Terms of Service - Hiram Trade

Version: 2026-10-16. Effective date: 2026-10-16.

Changes compared with version 2026-10-06: § 16 (point 1 - machine translation is no longer listed among the features not provided; new points 3-6 - machine translation on the User's request: informational nature, the original text binds, no reliance on the translation for commercial terms, exclusion of liability). This version applies from 2026-10-16. A signed-in User who accepted an earlier version accepts this version in the Platform at the next sign-in, before continuing to use the Platform; until then the User may read it or sign out. Version 2026-10-06 applied up to and including 2026-10-09; the Operator sends its text on request sent to contact@hiramtrade.com. The machine translation feature is available from the moment the Operator switches it on.

This English version is a translation. The Polish version is legally binding.

§ 1. General provisions

1. These terms (the "Terms") are the terms and conditions referred to in Art. 8(1)(1) of the Act of 18 July 2002 on the Provision of Electronic Services (ustawa o świadczeniu usług drogą elektroniczną, the "EPSA"). They set out the types and scope of the services provided electronically through the Hiram Trade platform, the conditions for their provision, the conditions for concluding and terminating agreements, and the complaints procedure.
2. The service provider and operator of the platform is JIII-LEGACY spółka z ograniczoną odpowiedzialnością, with its registered office at: ul. Jaworowa 19, Kuźniki, 63-500 Ostrzeszów, Polska, entered in the register of entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy) kept by the District Court for Poznań-Nowe Miasto and Wilda in Poznań, 9th Commercial Division of the National Court Register, under KRS number 0001251213, share capital PLN 5,000.00, NIP (tax identification number) 5140369127, REGON 545127744 (the "Operator").
3. Contact with the Operator: e-mail contact@hiramtrade.com, correspondence address ul. Jaworowa 19, Kuźniki, 63-500 Ostrzeszów, Polska. The e-mail address is also the single point of contact for Users within the meaning of Art. 12 of Regulation (EU) 2022/2065 (the Digital Services Act, the "DSA") and the point of contact for the authorities of the Member States, the European Commission and the European Board for Digital Services within the meaning of Art. 11 DSA. Communication with the points of contact is conducted in Polish or English.
4. The Terms are made available free of charge at https://hiramtrade.com/en/legal/terms in a manner that allows them to be obtained, reproduced and recorded by means of an ICT system (download, print, save).
5. The following form an integral part of the Terms: the Price List (the document "Fees and Commissions"), the Acceptable Use Policy, the Complaints Procedure, the Company Verification Rules and - during the closed beta - the Closed Beta Terms. The Privacy Policy, the Cookie Policy, the Data Controller Statement and the List of Subprocessors are provided for information.

§ 2. Definitions

Capitalised terms used in the Terms have the following meanings:

1. Platform - the Hiram Trade website available at hiramtrade.com and app.hiramtrade.com, together with its application programming interfaces, through which the Operator provides the Services.
2. Services - the services provided electronically by the Operator under the Terms, described in § 3.
3. Company - an entrepreneur within the meaning of Art. 43^1 of the Civil Code (Kodeks cywilny, the "CC"), a legal person or an organisational unit without legal personality to which statute grants legal capacity, conducting business or professional activity, for which a Company Account has been created. The Company is the party to the service agreement with the Operator.
4. User - a natural person holding a User Account and acting in the name and on behalf of at least one Company.
5. Sole Trader with Consumer Rights - a Company that is a natural person concluding an agreement with the Operator directly related to its business activity, where the content of the agreement shows that it is not of a professional nature for that person, resulting in particular from the subject of its business activity disclosed under the provisions on the Central Register and Information on Economic Activity (CEIDG) (Art. 385^5 of the Civil Code).
6. User Account - an individual account of a natural person on the Platform, protected by a password or by sign-in through an identity provider (Google, Microsoft).
7. Company Account - an account on the Platform assigned to a Company, accessible to Users who are Members of that Company.
8. Company Administrator - a User with the administrator role in a Company Account, authorised in particular to manage the Company profile, Members, the Company's Listings and the Subscription.
9. Member - a User with the member role in a Company Account.
10. Offer - a Listing of available supply of goods (OFFER).
11. Request - a Listing of demand for goods (REQUEST).
12. Listing - an Offer or a Request published or saved on the Platform by a Company.
13. Match - a pairing of an Offer and a Request generated by the Platform, with a technical fit score (§ 19).
14. Connection - a trade introduction accepted by both Companies, initiated on the Platform on the basis of a Match, a Listing or an RFQ.
15. Protected Introduction - the record of a Connection, including the date of its acceptance and the end date of the Protection Period.
16. Protection Period - the period running from the acceptance of a Connection, specified in § 12(2).
17. RFQ - a request for quotation sent on the Platform by a buying Company to one or more selling Companies.
18. Quote - a selling Company's response to an RFQ, recorded in immutable versions.
19. Negotiation - the exchange of successive versions of Quotes and counter-proposals on the Platform.
20. Deal - an object on the Platform reflecting the commercial terms agreed between Companies, passing through the statuses described in § 14.
21. Payment Register - a Platform feature used to record the agreed payment terms, schedule, statuses and external payment references within a Deal.
22. Success Fee - the Operator's remuneration for a Deal, specified in the Price List.
23. Subscription - a paid or free plan for using the Services (FREE, PRO, BUSINESS, ENTERPRISE) specified in the Price List.
24. Price List - the document "Fees and Commissions", which forms part of the Terms.
25. Content - any information, data, text, files and documents entered into the Platform by Users, including Listings, messages, Quotes, profile descriptions and attachments; Content is "information" stored at the request of a recipient of the service within the meaning of the DSA.
26. Illegal Content - Content that is not in compliance with Union law or the law of any Member State which is in compliance with Union law, irrespective of the precise subject matter or nature of that law, as well as Content that infringes the Acceptable Use Policy.
27. Verification Level - the designation of the result of a Company verification carried out by the Operator in accordance with the Company Verification Rules.
28. Closed Beta - the period during which the registration of new User Accounts requires an invitation.
29. Business Day - a day from Monday to Friday, excluding public holidays in Poland.
30. Listing Page - a publicly accessible web page of the Platform dedicated to a single Listing, at a stable address, that can be opened without signing in (§ 8a).
31. Partner - a participant in the Trade Partner Programme under the Trade Partner Programme Terms.

