arises out of or in connection with a Transaction between a Buyer or a Seller (Transaction Dispute), the parties in question undertake to resolve the Transaction Dispute through amicable negotiations, without involving Vesper. However, Vesper may, at its own discretion, provide dispute resolution assistance, but is not obligated to do so. If any User is involved in a Transaction Dispute, such User agrees to release and indemnify Vesper (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction.
OFF-PLATFORM TRANSACTION PUBLISHING
1. Submitting an Off-Platform Transaction. A User may, at its discretion, submit details of an Off-Platform Transaction to Vesper. Vesper shall publish the Off-Platform Transaction on the Vesper website in accordance with the Code of Conduct for Off-Platform Cross-Selling Deals, or refuse publication to the extent that requirements of the Code of Conduct for Off-Platform Cross-Selling Deals cannot be met.
2. Code of Conduct. By submitting an Off-Platform Transaction, the User agrees to abide by the Code of Conduct for Off-Platform Cross-Selling Deals. Any breach of the code of conduct by a User will be considered an irreparable breach of the Agreement.
3. License. By submitting an Off-Platform Transaction, the User grants Vesper a perpetual, non-exclusive, worldwide, royalty-free license to publish the Off-Platform Transaction and its related data on the Vesper website, and to incorporate the data into any benchmark or index it administers or publishes, including for regulatory reporting and compliance purposes.
Payment
1. No control. Vesper is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the commodities that are paid for using or in the context of use of the Services. Vesper will not be responsible or liable for any delay or failure in the payment by the Buyer.
2. Through Vesper (if such functionality is provided by Vesper). Only when and to the extent Vesper offers a functionality for Transaction payment processing, the User agrees payments may be processed through a third-party transaction service provider. Seller agrees that the Buyer’s full payment of the transaction price listed for the Transaction through Vesper or third-party transaction service providers constitutes final payment (in case of full advance payment required by Seller) and Buyer’s payment obligations for the Transaction are fully satisfied upon receipt of the funds.
Services Fees
1. Fees. Vesper charges fees for the Services provided (Services Fee). The Services Fee is set out in the order form or will otherwise be communicated to the User in writing. Vesper may change, add, supplement or amend any service fees at its sole discretion. Any update or modification of the fees shall be valid immediately upon publication on the Vesper website.
2. Payment term. You shall pay all fees due to Vesper within fourteen (14) calendar days from the date stated on the relevant invoice.
3. Taxes. All fees are exclusive of any taxes, duties or other governmental levies or any financial charges.
User RESPONSIBILITIES
1. Responsibilities. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Transactions and Vesper’s provision of the Services. If your failure to do so results in delay in the provision of any Service, cancellation of any Transaction, or disposal of any funds, Vesper shall not be liable for any loss or damages arising out of or in connection with such default.
2. Representations and warranties. You represent and warrant that:
  1. you will use the Services in good faith and in compliance with all applicable laws and regulations, including without limitation laws related to anti-money laundering, export controls and sanctions, and counter-terrorism financing;
  2. all information and material you provide in connection with the use of the Services is true, lawful and accurate, and is not false, misleading or deceptive;
  3. you will not use the Services to defraud Vesper, or other Users or engage in other unlawful activities (including without limitation dealing in commodities prohibited by law); and
  4. you own all the intellectual property rights or the necessary licenses to reproduce, list and display all digital contents, including but not limited to images, specifications, descriptions, datasheets, etc.
3. Seller responsibilities. If you are a Seller, you shall supply the commodities to the Buyer in accordance with the Contract in all material respects, and you shall use all reasonable endeavors to meet any performance dates agreed with Buyer.
4. Seller rights. As a Seller you shall have the right to make any changes to your commodities which are necessary to comply with any applicable law or safety requirement, which do not materially affect the nature or quality of the commodities in question, and you shall notify the Buyer in any such event.
Breach
1. Breach. User would be considered in breach of the Agreement in any of the following circumstances:
  1. upon complaint or claim from any third-party, or if Vesper has reasonable grounds to believe that User has willfully or materially failed to perform the Contract with such third party including without limitation where the User has failed to deliver any commodities ordered by such third party after receipt of the purchase price, or where the items User has delivered materially fail to meet the specifications outlined in the Contract with such third-party or Buyer;
  2. Vesper has reasonable grounds to believe that User has violated the User responsibilities of Section 8;
  3. Vesper has reasonable grounds to suspect that such User has used false or misleading information in any transaction with a counter party;
  4. Vesper has reasonable grounds to suspect that such User has violated the Code of Conduct for Off-Platform Cross-Selling Deals.
  5. Vesper has reasonable grounds to believe that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or;
  6. Vesper believes that the User’s actions may cause liability to Vesper or any other Users.
2. Consequences. If any User breaches the Agreement, or if Vesper has reasonable grounds to believe that a User is in breach of the Agreement, Vesper shall have the right to take any actions as we deem appropriate, including without limitation:
  1. suspending or terminating the User’s account and any accounts determined to be related to such account by Vesper;
  2. restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Services;
  3. removing any product listings or other User Content that the User has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the User may post or display;
  4. imposing other restrictions on the User’s use of any features or functions of any Services as Vesper may consider appropriate in our sole discretion and;
  5. any other corrective actions, discipline or penalties as Vesper may deem necessary or appropriate in our sole discretion.
Liability
1. Liability for breach. In the event of a breach in accordance with Section 9, User shall hold Vesper harmless for any and all damages as a result of such breach.
2. Transaction Risks. You acknowledge and agree that you are fully assuming the Transaction Risks. User agrees that Vesper shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction or Transaction Risks. Vesper shall not be liable to you or any other party in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses arising, directly or indirectly from the use of the Services, and Transactions.
3. No liability for User Content. User agrees that Vesper is not responsible and shall have no liability to you or anyone else for any User Content, including details of any Off-Platform Transaction published by Vesper, or other material transmitted over the Vesper website, including but not limited to fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the liability for damages arising out of, or in connection with such material rests entirely with each User.
4. No liability in relation to commodities offered. User acknowledges and agrees that Vesper does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the commodities offered for sale on the Vesper website or the ability of the Sellers to complete a sale or the ability of Buyers to complete a purchase. Vesper shall not be liable for any Consequential Loss whatsoever arising out of or in connection with the performance or non-performance of the Contract that Buyers and Sellers enter upon executing any Transaction through the Vesper website, in contract, tort (including negligence), breach of any applicable law.
5. Limitation of liability. Notwithstanding the foregoing, Veser’s liability will be limited to the Services Fee as paid to Vesper up until the occurrence of the event giving rise to Vesper’s liability.
6. Indemnification. User is liable for and indemnifies Vesper from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User's use of the Services (including but not limited to the display of User's information on the Vesper website) or from your breach of the Agreement in accordance with Section 9. Each User hereby agrees to indemnify, save Vesper, our affiliates, directors, officers and employees harmless and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise from User's breach of any representations and warranties made by User to Vesper, including but not limited to those set forth in Section 8.
Intellectual Property Rights

