Terms of Service

Please read these Terms of Service ("Terms") carefully. They form a binding agreement between you and DEALIUMAI LIMITED ("Dealium," "we," "us," or "our"), the operator of the Dealium platform (the "Platform"). By creating an account, accessing, or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform. If you accept these Terms on behalf of a company or other organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

1. The service

The Platform is a business-to-business software-as-a-service application for organising and executing cross-border commodity trade. It provides tools for, among other things: structured and versioned term sheets; counterparty verification (KYB/AML) workflows; document handling and AI-assisted document checks; conditional payment instructions to third-party providers; shipment and quality tracking; invoicing and accounting; and dispute coordination.

What Dealium is not. Dealium is a software provider only. Dealium is not a bank, credit institution, payment institution, electronic-money institution, money-services business, escrow agent, custodian, broker-dealer, investment adviser, law firm, accountancy firm, or customs, freight, or inspection agent. Nothing on the Platform is financial, investment, legal, tax, or trade advice. The Platform helps you and your counterparties execute the terms you agree; it does not guarantee any outcome, and it does not act as a party to your trades.

AI features. Certain features use automated and AI-assisted analysis to surface checks, flags, and suggestions. These outputs are advisory, may be incomplete or incorrect, and do not replace your own judgment or professional advice. You remain responsible for every decision you make and every action you take on the Platform. AI actions are logged, and models are operated in a manner intended to keep your data within the service environment.

2. Accounts & eligibility

• Business use only. The Platform is offered solely for business and professional use by organisations engaged in commodity trade. It is not intended for consumers.
• Authority and age. You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of the organisation you represent.
• Accurate information. You agree to provide accurate, current, and complete information at registration and to keep it up to date, including for counterparty verification (KYB/AML) purposes.
• Verification gate. Access to certain features may depend on completing business verification and sanctions/PEP screening. We may decline, suspend, or condition access where verification is incomplete or where screening indicates risk.
• Account security. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any unauthorised use. Authentication is provided via our identity provider; do not share or reuse credentials.
• Users and roles. You are responsible for the users you invite and the roles and permissions you assign to them, and for their compliance with these Terms.

3. Acceptable use

You agree not to, and not to permit any user or counterparty to:

• use the Platform for any unlawful purpose, or to facilitate any transaction that is illegal, fraudulent, or that breaches applicable trade, export-control, anti-money-laundering, anti-bribery, or sanctions laws (including OFAC, EU, UN, and UK sanctions);
• transact with, or on behalf of, any sanctioned, prohibited, or unverified party, or misrepresent the identity, ownership, or beneficial ownership of any party or the nature or origin of any goods;
• use the Platform to structure, split, or disguise transactions to evade thresholds, screening, fees, or controls;
• upload or transmit content that is unlawful, infringing, defamatory, or that contains malware, or that you do not have the right to share;
• attempt to gain unauthorised access to the Platform or its systems, probe or breach security or authentication measures, or interfere with or disrupt the service;
• scrape, harvest, or extract data by automated means except through interfaces we provide; reverse-engineer, decompile, or copy the Platform except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the Platform to third parties except as expressly permitted (for example, inviting counterparties to a deal), or use it to build a competing product; or
• circumvent broker commission, platform fees, or any control built into the Platform.

We may investigate suspected violations and may suspend or terminate access, remove content, or report activity to competent authorities where required or reasonably appropriate.

4. Fees & subscriptions

Paid plans are described on our pricing page and are subject to the plan and order you select. Except where stated otherwise:

• Subscriptions. Plans are offered on a recurring subscription basis (for example, Broker, Trade, Trade Pro, and Enterprise). Subscription fees are charged in advance for each billing period and, unless cancelled before renewal, renew automatically for a further period of the same length.
• Who pays. The organiser of a deal holds the paid subscription; counterparties they invite may participate in that deal without a paid subscription, subject to these Terms.
• Per-deal software fee. A software fee of 0.2% per deal may apply on fee-enabled deals. This is a fee for use of the software; it is not a payment-execution, custody, or escrow fee, and it does not represent any interest in the funds moved by third-party providers.
• Verification pass-through. Third-party verification checks (for example, KYB) may be charged at the provider's cost plus a small handling margin.
• Pilots. We may offer a free one-deal pilot for a limited period. Pilot terms, scope, and duration are as communicated to you and may be changed or withdrawn.
• Taxes. Fees are exclusive of VAT and other applicable taxes, which you are responsible for unless a valid exemption applies. Where reverse charge applies, you are responsible for self-accounting for VAT.
• Payment and non-payment. Fees are due as invoiced. We may suspend or downgrade access for overdue amounts after reasonable notice. Except where required by law or expressly stated, fees are non-refundable.
• Changes to fees. We may change plans and pricing on reasonable prior notice; changes take effect at your next renewal.
• Cancellation. You may cancel a subscription for the next billing period through your account or by contacting us. Cancellation stops future renewals; it does not entitle you to a refund of fees already paid for the current period unless required by law.