§ 3. Types and scope of the Services

1. The Operator provides the following Services:
   1. maintaining User Accounts and Company Accounts, including the management of Members and roles;
   2. publishing, editing, pausing and closing Listings, presenting them publicly on the public market of Listings and on Listing Pages (§ 8a), and browsing the public market of Listings;
   3. automatic identification of Matches between Offers and Requests;
   4. initiating and accepting Connections and communication between Companies on the Platform;
   5. handling RFQs, Quotes and Negotiations, including the comparison of Quotes, taking into account an estimated landed cost based on data entered by Users;
   6. handling Deals, including the deal room, documents and the Payment Register;
   7. verification of Companies on the terms set out in the Company Verification Rules;
   8. e-mail and in-Platform notifications related to the use of the Services;
   9. the "Request access" form and the handling of invitations during the Closed Beta.
2. Announced features that are not yet provided, in particular artificial intelligence features (§ 16) and services for freight forwarders, will be made available after an amendment of the Terms under § 25 or on the basis of separate terms. A description of features in informational materials does not constitute an undertaking to make them available.
3. Services under the FREE plan are free of charge. Services under the PRO, BUSINESS and ENTERPRISE plans and the Success Fee are chargeable in accordance with the Price List.
4. The Operator does not provide payment services, does not accept, hold or transfer the Companies' funds, does not operate escrow accounts, does not provide guarantees or insurance for Deals and does not provide freight forwarding, carriage, customs, legal or tax services.

§ 4. Technical requirements and risks

1. Use of the Platform requires: a device with Internet access, a current version of a web browser supporting JavaScript, TLS 1.2 or later and the cookies strictly necessary for the operation of the Platform (Chrome, Edge, Firefox or Safari in a version currently supported by its vendor), as well as an active e-mail address. The Operator is not liable for malfunctions of the Platform caused by failure to meet these requirements.
2. In accordance with Art. 6(1) EPSA, the Operator informs of the specific risks associated with the use of services provided electronically, in particular: malicious software, phishing for login credentials, impersonation of counterparties or of the Operator, account takeover resulting from a weak or reused password, and fraud consisting in providing a false bank account number for payment. The Operator never asks for a password or for payment to an account other than the one stated on the Operator's invoice.
3. The User must keep login credentials confidential, must not make the User Account available to other persons and must notify the Operator without delay of any suspected unauthorised access.
4. The User is prohibited from providing content of an unlawful nature (Art. 8(3)(2)(b) EPSA).

§ 5. Nature of the Platform: business-to-business relationships only

1. The Platform is intended exclusively for Companies. The Services are not provided to consumers within the meaning of Art. 22^1 of the Civil Code.
2. By creating a Company Account or acting on its behalf, the User represents that:
   1. the Company conducts business or professional activity and the use of the Platform is related to that activity;
   2. the User is authorised to act on behalf of the Company with respect to the use of the Platform, including to accept the Terms, to conclude the service agreement and - in the case of a Company Administrator - to order paid Services;
   3. the Company data provided on the Platform are true, current and complete.
3. The Operator may at any time request documents confirming the existence of the Company or the User's authority. Until they are provided, the Operator may restrict access to Platform features.
4. Provisions concerning Sole Traders with Consumer Rights are set out in § 22. In the event of a conflict, § 22 prevails over the other provisions of the Terms with respect to such Companies.

§ 6. Conclusion of the agreement, User Account and Company Account

1. The service agreement with respect to the User Account is concluded upon creation of the User Account, after acceptance of the Terms. The service agreement for a Company is concluded upon creation of the Company Account by a User acting on its behalf or upon the Company joining on the basis of an invitation. The agreements are concluded for an indefinite period.
2. Registration requires an e-mail address and a password or sign-in through Google or Microsoft. Creating a Company Account, publishing Listings, sending RFQs and submitting Quotes require confirmation of the e-mail address.
3. A User may belong to several Companies and switch between them. Actions on the Platform are attributed to the Company that is active at the time they are performed.
4. A Company's registration identifier and tax number may be assigned in a given country to only one Company Account. Disputes over the assignment of an identifier are resolved by the Operator in the course of verification, on the basis of documents.
5. A Company Administrator may invite Members, change their roles and remove them from the Company Account. A Company Account must always have at least one active Company Administrator. The Company is liable for the acts of its Users on the Platform as for its own acts.
6. An invitation to a Company Account is valid for 7 days and may be accepted only by a User signed in with the e-mail address to which it was sent.

§ 7. Closed Beta

1. Until revoked by the Operator, the registration of new User Accounts requires an invitation. A person without an invitation may submit a request for access through the "Request access" form. The Operator decides on granting access at its own discretion, guided in particular by the profile of the Company's activity and the needs of market development on the Platform; a refusal requires no justification.
2. During the Closed Beta the Closed Beta Terms also apply. In the event of a conflict, they prevail over the Terms.