Vesper is the sole owner or lawful licensee of all the rights and interests in the Vesper website and its content as well as the Services. All title, ownership and intellectual property rights in the Vesper website and its content shall remain with Vesper.

Termination
1. Term. This Agreement shall remain in full force and effect while you use the Services and for a period of twelve (12) months from the date of your last access to the Vesper website (the Term).
2. Termination by User. You may terminate your use of the Services at any time by deleting your account or simply ceasing to use the Services. In such event, you shall not be entitled to any refund of any fees that you may have paid prior to you ceasing to use the Services.
3. Termination by Vesper. Vesper may terminate this Agreement, suspend your access to the Services or part of the Services and/or terminate your account for any reason and without prior notice, which may result in the destruction of all information and records associated with your account. Vesper may also terminate or suspend any and all Services immediately, without prior notice and without any liability whatsoever to you if you are believed, in our reasonable opinion, to be in breach of any of the terms of this Agreement in accordance with Section 10.
4. Consequences of termination. Upon termination
  1. all of your outstanding unpaid invoices and/or fees and interests shall become payable immediately and, in respect of all Services supplied but for which no invoice has been submitted to you, Vesper shall submit an invoice which shall be payable by you immediately;
  2. the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including but not limited to Vesper’s right to claim damages in respect of any breach of the Agreement and any right to indemnification; and
  3. your right to use the Services shall immediately cease. All those terms which expressly or by implication have effect after termination, including without limitation, warranties, disclaimers and limitations of liability, shall remain in full force and effect indefinitely.
Privacy

Vesper is committed to protecting the privacy and security of User data. Users acknowledge and agree to the collection, use, and processing of their personal information in accordance with our Privacy Policy, available on the Vesper website. Users are responsible for reviewing and understanding our Privacy Policy, which outlines how we collect, use, disclose, and protect personal information.

