Terms of Service

01 Acceptance & scope

These Terms of Service (“Terms”) form a binding agreement between EDMA Group (“EDMA”, “we”, “us”) and the person or entity that creates an account on, accesses, or uses TradeOS, the Trade Marketplace, or any related service we operate (collectively, the “Service”; that person or entity is the “Customer” or “you”).

By creating an account, accepting an order form that references these Terms, or using the Service, you confirm that (a) you have read, understood and accept these Terms; (b) you are at least 18 years old and have authority to bind the entity on whose behalf you are acting; and (c) your use of the Service complies with applicable law.

If you do not accept these Terms, you must not use the Service.

These Terms incorporate by reference our Acceptable Use Policy, Privacy Policy, Data Processing Agreement, and Service Level Agreement. Where the Customer signs a separate written order form or master services agreement with EDMA that references these Terms, the order form prevails on conflicting points.

02 Definitions

Affiliate

any entity that controls, is controlled by, or is under common control with a party.

Customer Data

any data, content, records, documents, or files that the Customer or its Users upload, generate, transmit, or store in the Service, including operational trade data, counterparty records, documents, financial records, and communications.

Documentation

the technical and product documentation published by EDMA at docs.edma.trade or otherwise made available with the Service.

Marketplace

the Trade Marketplace feature within the Service that connects operators with pre-vetted financiers.

Order Form

any ordering document, online checkout, or written instrument by which the Customer subscribes to the Service.

Subscription Term

the period during which the Customer is subscribed to the Service, as set out in the applicable Order Form.

User

any individual the Customer authorises to access the Service under the Customer’s account, including employees, contractors, and counterparties granted portal access.

Other capitalised terms have the meanings given to them in the body of these Terms or in the incorporated documents.

03 Your account

To access the Service, the Customer must create an account and may invite Users to act on its behalf. The Customer is responsible for: (a) the accuracy of registration information; (b) keeping account credentials confidential; (c) the acts and omissions of its Users; and (d) ensuring its Users comply with these Terms.

The Customer must notify EDMA promptly of any suspected unauthorised access by writing to [email protected] with subject [Security].

External users invited by the Customer to portals — suppliers, clients, logistics providers, financiers — access the Service under the Customer’s tenant. Their access is governed by these Terms; the Customer remains the controller of any Customer Data they exchange through the portals.

04 Licence & acceptable use

Subject to the Customer’s compliance with these Terms and payment of applicable fees, EDMA grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the Subscription Term, solely for the Customer’s internal business purposes.

The Customer agrees not to, and not to permit any User to:

• use the Service in violation of applicable law, including trade-control, sanctions, anti-money-laundering, and data-protection laws;
• use the Service to process data belonging to or about a person on a sanctions list, or to facilitate a transaction with a sanctioned counterparty;
• copy, modify, reverse-engineer, decompile or attempt to derive the source code or underlying ideas of the Service, except to the extent expressly permitted by law;
• build a competing product or service using the Service or features observed in the Service;
• access the Service through automated means (including scrapers, bots, or headless browsers) other than the documented APIs;
• interfere with the integrity or performance of the Service, including by probing, scanning, or testing its vulnerability without prior written authorisation from EDMA;
• resell, sublicence, or otherwise commercialise the Service except through a written reseller arrangement with EDMA.

The full list of prohibited uses is set out in the Acceptable Use Policy, which the Customer is responsible for ensuring its Users comply with.

05 Your data & ownership

The Customer owns Customer Data. EDMA acquires no ownership rights in Customer Data by providing the Service. EDMA is granted a limited, worldwide, royalty-free licence to host, copy, transmit, process, and display Customer Data solely to provide and improve the Service, and to perform any obligations expressly set out in these Terms or the Data Processing Agreement.

Personal data. Where Customer Data includes personal data within the meaning of GDPR, CCPA, or equivalent law, the Customer is the controller and EDMA is the processor. The terms of the Data Processing Agreement govern the parties’ respective obligations in that capacity.