§ 8. Listings

1. A Listing must concern actual supply or actual demand of the Company, comply with the law and with the Acceptable Use Policy, and contain at least the data required in the form (in particular the product, quantity with unit, country of origin or destination, and dates). Listings, RFQs and Quotes concerning goods in chapter 93 of the Combined Nomenclature / Harmonized System (arms and ammunition, their parts and accessories) and other goods prohibited by the Acceptable Use Policy may not be published.
2. A Listing has public visibility (PUBLIC) and is presented publicly in accordance with § 8a. The Company may not give a new Listing any other visibility or hide the price or target price stated in it; a Listing without a price is presented with a note that the price is to be agreed. A Listing created while the Platform allowed private visibility (PRIVATE - visible only to the Company and used for Matches) or invite-only visibility (INVITE_ONLY - visible to the Companies designated by the owner) keeps that visibility until the Company changes it to public. A change to public visibility cannot be reversed; the Company may nevertheless pause or close the Listing at any time.
3. The content of a Listing must not include contact details, the Company name, website addresses or other data enabling identification or contact bypassing the Platform. Such data are automatically masked (§ 11).
4. A published Listing remains active for 90 days, unless the Company specifies another period not exceeding 365 days. Editing a published Listing requires it to be paused first. Listings are not deleted but closed; the Platform retains the history of their versions.
5. Before being made available on the market, a Listing may be held for moderation (pending status), in particular where:
   1. it concerns categories covered by the Acceptable Use Policy as restricted goods;
   2. it concerns a product outside the catalogue that has not yet been approved;
   3. in the case of a Request - the automatic quality check produces a score below the threshold set by the Operator; the User sees the score and guidance on improvement and may pause, correct and republish the Request.
6. The Company grants the Operator a non-exclusive, royalty-free licence, without territorial limitation, to use the Content to the extent necessary to provide the Services (storage, reproduction, display to other Users in accordance with the visibility of the Listing, making public Listings available to the public in such a way that anyone may access them from a place and at a time individually chosen by them, including persons who are not signed in, on the public market of Listings, on Listing Pages, in the sitemap for search engines and in link previews in accordance with § 8a, translation, analysis for the purposes of Matches and moderation) for the duration of the Services and of data retention in accordance with the Privacy Policy. The licence covers photos added to a Listing to the extent that the Platform presents them publicly. The Operator may use aggregated and anonymised statistical market data from which neither a Company nor its Deals can be identified.
7. The Company is responsible for the Content of its Listings, including photos, the price, the quantity and other terms, and for their lawfulness, accuracy and currency. The Company represents that it holds the rights to the Content of a Listing needed to grant the licence under paragraph 6 and that making it available to the public does not infringe the rights of third parties, in particular copyright, trade mark rights and personal rights, including image rights, or data protection law. The Company does not place in a Listing personal data of natural persons, including its employees, beyond what is necessary to describe the goods. The Operator does not review Listings before publication, subject to the mechanisms described in paragraph 5 and in § 11; it handles notices of Illegal Content in accordance with § 9.

§ 8a. Listing Pages and sharing of Listings

1. A public Listing that has been published, is not held for moderation, has not expired and belongs to a Company whose Company Account is active is presented on the public market of Listings and on a Listing Page, unless the Operator has restricted its visibility under the Terms (in particular § 8(1), § 9(3) and § 18(2)). Listing Pages are available to anyone without signing in, may be indexed by search engines and are listed in the sitemap intended for search engines.
2. A Listing Page shows, also to persons who are not signed in: the type of Listing (Offer or Request), the product (name and HS and CN code), the title, the quantity with unit, whether the Listing is recurring and the minimum order quantity, the countries of origin and destination and the route at country level, the Incoterms rule and the place stated with it, the availability or delivery dates and the lead time, the payment terms, the price or target price with currency and price basis, the description, the specification, the packaging, the number of photos, the publication date and the validity date, and the anonymous profile of the Company to the extent of the "Public market" stage of § 10(1). Text fields are shown only in masked form (§ 11). The Operator may show on the Listing Page and in the link preview one photo of an Offer approved in moderation (cover photo); the other photos are available only to signed-in Users.
3. The following are not shown publicly: the Company's name, website, registration and tax numbers, the details of persons and the Company's contact details, the content of RFQs, Quotes, Negotiations and messages, and the status of Deals. Contacting the Company and sending an RFQ require signing in and a Company Account, and the Company's data are disclosed in accordance with § 10.
4. The Company may pause or close a Listing at any time. After a Listing is paused, closed or expires, or after the Operator restricts its visibility, the Listing Page stops showing the Listing within 60 seconds at the latest, during which a copy held in the Platform's cache may still be displayed; the address of the Listing is removed from the sitemap at its next update. Changes made to a Listing appear on the Listing Page within the same time.
5. Search engines, social networks, messaging services, web archives and other third parties may store and display copies or previews of a Listing Page even after the Listing is withdrawn or changed, until they update them. Such copies are outside the Operator's control, and the Operator is not responsible for their content or for how long they are kept. The Company may ask those third parties to remove them using the tools they provide.
6. When a link to a Listing Page is shared on an external service, that service may fetch from the Listing Page and display a link preview containing the type of Listing, the product, the quantity with unit and the country, and an image generated by the Platform or the cover photo. The link preview, the page title and the description intended for search engines contain neither the price nor the content of the Listing's text fields.
7. The Platform allows a link to a Listing Page to be shared, in particular by copying the link, through WhatsApp, LinkedIn, e-mail or the sharing function of the device. Sharing takes place on the service chosen by the User and under the terms of that service; the Platform does not embed scripts, plug-ins or pixels of those services in Listing Pages. A link may contain a marker of the channel through which it was shared.
8. A link to a Listing Page may contain a Partner code. The registration of a User who entered the Platform through such a link is subject to attribution to the Partner under the Trade Partner Programme Terms, in the same way as a registration through a referral link. The code is passed only in the page address; the Platform does not store it in cookies or in browser storage. The attribution of a new Company to a Partner does not change the terms on which the Services are provided to the Company that published the Listing and gives the Partner no access to its data.
9. The Operator may count views of Listing Pages and registrations started from a Listing Page, only as aggregate counters (Listing, day or month, category of the entry source), without storing the IP address, device identifiers, cookies or account data of the visitor. The Operator may make the counters for a Company's Listings available to that Company. The counters are approximate; in particular, they do not include views by robots.
10. A Listing Page offers the "Report" function (§ 9(1)), which may also be used by persons who are not signed in.