Governing Law and Jurisdiction

These terms and conditions are governed by the laws of the Netherlands, under exclusion of its rules of conflict of laws and the provisions of the Uniform Law on the International Sale of Goods (CISG). Any disputes between User and Vesper shall be resolved in the District Court of Amsterdam.

Last updated 7 February 2025:
v2: We've updated section 1.2 and 1.5 to emphasize that Vesper Marketplace facilitates trading in physical commodities only.

Terms and conditions Vesper Marketplace

PLEASE READ CAREFULLY THE FOLLOWING TERMS AS THEY SET OUT THE RULES AND OBLIGATIONS THAT REGULATE THE RELATIONSHIP BETWEEN YOU AND VESPER

If you do not agree to all or part of the following Terms, you will not be able to access and use the Services.

1 DEFINITIONS

1.1 Buyer means any User who purchases any product or service displayed by another

User on the Vesper website.

1.2 Contract means the contract between the Buyer and the Seller for the physical supply of commodities.

1.3 Seller means any User who sells any product or service by listing it on the Vesper website.

1.4 Services means the services supplied by Vesper to the Users and the services supplied by Vesper to the Users that allow them to use the Vesper website, view its contents, display materials and commodities and conclude a Transaction.

1.5 Transaction means any instance of buying or selling commodities through the Vesper website, including but not limited to any kind of deal, business, agreement, undertaking, affair, arrangement, or settlement connected with the physical transfer of commodities between Buyers and Sellers facilitated through the Vesper website, but at all times directly between the Buyers and Sellers and without Vesper being ever a party (directly or indirectly) to the Transaction. This excludes instances solely aimed at cash settlement, without the aim of physical settlement.

1.6 Transaction Risks means the risks associated with conducting any Transaction, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to commodities that are the subject of Transactions. Such risks shall include, without limitation, misrepresentation of commodities, unsatisfactory quality, failure to meet specifications, defective, unlawful or dangerous products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of commodities offered or displayed may be defective and/or may violate any third party rights. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users because of a Transactions may suffer harms and/or assert claims arising from their use of such products.

1.7 User Content means posting or displaying any information, material, datasheets, or images on the Vesper website.

2 ACCEPTANCE OF THE TERMS

2.1 Scope. The use of the Services is subject to the terms and conditions contained herewith, and any other rules, documents and policies that Vesper may publish from time to time. This document and all other rules and policies are collectively referred to as the Terms. By using the Services, you agree to accept and be bound by the Terms.

2.2 Amendments. Vesper may amend the Terms at any time by posting the amended Terms on the Vesper website. Any newer or amended version of the Terms shall be valid immediately upon posting and by continuing to use the Services, you agree to the amended Terms. Best efforts will be made to contact you to notify of any changes in the Terms, using contact details provided by you during the registration phase. It is your responsibility, however, to keep up to date with the latest version of the Terms, which will be in full force and supersede any other version previously published.

3 SERVICES

3.1 Services. Vesper’s Services are meant to facilitate Users to place, accept, conclude, manage and fulfil orders for the provision of services and/or transactions. With the Services, Vesper provides a platform which allows for the matching of Users based on their needs and enabling Users to conclude transactions. However, the Services will never result in any transaction between Vesper and the User or Vesper and the User’s customer taking place.

3.2 Registration. In accordance with Section 4.1, you must register as a User on the Vesper website to access and use the Services. Vesper reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to Users or subject to other conditions that Vesper may impose in its sole discretion.

3.3 Changes, modifications, alterations or suspension. Vesper reserves the right to change, upgrade, modify, limit or suspend the Services or any of the Vesper website’s functionalities at any time, temporarily or permanently, without prior notice. Vesper reserves the right to introduce new features, functionalities or applications to the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by the Terms, unless otherwise expressly stated by Vesper. Best efforts will be made to notify you any time changes in the Services or if it is to undergo a modification or is to be suspended; however, Vesper shall not be liable for any damages whatsoever arising out of or in connection with the performance or non-performance of the Services, in contract, tort (including negligence), breach of statutory duty or otherwise at law.