5. Third-party payment providers

Any movement of money in connection with a deal is carried out by licensed third-party payment providers (for example, WorldFirst, Airwallex, or Bridge), not by Dealium. When you use payment features:

• Dealium never holds funds. Dealium issues deposit and release instructions to a provider only on a user-approved basis and only when the conditions you defined are met. Funds move buyer → provider → seller. Money never passes through, and is never held by, Dealium.
• Separate agreement. The provider handles your money under its own terms, and may require you to complete its own onboarding, verification (KYC/KYB), and acceptance of its agreement. Your relationship for the holding and movement of funds is with the provider, not with Dealium.
• Provider responsibility. Availability, timing, currency conversion, fees, holds, chargebacks, and the safeguarding of funds are the responsibility of the provider under its licence and terms. Dealium is not responsible or liable for a provider's acts, omissions, insolvency, or delays.
• Your instructions. You are responsible for reviewing and approving instructions before they are sent to a provider. Payment releases above configured thresholds may require two-operator approval within your organisation.

For more on how this works, see our No-custody statement.

6. Intellectual property & licence

The Platform, and all software, text, designs, and other materials we provide, are owned by Dealium or its licensors and are protected by intellectual-property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your internal business purposes during your subscription. We reserve all rights not expressly granted.

You retain ownership of the content and data you submit ("Your Content"). You grant us a licence to host, process, and use Your Content to provide and improve the Platform, to meet legal and compliance obligations, and as described in our Privacy Policy. You are responsible for ensuring you have the rights to submit Your Content and that doing so does not breach any law or third-party right.

7. Disclaimers

To the maximum extent permitted by law, the Platform is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation. Any performance, availability, latency, or security figures we publish are targets and design goals, not guarantees.

Dealium does not warrant the conduct, solvency, identity, or performance of any counterparty, provider, or other user, and does not guarantee that any deal will complete, that any goods will conform, or that any payment will succeed. Verification, screening, and AI outputs are tools to assist your own diligence; they are not a guarantee and do not transfer risk to Dealium. Nothing on the Platform is financial, investment, legal, tax, or trade advice.

8. Limitation of liability

To the maximum extent permitted by law:

• Dealium will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, arising out of or relating to the Platform or these Terms, even if advised of the possibility.
• Dealium will not be liable for any loss arising from the movement, holding, safeguarding, delay, or failure of funds by a third-party payment provider, or from the acts, omissions, or insolvency of any counterparty or other user.
• Dealium's total aggregate liability arising out of or relating to the Platform or these Terms will not exceed the fees you paid to Dealium for the Platform in the twelve (12) months immediately preceding the event giving rise to the claim.

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

9. Indemnification

You agree to indemnify and hold harmless Dealium and its officers, employees, and agents from and against any claims, losses, and reasonable expenses arising out of your breach of these Terms, your misuse of the Platform, your transactions and dealings with counterparties, or your violation of any law or third-party right, except to the extent caused by Dealium's own breach or unlawful conduct.

10. Term & termination

These Terms apply for as long as you use the Platform. You may stop using the Platform and close your account at any time, subject to any active subscription commitment. We may suspend or terminate your access, with or without notice as appropriate, if you breach these Terms, if required by law or by a provider, or to protect the Platform, its users, or the public. On termination, your licence to use the Platform ends. Provisions that by their nature should survive — including fees due, intellectual property, disclaimers, limitation of liability, indemnification, and governing law — survive termination. We will handle your data on termination in accordance with our Privacy Policy and applicable law, including GDPR erasure rights.

11. Governing law & disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Hong Kong Special Administrative Region, and the parties submit to the exclusive jurisdiction of the Hong Kong courts. This does not deprive a customer of the protection of mandatory provisions of the law of their own country where applicable.

12. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where appropriate, provide notice through the Platform or by email. Changes take effect when posted, or on the effective date we specify. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you should stop using the Platform.

13. General

• Entire agreement. These Terms, together with any order and the policies referenced here, are the entire agreement between you and Dealium regarding the Platform.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a reorganisation, merger, or sale.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

14. Contact

Questions about these Terms can be sent to hello@dealiumai.eu, or by post to DEALIUMAI LIMITED, Unit 2904-05, 29/F, Universal Trade Centre, No. 3 Arbuthnot Road, Central, Hong Kong. Company number (Hong Kong): 80235730. (Hong Kong does not levy VAT or GST.)

Dealium is a software provider and is not a bank, payment institution, or escrow agent; it never holds client funds. See our No-custody statement and Privacy Policy.