§ 9. Content moderation and notices of Illegal Content

1. Notices (Art. 16 DSA). Any individual or entity may notify Content that it considers to be Illegal Content using the "Report" function next to the Content or by e-mail to contact@hiramtrade.com. The notice should contain:
   1. an explanation of the reasons why the Content is considered illegal;
   2. the exact electronic location (URL) or other information enabling the identification of the Content;
   3. the name and e-mail address of the notifier, except for notices concerning offences referred to in Articles 3 to 7 of Directive 2011/93/EU;
   4. a statement confirming the notifier's bona fide belief that the information and allegations contained in the notice are accurate and complete.
2. The Operator acknowledges receipt of a notice containing contact details, processes it in a timely, diligent, non-arbitrary and objective manner, and informs the notifier of its decision and of the available means of redress. The Operator states whether automated means were used in processing the notice.
3. Moderation measures. Where Illegal Content or an infringement of the Terms is found, the Operator may, in proportion to the seriousness of the infringement: issue a warning, pause or restrict the visibility of a Listing, remove or disable access to Content, request verification, restrict features of the Company Account or User Account, suspend the Account or terminate the agreement (§ 24). Each decision records the reason, the decision-maker, the date and the evidence, and is logged in the event log.
4. Statement of reasons (Art. 17 DSA). The Operator informs the Company concerned of each restriction referred to in paragraph 3 at the latest when it is imposed, stating: the type and scope of the restriction and its duration; the facts and circumstances relied on in taking the decision; whether the decision was taken in response to a notice and whether automated means were used in taking it; the legal ground (in the case of Illegal Content) or the provision of the Terms (in the case of an infringement of the Terms); and the available means of redress. This obligation does not apply where the Operator does not know the Company's electronic contact details, or to orders of authorities that prohibit it.
5. Automated tools. The Operator uses the following automated tools: detection and masking of contact details (§ 11), automatic quality checks of Requests (§ 8(5)(3)), category and keyword rules indicating restricted goods, and request rate limiting. These tools hold Content for review or mask parts of it; decisions on the removal of Content, suspension or termination of the agreement are taken by a human.
6. Appeal. The Company concerned by a decision and the notifier may lodge an appeal within 6 months of receiving information about the decision, under the Complaints Procedure. The appeal is considered by a person who did not take the original decision. The Operator applies this procedure voluntarily, even if, as a micro or small enterprise, it is not required to do so (Art. 19 DSA). The Company may also pursue judicial remedies.
7. Suspicion of criminal offences (Art. 18 DSA). Where the Operator becomes aware of information giving rise to a suspicion of a criminal offence involving a threat to the life or safety of persons, it promptly informs the competent law enforcement authorities.
8. Misuse. After a prior warning, the Operator may suspend for a reasonable period the processing of notices from a person who frequently submits manifestly unfounded notices, and the provision of the Services to a Company that frequently provides manifestly Illegal Content.
9. The Operator has no general obligation to monitor Content or to actively seek facts or circumstances indicating illegal activity (Art. 8 DSA). The Operator's liability for stored Content is limited in accordance with Art. 6 DSA.

§ 10. Anonymity and staged disclosure

1. The Platform protects the identity of Companies until a trade relationship is established. The scope of a Company's data visible to another Company depends on the stage of the relationship:

   Stage	Data visible to the other Company
   Public market, Listing Pages, search, Match	Anonymous profile: type of business, country, Verification Level, number of Deals completed on the Platform, member since, response rate. No name, website, registration numbers, people or contact details.
   Connection accepted	Display name and legal name, website, description, verification summary. No direct contact details; communication through the Platform.
   Deal in AGREED status	Details of the persons participating in the Deal and the registration and tax numbers needed to conclude the contract and issue documents.

2. The scope of disclosed data may be changed by the Operator under § 25. A Company must not circumvent staged disclosure, in particular by placing identifying data in Content.

§ 11. Masking of contact details

1. Until a Deal reaches AGREED status, the Platform automatically searches messages and text fields (titles, descriptions, specifications, packaging, places stated with the Incoterms rule and payment terms in Listings, messages accompanying Connections and RFQs, notes to Quotes) for e-mail addresses, telephone numbers, web addresses and messenger handles and masks them in the text delivered to the recipient. In the text fields of Listings, masking applies regardless of the status of any Deal.
2. The sender is informed of the masking. The original text is retained solely for evidential, moderation and billing purposes and is not made available to the recipient. An attempt to pass on contact details is recorded as a risk indicator; repeated attempts may give grounds for the measures referred to in § 9(3).
3. Masking is an automated mechanism and may fail to detect all contact details or may mask fragments that are not contact details. This does not release the Companies from their obligations under § 8(3) and (7) and § 12.
4. Only the masked content of the text fields of Listings is shown publicly, including on Listing Pages; the original content is visible only to the Company that published the Listing. After a change of the masking mechanism, the Platform masks the stored content of Listings again, which may change the content shown without any action by the Company; each such change is recorded in the version history of the Listing.