4 REGISTRATION

4.1 Registration. Users must register on the Vesper Website to gain access or use the Services.

4.2 Identification procedure. You agree to provide true, current and complete information about yourself during the registration process. If you are an authorized representative of a company, you declare that you have the authority to bind the company to this Agreement. We are required by law to obtain, verify, and record information identifying each person who registers an account. Hence, when you register an account, we ask that you provide certain documentation to identify yourself and to verify the information you have submitted to us upon registration.

4.3 Account details. User will choose a User ID and password to register. You must provide accurate and complete information to register an account to use our Services. Upon registration on the Vesper website, Vesper shall assign an account to User. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. You agree to notify Vesper as soon as you become aware of any unauthorised use of your password or account, or any other breach of security related to your account.

4.4 No sharing of accounts. You may not share your account information or make your account available to anyone else, and you are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. Users are only allowed to share its account’s credentials with the internal members of the same registered and approved organization.

4.5 Suspension or termination. Vesper reserves the right to suspend or terminate user accounts at its discretion, particularly in the case of a breach of these Terms.

5 TRANSACTIONS

5.1 Listing. Users may list commodities for sale, subject to compliance with our policies, and guidelines. Sellers are responsible for the accuracy and completeness of the information provided in their listings. Any misrepresentation may result in the removal of the listing and possible account suspension. Vesper reserves the right to review, modify, or remove any listing that violates our policies, local laws, or regulations.

5.2 Transaction. Seller and Buyer shall enter into a Transaction by completing, submitting and accepting an offer using Vesper’s Services. User acknowledges and agrees that Vesper does not represent neither the Seller nor the Buyer in any Transaction, nor shall Vesper be considered as a party to the Transaction.

5.3 User responsibility. Buyers and Seller shall be solely responsible for ensuring that they have agreed to, and specified, all the relevant terms and conditions for the commodities in the relevant order form, including but not limited to pricing, quantity, specifications, quality standards, inspection, shipping information, etc. Sellers agree to fulfil orders promptly and accurately and to provide timely communication with buyers regarding the status of their orders.

5.4 Accuracy of information. Vesper uses its best efforts to verify the accuracy of the information provided by Users. However, Vesper does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a Transaction.

5.5 Information rights. User agrees to provide all information and materials as may be reasonably required by Vesper in connection with all User’s Transactions conducted on, through or because of use of the Services. Vesper has the right to suspend or terminate any User’s account, should you fail to provide the required information and materials within the timeframes indicated on a case-by-case basis. Vesper may also refuse to process or cancel any Transaction which, in our opinion, contains insufficient information to constitute a binding contract between Buyers and Sellers.

5.6 Unlawful transaction. All commodities that are the subject of a Transaction must be lawful items and must not be otherwise prohibited or restricted under the applicable laws. You shall not use the Services in connection with any Transaction that: a) may infringe Vesper’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights or b) may be in breach of other terms of this Agreement and the Terms. Vesper shall have the right to refuse or cancel any Transaction in breach of this Section 5.6. In addition, Vesper reserves the right, at our sole discretion, to refuse or cancel any Transaction where Vesper has reasons to believe the Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Vesper to liability. Vesper may also require additional verifications or information for any Transaction.

5.7 Transaction disputes. If any dispute or claim arises out of or in connection with a Transaction between a Buyer or a Seller (Transaction Dispute), the parties in question undertake to resolve the Transaction Dispute through amicable negotiations, without involving Vesper. However, Vesper may, at its own discretion, provide dispute resolution assistance, but is not obligated to do so. If any User is involved in a Transaction Dispute, such User agrees to release and indemnify Vesper (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction.

6 PAYMENT

6.1 No control. Vesper is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the commodities that are paid for using or in the context of use of the Services. Vesper will not be responsible or liable for any delay or failure in the payment by the Buyer.

6.2 Through Vesper (if such functionality is provided by Vesper). Only when and to the extent Vesper offers a functionality for Transaction payment processing, the User agrees payments may be processed through a third-party transaction service provider. Seller agrees that the Buyer’s full payment of the transaction price listed for the Transaction through Vesper or third-party transaction service providers constitutes final payment (in case of full advance payment required by Seller) and Buyer’s payment obligations for the Transaction are fully satisfied upon receipt of the funds.