Aggregated and anonymised data. EDMA may generate aggregated, de-identified, and anonymised data from Customer Data (e.g. shipping-lane statistics, supplier-performance benchmarks, freight-pricing time-series) and use that data to improve the Service, build the Intelligence layer, and contribute to the Trade Marketplace. Aggregated data does not identify the Customer or any individual and is not Customer Data.

Data export. During the Subscription Term and for thirty (30) days after termination, the Customer may export Customer Data in machine-readable form using the in-product export functions or by request. After the export window, EDMA may delete Customer Data subject to the retention obligations in the Data Processing Agreement.

06 Payment & subscriptions

The Customer agrees to pay all fees set out in the applicable Order Form or published pricing at edma.trade/pricing. Unless otherwise stated, fees are payable in USD, invoiced monthly or annually in advance, due net 30 from invoice date.

Fees are exclusive of taxes; the Customer is responsible for any sales, VAT, GST, withholding or similar taxes imposed by its jurisdiction, except taxes on EDMA’s net income.

Late payment. Amounts not paid within fifteen (15) days of the due date may bear interest at the lower of 1.5% per month or the maximum permitted by law. EDMA may suspend the Service for non-payment after a written notice and a fifteen (15) day cure period.

Renewal. Subscription Terms automatically renew for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

No refunds. Fees paid in advance are non-refundable except as expressly set out in these Terms, the SLA, or by operation of law.

07 Trials & free tiers

EDMA may offer free trials, sandbox environments, beta features, or free-tier access. Such offerings are provided “as is” and without any warranty or SLA. EDMA may modify, suspend, or terminate trial or free-tier access at any time without notice.

Customer Data uploaded into a trial or sandbox tenant is subject to these Terms and the Data Processing Agreement, but EDMA does not guarantee retention beyond the trial period.

08 Marketplace & third-party participants

The Trade Marketplace enables Customers (operating as Operators) to post anonymous listings and receive offers from pre-vetted financing partners (Financiers). When a Customer posts a listing and accepts an offer, a separate financing agreement arises directly between the Customer and the Financier. EDMA is not a party to that agreement and does not act as a lender, broker, agent, or fiduciary.

EDMA conducts a four-pillar vetting process for Financiers, but does not warrant the financial standing or conduct of any Financier. The Customer is responsible for its own diligence on counterparties.

Marketplace fees apply only on the Financier side (0.25% per repayment event paid by the Financier). Operator-side fees on Marketplace-matched deals are zero. See the How Financing Works page for the operational detail.

Externally-sourced deals (financings the Customer brings onto TradeOS from an existing financier relationship) incur no marketplace fee; the Financier’s subscription terms govern any platform fees.

09 Confidentiality

Each party may disclose to the other information that is marked confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Customer Data is the Customer’s Confidential Information; the Service’s non-public technical architecture and unreleased features are EDMA’s.

Each party agrees to (a) protect the other’s Confidential Information with the same care it uses for its own (no less than reasonable care); (b) use it only for purposes consistent with these Terms; and (c) not disclose it to third parties except to its own employees, contractors, and advisers who need to know it and are under written confidentiality obligations.

Confidentiality obligations survive termination of these Terms for three (3) years, except for trade secrets which survive indefinitely or until they cease to qualify as such under applicable law.

10 Intellectual property

EDMA and its licensors own all right, title, and interest in and to the Service, including its software, designs, documentation, and trade marks. No rights are granted to the Customer except as expressly set out in these Terms.

The TradeOS, EDMA, and EDMA Group names and marks are trade marks of EDMA Group. Use of these marks requires our prior written consent except for accurate descriptive references and integration partner co-marketing under the Documentation.

Feedback. If the Customer provides feedback, suggestions, or feature requests, EDMA may use that feedback freely and without obligation to the Customer.

11 Warranties & disclaimers

EDMA warrants that (a) the Service will perform substantially in accordance with the Documentation during the Subscription Term; and (b) EDMA has the authority to enter into these Terms.

The Customer warrants that (a) it has the authority to enter into these Terms; (b) its Customer Data does not infringe any third-party rights or violate applicable law; and (c) it has obtained all consents necessary for EDMA to process Customer Data as contemplated by these Terms and the DPA.