§ 12. Protected Introduction and prohibition of circumventing the Platform

1. The Operator's remuneration depends on whether Deals initiated on the Platform are conducted on it. Each Connection is recorded as a Protected Introduction.
2. The Protection Period is 12 months from the acceptance of the Connection.
3. During the Protection Period, the Companies between which a Connection has been established undertake to:
   1. conduct on the Platform Deals concerning the goods covered by the Listing, Match or RFQ that led to the Connection, as well as goods of the same Harmonized System heading (4-digit HS);
   2. not induce the other Company to conclude such a Deal outside the Platform or to provide contact details for the purpose of concluding it outside the Platform;
   3. update the statuses of Deals on the Platform accurately, including the completion status (COMPLETED).
4. The undertaking in paragraph 3 does not apply to:
   1. a trade relationship existing before the Connection, if the Company demonstrates it with documents (e.g. an invoice or contract dated before the Connection);
   2. Deals whose subject matter is goods unrelated to the Connection within the meaning of paragraph 3(1);
   3. a situation in which the Platform is unavailable for reasons attributable to the Operator for a period that prevents the timely conclusion of a Deal, provided that the Company informs the Operator thereof.
5. In the event of a justified suspicion of a breach of paragraph 3, the Operator informs the Company of the suspicion and allows it to submit explanations within 14 days. After considering the explanations, the Operator may apply the following measures, in proportion to the seriousness and repetition of the breach:
   1. a warning;
   2. lowering the Company's trust signals presented to other Companies (in particular omission from reliability statistics, marking of the profile) for a period of up to 12 months;
   3. restricting features of the Company Account (e.g. sending RFQs or initiating Connections) for a period of up to 3 months;
   4. suspension of the Company Account and, in the case of persistent breaches, termination of the agreement in accordance with § 24.
6. A decision to apply a measure includes a statement of reasons in accordance with § 9(4) and is subject to appeal under § 9(6).
7. Contractual penalty for circumventing the Platform. For each Deal concluded in breach of paragraph 3 the Operator may, in addition to the measures under paragraph 5, require the Company in breach to pay a contractual penalty (kara umowna) equal to the Success Fee that would have been due on that Deal under the Price List in force on the day it was concluded, but not less than USD 1,000. If the value of the Deal is not known, the value resulting from the last Quote or RFQ exchanged between those Companies on the Platform is used, and if there is none, the penalty is USD 1,000. The penalty is expressed in USD and is payable within 14 days of delivery of a demand describing the breach and the calculation of the penalty; the Operator may claim damages exceeding the penalty on general principles. The cap on the total of contractual penalties in § 20(8) does not apply to the penalty under this paragraph. The penalty does not apply to Sole Traders with Consumer Rights (§ 22(1)(5)).
8. Prohibition of hidden commissions. A User or Company that, in connection with a Deal, Negotiation or RFQ on the Platform, presents itself as acting on behalf of or for one party (in particular as its employee, representative, agent or intermediary) may not request or accept from the other party, directly or indirectly, any commission, remuneration, discount or other financial benefit related to that Deal unless it has been disclosed to the party on whose behalf it acts. A Company may not offer or grant such a benefit. Paragraphs 5 and 6 apply accordingly to a breach of this paragraph. The following in particular are not a breach of this paragraph:
   1. the margin of a Company that buys goods in its own name and resells them in its own name, including in consecutive Deals (back-to-back);
   2. remuneration paid by a Company to its own sales representative or agent for acting on behalf of that Company.

§ 13. RFQs, Quotes and Negotiations

1. A buying Company may send RFQs to selling Companies within the limits of its Subscription. A selling Company may submit a Quote, and the parties may negotiate it on the Platform.
2. Each version of a Quote and each step of a Negotiation is recorded in immutable form and cannot be changed or deleted. The history constitutes evidence of the course of the Negotiation for the Companies and the Operator.
3. The legal effects of statements made on the Platform (in particular whether a Quote constitutes an offer within the meaning of Art. 66 of the Civil Code, the period for which it is binding and the moment the contract is concluded) are determined by the Companies and the law applicable to them. The Operator recommends that these matters be specified in the Quote.
4. The comparison of Quotes and the estimated landed cost are calculated on the basis of data entered by the Companies and estimates provided by the buyer. They are auxiliary in nature and do not constitute a valuation by the Operator or commercial, customs or tax advice.

§ 14. Deals and the Payment Register

1. A Deal passes through the statuses: DRAFT, NEGOTIATING, AGREED, CONTRACTING, PAYMENT_PENDING, FULFILLMENT, DELIVERED, COMPLETED, as well as CANCELLED or DISPUTED. AGREED status means that both Companies have confirmed the agreed commercial terms on the Platform.
2. The Operator is not a party to contracts concluded between Companies, does not act as their representative, attorney, agent, commission agent or intermediary authorised to conclude contracts on their behalf, and does not guarantee the performance of contracts, the quality, legality or safety of goods, the accuracy of Content or the solvency of Companies.
3. The Payment Register serves solely to record information about payments made directly between Companies outside the Platform. The Operator does not accept, hold or transfer funds, does not operate escrow accounts and does not provide any guarantee of payment or delivery. An entry in the Payment Register does not confirm that a payment has been made.
4. Where the Platform checks the seller's bank account against the register of VAT taxpayers (the so-called white list, Art. 96b of the Act on Value Added Tax (ustawa o podatku od towarów i usług)), the result is for information only and reflects the state of the register at the time of the check. The payer bears responsibility for the choice of the account for payment and its tax consequences.
5. The Companies are solely responsible for the compliance of Deals with the law, including customs, tax, export control, sanctions, product safety, environmental and anti-corruption regulations, and for obtaining any required permits. The Operator does not examine the compliance of Deals with those regulations; sanctions screening and moderation carried out by the Operator (§ 9, § 18) serve the security of the Platform and do not release the Companies from their obligations.
6. Disputes between Companies concerning a Deal are resolved by the Companies between themselves. Marking a Deal as DISPUTED does not mean that the Operator resolves the dispute. The Operator may make Platform records concerning that Deal available to the parties to the dispute.