7 SERVICES FEES

7.1 Fees. Vesper charges fees for the Services provided (Services Fee). The Services Fee is set out in the order form or will otherwise be communicated to the User in writing. Vesper may change, add, supplement or amend any service fees at its sole discretion. Any update or modification of the fees shall be valid immediately upon publication on the Vesper website.

7.2 Payment term. You shall pay all fees due to Vesper within fourteen (14) calendar days from the date stated on the relevant invoice.

7.3 Taxes. All fees are exclusive of any taxes, duties or other governmental levies or any financial charges.

8 USER RESPONSIBILITIES

8.1 Responsibilities. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Transactions and Vesper’s provision of the Services. If your failure to do so results in delay in the provision of any Service, cancellation of any Transaction, or disposal of any funds, Vesper shall not be liable for any loss or damages arising out of or in connection with such default.

8.2 Representations and warranties. You represent and warrant that:

(i) you will use the Services in good faith and in compliance with all applicable laws and regulations, including without limitation laws related to anti-money laundering, export controls and sanctions, and counter-terrorism financing;

(ii) all information and material you provide in connection with the use of the Services is true, lawful and accurate, and is not false, misleading or deceptive;

(iii) you will not use the Services to defraud Vesper, or other Users or engage in other unlawful activities (including without limitation dealing in commodities prohibited by law); and

(iv) you own all the intellectual property rights or the necessary licenses to reproduce, list and display all digital contents, including but not limited to images, specifications, descriptions, datasheets, etc.

8.3 Seller responsibilities. If you are a Seller, you shall supply the commodities to the Buyer in accordance with the Contract in all material respects, and you shall use all reasonable endeavors to meet any performance dates agreed with Buyer.

8.4 Seller rights. As a Seller you shall have the right to make any changes to your commodities which are necessary to comply with any applicable law or safety requirement, which do not materially affect the nature or quality of the commodities in question, and you shall notify the Buyer in any such event.

9 BREACH

9.1 Breach. User would be considered in breach of the Agreement in any of the following circumstances:

(i) upon complaint or claim from any third-party, or if Vesper has reasonable grounds to believe that User has willfully or materially failed to perform the Contract with such third party including without limitation where the User has failed to deliver any commodities ordered by such third party after receipt of the purchase price, or where the items User has delivered materially fail to meet the specifications outlined in the Contract with such third-party or Buyer;

(ii)Vesper has reasonable grounds to believe that User has violated the User responsibilities of Section 8;

(iii) Vesper has reasonable grounds to believe that User has violated Section 4.4;

(iv) Vesper has reasonable grounds to suspect that such User has used false or misleading information in any transaction with a counterparty;

(v) Vesper has reasonable grounds to believe that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or;

(vi) Vesper believes that the User’s actions may cause liability to Vesper or any other Users.

9.2 Consequences. If any User breaches the Agreement, or if Vesper has reasonable grounds to believe that a User is in breach of the Agreement, Vesper shall have the right to take any actions as we deem appropriate, including without limitation:

(i) suspending or terminating the User’s account and any accounts determined to be related to such account by Vesper;

(ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Services;

(iii) removing any product listings or other User Content that the User has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the User may post or display;

(iv) imposing other restrictions on the User’s use of any features or functions of any Services as Vesper may consider appropriate our sole discretion and;

(v) any other corrective actions, discipline or penalties as Vesper may deem necessary or appropriate in our sole discretion.

10 LIABILITY DISCLAIMER

10.1 Functionality. You acknowledge that the Services may be subject to interruptions, delays, or failures due to unforeseen technical issues. Vesper will use reasonable efforts to restore full functionality in the event of such an interruption but does not guarantee the uninterrupted availability of the Services.

10.2 Technical issues. In the event that the Services experiences downtime or technical failure during the execution of a transaction:

(i) If one party has received confirmation of the Transaction while the other has not, the Transaction shall be deemed incomplete until both parties have received confirmation or the transaction status is otherwise resolved by Vesper.

(ii) Vesper reserves the right to cancel, void, or suspend Transactions affected by technical failures at its sole discretion, without any liability for any losses or damages incurred as a result.