12 Limitation of liability

To the maximum extent permitted by applicable law:

(a) No indirect damages. Neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

(b) Cap. Each party’s aggregate liability arising out of or relating to these Terms will not exceed the greater of (i) fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim and (ii) USD 100,000.

(c) Carve-outs. The cap in (b) does not apply to (i) the Customer’s payment obligations; (ii) either party’s indemnification obligations; (iii) gross negligence, wilful misconduct, or fraud; (iv) breach of the Acceptable Use Policy by the Customer; or (v) any other liability that cannot be excluded under applicable law.

13 Indemnification

By EDMA. EDMA will defend the Customer against any third-party claim that the Service, as provided by EDMA and used in accordance with these Terms, infringes a third party’s intellectual-property right, and will pay damages finally awarded or amounts in a settlement EDMA approves.

By Customer. The Customer will defend EDMA against any third-party claim arising from (a) Customer Data, (b) the Customer’s use of the Service in violation of these Terms or applicable law, or (c) any underlying financing or commercial transaction entered into through the Marketplace.

Indemnification is subject to the indemnified party (i) promptly notifying the indemnifying party of the claim; (ii) giving the indemnifying party sole control of the defence and settlement; and (iii) reasonably cooperating at the indemnifying party’s expense.

14 Term, termination & suspension

Term. These Terms apply from the Customer’s acceptance until terminated.

Termination for cause. Either party may terminate these Terms or any Order Form for material breach by the other party that is not cured within thirty (30) days of written notice describing the breach. EDMA may terminate immediately for breach of the Acceptable Use Policy or for non-payment after the cure period in §6.

Termination for convenience. The Customer may terminate any Subscription Term at the end of its then-current period with thirty (30) days’ notice. Fees prepaid for the period are not refunded.

Suspension. EDMA may suspend access to the Service immediately, with concurrent notice, if (a) the Customer’s use poses a security, legal, or operational risk to EDMA or other customers; (b) required by law or regulatory authority; or (c) the Customer is in material breach. EDMA will use reasonable efforts to restore access as soon as the cause is resolved.

Effect of termination. On termination, the Customer’s licence ends and outstanding amounts become due. EDMA will provide a thirty (30) day Customer Data export window per §5. Sections that by their nature should survive termination (including 5, 9, 10, 12, 13, and 16) will survive.

15 Changes to the service & to these Terms

Service changes. EDMA may modify the Service to add, enhance, or remove features. EDMA will not materially diminish core functionality of the Service during a paid Subscription Term without the Customer’s consent or a pro-rated refund of unused fees.

Terms changes. EDMA may update these Terms by posting the revised version at edma.trade/legal/terms and updating the “Last updated” date above. Material changes will be notified to the Customer’s administrator contacts at least thirty (30) days before they take effect, with the right to terminate before the effective date if the Customer does not accept the changes. Continued use of the Service after the effective date constitutes acceptance.

16 Governing law & disputes

These Terms are governed by the laws of the State of Arizona, USA, without regard to its conflict-of-laws provisions. The UN Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Service will be resolved as follows: (a) the parties will first attempt to resolve the dispute through good-faith negotiation; (b) if unresolved within thirty (30) days, the dispute will be referred to binding arbitration seated in Arizona, USA.

Nothing in this section prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

17 Miscellaneous

Entire agreement. These Terms, the incorporated documents, and any signed Order Form constitute the entire agreement between the parties and supersede any prior agreements.

Severability. If any provision is held unenforceable, it will be modified to the extent necessary to make it enforceable, and the remaining provisions will continue in effect.

No waiver. Failure to enforce any provision is not a waiver of the right to do so later.

Assignment. Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Force majeure. Neither party will be liable for delay or non-performance caused by events beyond its reasonable control, including natural disaster, war, civil unrest, government action, internet or telecommunications failure, or third-party infrastructure outages.

Notices. Notices to EDMA must be sent to [email protected] with subject [Legal]. Notices to the Customer will be sent to the administrator contacts in its account.

Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. These Terms do not confer rights on any third party.