§ 15. Fees

1. The amount, rules of calculation and payment dates of Subscription fees and the Success Fee are set out in the Price List. Prices are net prices; VAT is added in accordance with applicable law.
2. The Success Fee is borne by the selling Company. The Success Fee is calculated when the Deal reaches AGREED status, locking the Price List version, the exchange rate and the relationship parameters applicable at that time, and becomes due and is invoiced after the Deal reaches COMPLETED status, on the value actually delivered. Cancellation of a Deal (CANCELLED) voids the Success Fee; a dispute (DISPUTED) suspends its collection.
3. The selling Company undertakes to mark a Deal as COMPLETED without delay after delivery and payment. If Platform records show that a Deal has been performed and the Company does not change its status, the Operator may request both Companies to confirm the status within 14 days and, if that period expires without effect, treat the Deal as completed on the basis of the evidence it holds. Within that period the Company may show that the Deal was not performed or was performed at a different value.
4. Invoices are issued and delivered in electronic form, including - where the law so requires - through the National e-Invoicing System (KSeF), to which the Company consents. The payment term is 14 days from the date of the invoice. In the event of delay, the Operator is entitled to statutory interest for delay in commercial transactions and compensation under the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions (ustawa o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych).
5. A change in Subscription prices does not apply to a billing period already paid. A change in Success Fee rates does not apply to Deals that reached AGREED status before the change took effect.
6. The rules for charging fees during the Closed Beta are set out in the Closed Beta Terms.

§ 16. Artificial intelligence features

1. Features using artificial intelligence (e.g. drafting an RFQ, extraction of data from documents, HS code suggestions) are not currently provided, except for the machine translation described in points 3-6. The others will be made available after a prior amendment of the Terms or the Privacy Policy.
2. Once made available, the output of an artificial intelligence feature will always be a draft that the User reviews and approves. These features will not on their own send messages, submit or accept Quotes, conclude Deals or assume commercial obligations on behalf of a Company. Content generated by artificial intelligence will be labelled to the extent required by Regulation (EU) 2024/1689 (the Artificial Intelligence Act).
3. Machine translation. On the User's request (the "Translate" button) the Platform displays a machine translation of the text of a Listing, RFQ, Quote, message or Company description into a selected language available on the Platform (the "Translation"). The Translation is produced automatically by an external provider (as named in the List of Subprocessors), to which the text is sent only after contact data is masked in accordance with § 11 and numbers, prices, codes and identifiers are protected. The Translation is displayed below the original text and labelled "Machine translation". Point 2 does not apply to the Translation: it is not a draft to be approved, it sends nothing, makes or accepts no declarations and is not a declaration of the author of the text.
4. The Translation is informational and auxiliary only. Only the original text, in the language in which it was written, binds the Companies in every Listing, RFQ, Quote, message and Deal; the Translation is not part of any of that Content, is not stored as Content and is not used to make or accept declarations.
5. A User may not rely on the Translation when determining, making or accepting commercial terms, in particular price, quantity and unit, currency, dates, Incoterms, specification, payment and delivery terms. Before making or accepting a declaration or a Quote or concluding a Deal, the User checks the original text and, in case of doubt, asks the other party for confirmation.
6. The Operator is not liable for errors, distortions and omissions in the Translation or for the consequences of relying on it, to the extent permitted by law and subject to § 20(5). The Translation is available within daily character limits set by the Operator; the Operator may change them and may restrict or switch off the Translation without affecting the availability of the original text.

§ 17. Company verification

1. The Operator grants Verification Levels on the terms set out in the Company Verification Rules. A Verification Level is granted only after an actual check and cannot be purchased or obtained as part of a Subscription.
2. Verification confirms only the circumstances indicated in the Company Verification Rules as at the date of the check. It does not constitute a guarantee of reliability, solvency or due performance of a Deal.

§ 18. Sanctions and export control

1. The Company represents that neither it nor the members of its governing bodies, its beneficial owners or its Users are subject to restrictive measures of the European Union, the United Nations, the Republic of Poland (including under the Act of 13 April 2022 on Special Solutions to Counteract Support for Aggression against Ukraine and to Protect National Security (ustawa o szczególnych rozwiązaniach w zakresie przeciwdziałania wspieraniu agresji na Ukrainę oraz służących ochronie bezpieczeństwa narodowego)), the United States or the United Kingdom, and that it is not owned or controlled by such persons.
2. The Operator may screen Companies, Users and Deals against sanctions lists and, in the event of a hit, hold Content, Connections or Deals pending clarification, suspend the Company Account or terminate the agreement with immediate effect where required by law.