(iii) In the event of any disputes arising from such technical failures, Vesper’s records and system logs shall be deemed conclusive evidence of the Transaction’s status and details.

11 LIABILITY

11.1 Liability for breach. In the event of a breach in accordance with Section 9, User shall hold Vesper harmless for any and all damages as a result of such breach.

11.2 Transaction Risks. You acknowledge and agree that you are fully assuming the Transaction Risks. User agrees that Vesper shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction or Transaction Risks. Vesper shall not be liable to you or any other party in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses arising, directly or indirectly from the use of the Services, and Transactions.

11.3 No liability for technical issues. Vesper accepts no liability damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any technical issues.

11.4 No LiabilityNo liability for User Content. User agrees that Vesper is not responsible and shall have no liability to you or anyone else for any User Content or other material transmitted over the Vesper website, including but not limited to fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the liability for damages arising out of, or in connection with such material rests entirely with each User.

11.5 No liability in relation to commodities offered. User acknowledges and agrees that Vesper does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the commodities offered for sale on the Vesper website or the ability of the Sellers to complete a sale or the ability of Buyers to complete a purchase. Vesper shall not be liable for any Consequential Loss whatsoever arising out of or in connection with the performance or non-performance of the Contract that Buyers and Sellers enter upon executing any Transaction trough the Vesper website, in contract, tort (including negligence), breach of any applicable law.

11.6 Limitation of liability for data breaches: Vesper shall only be liable for direct damages resulting from a data breach caused by Vesper’s gross negligence or willful misconduct, subject to the limitations set forth in this Agreement. Vesper shall not be liable for any data breach arising from: your failure to adhere to security best practices, including the protection of your account credentials, breaches caused by third-party service providers that are not under Vesper’s direct control, or any event of force majeure or other circumstances beyond Vesper’s reasonable control.

11.7 Limitation of liability. Notwithstanding the foregoing, Veser’s liability will be limited to the Services Fee as paid to Vesper up until the occurrence of the event giving rise to Vesper’s liability.

11.8 Indemnification. User is liable for and indemnifies Vesper from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User's use of the Services (including but not limited to the display of User's information on the Vesper website) or from your breach of the Agreement in accordance with Section 9. Each User hereby agrees to indemnify, save Vesper, our affiliates, directors, officers and employees harmless and keep us indemnified from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) which may arise from User's breach of any representations and warranties made by User to Vesper, including but not limited to those set forth in Section 8.

12 INTELLECTUAL PROPERTY RIGHTS

13 TERMINATION

13.1 Term. This Agreement shall remain in full force and effect while you use the Services and for a period of twelve (12) months from the date of your last access to the Vesper website (the Term).

13.2 Termination by User. You may terminate your use of the Services at any time by deleting your account or simply ceasing to use the Services. In such event, you shall not be entitled to any refund of any fees that you may have paid prior to you ceasing to use the Services.

13.3 Termination by Vesper. Vesper may terminate this Agreement, suspend your access to the Services or part of the Services and/or terminate your account for any reason and without prior notice, which may result in the destruction of all information and records associated to your account. Vesper may also terminate or suspend any and all Services immediately, without prior notice and without any liability whatsoever to you if you are believed, in our reasonable opinion, to be in breach of any of the terms of this Agreement in accordance with Section 109.

13.4 Consequences of termination. Upon termination

(i) all of your outstanding unpaid invoices and/or fees and interests shall become payable immediately and, in respect of all Services supplied but for which no invoice has been submitted to you, Vesper shall submit an invoice which shall be payable by you immediately;

(ii) the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including but not limited to Vesper’s right to claim damages in respect of any breach of the Agreement and any right to indemnification; and

(iii) your right to use the Services shall immediately cease. All those terms which expressly or by implication have effect after termination, including without limitation, warranties, disclaimers and limitations of liability, shall remain in full force and effect indefinitely.

14 PRIVACY

15 GOVERNING LAW AND JURISDICTION

These terms and conditions are governed by the laws of the Netherlands, under exclusion of its rules of conflict of laws and the provisions of the Uniform Law on the Draft INGEN HOUSZ dated March 28, 2024 International Sale of Goods (CISG). Any disputes between User and Vesper shall be resolved in the District Court of Amsterdam.

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