§ 19. Parameters of Matches and display order (transparency)

1. The Operator voluntarily applies the transparency standards of Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services (the "P2B Regulation"), even though - since its recipients do not include consumers - the Platform may be outside its scope. Voluntary application of these standards does not extend the Operator's liability beyond that arising from the Terms.
2. The Match score is a technical indicator of the fit between an Offer and a Request, not a rating of a Company. The main parameters and their relative importance (from the most important):
   1. product fit, including relatedness under the Harmonized System (same product, same HS subheading, heading or chapter) - the parameter with the greatest weight;
   2. quantity fit, after explicit unit conversion; a minimum order quantity higher than the demand excludes the Match;
   3. geographical fit (origin and destination);
   4. fit of availability and delivery dates;
   5. fit of the Incoterms rule, price (only in the same currency) and whether the other Company is verified - the parameters with the lowest weight.
3. The Match class (EXACT, CLOSE, ALTERNATIVE, POTENTIAL) follows from product relatedness and may be lowered by the score. The algorithm version is recorded with each Match. Weights may be changed to improve relevance; the Operator announces material changes to the parameters in advance in accordance with § 25.
4. The order of Listings on the public market is determined by the criteria selected by the User (e.g. filters and sorting) and, by default, by publication date, newest first.
5. The Operator does not accept remuneration for position in Matches or in search results. The Subscription plan does not affect the Match score or the display order.
6. Differentiated treatment. The Operator does not offer its own goods or goods of related entities on the Platform and does not apply differentiated treatment to such goods. Differences in features result solely from the Subscription plan (limits set out in the Price List) and the Verification Level.
7. Access to data. A Company has access to the Content it has entered and to the data of its Listings, Matches, RFQs, Quotes and Deals. The other party to a Connection, RFQ or Deal has access to the other Company's data to the extent specified in § 10. The Operator has access to all data to the extent necessary to provide the Services, for moderation, billing, security and compliance with legal obligations, and does not make one Company's data available to other Companies beyond the scope of § 10. The Operator uses Deal data to calculate reliability indicators (number of completed Deals, timeliness, rate of returning customers), which are displayed to other Companies.

§ 20. Liability

1. The Operator is liable to the Company for non-performance or improper performance of the Services on general principles, subject to the limitations below, applied within the limits permitted by law (Art. 473 of the Civil Code).
2. The Operator is not liable for:
   1. Content entered by Companies and Users, subject to Art. 6 DSA;
   2. the performance, non-performance or improper performance of contracts between Companies, including goods (their quality, quantity, legality, safety and conformity with the description), payments, deliveries, documents, customs duties and taxes;
   3. the accuracy of Companies' data and statements, their solvency and reliability, and their compliance with the law, including sanctions, customs, tax and export control regulations;
   4. damage resulting from commercial decisions taken on the basis of Matches, Quote comparisons, landed cost estimates or Verification Levels;
   5. acts and omissions of third parties, including banks, carriers, freight forwarders, identity and payment providers, and fraud committed by other Companies or third parties, in particular the provision of a false bank account;
   6. interruptions in availability resulting from force majeure, maintenance, acts of the User or failures of third-party services beyond the Operator's control, and delayed or undelivered messages and notifications for those reasons;
   7. the consequences of use of an Account by unauthorised persons where it results from the User's breach of the obligations in § 4(3);
   8. the consequences of measures taken by the Operator in good faith in accordance with the Terms or on the basis of the law, including moderation, withholding of Content or Deals and suspension of an Account.
3. The Operator's liability is limited to actual loss and does not cover lost profits or indirect or consequential damage, in particular loss of revenue, contracts, customers or goodwill. The Operator's aggregate liability to the Company under the service agreement, whatever its legal basis, is limited to the amount of remuneration actually paid by the Company to the Operator in the 12 months preceding the event giving rise to the damage and, for a Company that paid the Operator no remuneration in that period (in particular one using only the FREE plan), to PLN 500.
4. The Operator makes the Platform available as is and, during the Closed Beta, as a test version. The Operator does not warrant that the Platform will meet the Company's particular needs or that its use will produce particular commercial results, in particular a particular number of Matches, Connections or Deals. To the extent permitted by law, the Operator's liability under the statutory warranty (rękojmia) is excluded.
5. The limitations in paragraphs 2 to 4 do not apply to damage caused intentionally (Art. 473 § 2 of the Civil Code) or to personal injury, and with respect to Sole Traders with Consumer Rights they apply subject to § 22.
6. Indemnity. The Company shall hold the Operator harmless against liability to third parties, including public authorities, and reimburse the costs incurred by the Operator in that connection (including reasonable legal costs, damages awarded and penalties imposed), where the claim or proceedings arise from the Company's Content, goods offered or sold by the Company, the Company's Deals or a breach of the Terms or of the law by the Company or its Users. The Operator informs the Company without delay of the claim and allows it to take part in the defence.
7. Contractual penalties. For each breach of the obligations listed below for which the Company is responsible (including acts of its Users), the Operator may require the Company to pay a contractual penalty (kara umowna) of:
   1. PLN 10,000 - for automated extraction of data from the Platform (scraping, crawling, bots) or circumvention of request rate limits (Acceptable Use Policy, section 4(6));
   2. PLN 20,000 - for an attempt to gain unauthorised access to accounts, other Companies' data or the Operator's systems, vulnerability testing without the Operator's written consent or the introduction of malicious software (Acceptable Use Policy, section 4(7));
   3. PLN 5,000 - for providing false Company data, impersonating another Company or person, claiming a Verification Level that has not been granted or concluding sham Deals to inflate reliability indicators (Acceptable Use Policy, section 4(4) and (10)).
8. A contractual penalty is payable within 14 days of delivery to the Company of a demand describing the breach. The Operator may claim damages exceeding the contractual penalty on general principles. The total of contractual penalties for breaches covered by one demand does not exceed PLN 100,000. The contractual penalty for circumventing the Platform is set out in § 12(7). Contractual penalties do not apply to Sole Traders with Consumer Rights (§ 22(1)(5)).

§ 21. Availability of the Platform

1. The Operator exercises due diligence to ensure that the Platform operates continuously but does not guarantee a specific level of availability. During the Closed Beta, the Platform may contain errors and features may change.
2. The Operator may temporarily restrict access to the Platform for maintenance, updates or security purposes, giving advance notice of planned interruptions where possible.
3. The availability level for the ENTERPRISE plan may be set out in a separate agreement.

§ 22. Sole Traders with Consumer Rights

1. Articles 385^1 to 385^3 of the Civil Code on abusive contractual clauses apply to Sole Traders with Consumer Rights. Provisions of the Terms that under those articles do not bind a consumer do not bind a Sole Trader with Consumer Rights either, and statutory provisions apply in their place. This applies in particular to:
   1. the limitations of liability in § 20(2) to (4) - to the extent that they would exclude or materially limit the Operator's liability for non-performance or improper performance of an obligation (Art. 385^3(2) of the Civil Code);
   2. amendments to the Terms - they are binding only in the cases and for the reasons listed in § 25(2), and a Sole Trader with Consumer Rights may terminate the agreement before the amendments take effect without incurring costs (Art. 385^3(10) and (20) of the Civil Code);
   3. the jurisdiction clause in § 26(3) - it does not apply; the jurisdiction of the court is determined by the general provisions (Art. 385^3(23) of the Civil Code);
   4. provisions granting the Operator the right to terminate the agreement unilaterally - only for the important reasons listed in § 24;
   5. the contractual penalties in § 20(7) and (8) - they do not apply;
   6. the indemnity in § 20(6) - to the extent that it would go beyond the liability of the Sole Trader with Consumer Rights arising from the law.
2. Right of withdrawal. In accordance with Art. 38a in conjunction with Art. 27 of the Act of 30 May 2014 on Consumer Rights (ustawa o prawach konsumenta), a Sole Trader with Consumer Rights may withdraw from a paid Subscription agreement concluded at a distance within 14 days of its conclusion, without giving any reason. The statement may be sent to contact@hiramtrade.com, in particular using the model form set out in Annex 2 to that Act. If the Sole Trader with Consumer Rights requested that performance begin before the end of the withdrawal period, it shall pay for the services performed up to the moment of withdrawal, pro rata (Art. 35 of the Act on Consumer Rights). The Operator refunds payments within 14 days of receiving the statement.
3. The provisions of the Act on Consumer Rights on contracts for the supply of digital services also apply to Services provided to Sole Traders with Consumer Rights, to the extent that the Act extends them to such persons.
4. The status of a Sole Trader with Consumer Rights is assessed on the basis of the subject of the Company's business activity disclosed in CEIDG at the time the agreement is concluded. A Company may notify the Operator that it has this status; the Operator cannot exclude protection arising from statute.

§ 23. Complaints

1. Complaints concerning the Services, appeals against moderation decisions and internal complaints are handled in accordance with the Complaints Procedure.
2. The Operator responds to a complaint within 14 days of its receipt. In complex matters the period may be extended to 30 days, of which the Operator gives notice before the 14-day period expires.

§ 24. Termination of the agreement and suspension of the Account

1. A User may delete the User Account at any time, and a Company Administrator may close the Company Account, which constitutes termination of the agreement with immediate effect. Closing a Company Account with an active paid Subscription results in the Subscription expiring at the end of the paid period, without a refund of the fee, subject to the refund under the Price List and § 22(2).
2. Closing a Company Account does not release the Company from the obligation to pay Success Fees on Deals that have reached AGREED status or from the obligations under § 12 with respect to Connections accepted before closure, until the end of their Protection Period.
3. The Operator may terminate the agreement with 30 days' notice for important reasons, such as: discontinuation of the Services or a material part of them, a change in the law preventing the provision of the Services on the existing terms, or prolonged inactivity of the Company Account (over 24 months). The Operator states the reason for termination.
4. The Operator may suspend the Account or terminate the agreement with immediate effect, giving a statement of reasons in accordance with § 9(4), in the event of: a gross or persistent breach of the Terms, provision of false Company data, publication of Illegal Content, fraud or attempted fraud, persistent circumvention of the Platform (§ 12), payment arrears exceeding 30 days despite a demand, a sanctions list hit or an order of a competent authority. For the same reasons the Operator may suspend the Account for the time needed to clarify a reasonable suspicion of a breach, informing the Company in accordance with § 9(4).
5. After termination of the agreement, data are retained and deleted in accordance with the Privacy Policy. Commercial history (Quotes, Negotiations, Deals, Connections) is not deleted before the expiry of the retention periods set out in the Privacy Policy, because it constitutes evidence for the other party and for billing.

§ 25. Amendments to the Terms

1. The Operator may amend the Terms or the Price List for the important reasons set out in paragraph 2. An amendment takes effect upon publication of the new version of the Terms or the Price List on the Platform; the Operator does not apply an advance-notice period preceding the amendment taking effect. The Operator informs Companies of the amendment by e-mail or on the Platform. A signed-in User who accepted an earlier version accepts the new version on the Platform at the next sign-in, before further use of the Platform; until acceptance the User may review its content or log out. The basis on which a Company is bound by the new version is that explicit acceptance, not continued use of the Platform.
2. Amendments may be made for important reasons, in particular: changes in the law or a court judgment or decision of an authority affecting the content of the Terms; the introduction of new Services or features or the change or withdrawal of existing ones; a change in the manner of providing the Services for technological or security reasons; a change in prices or rates (subject to § 15(5)); counteracting abuse; editorial changes.
3. A Company that does not accept the new version may close its Company Account (§ 24(1)); until acceptance it does not use the Platform.
4. To Entrepreneurs with consumer rights, § 22(1)(2) applies: amendments bind them only in the cases and for the reasons set out in paragraph 2, and an Entrepreneur with consumer rights may terminate the agreement, without incurring costs, before the amendments take effect. The Operator informs such Companies of the amendment and of the date on which it takes effect sufficiently in advance to allow them to exercise that right.

§ 26. Governing law, dispute resolution and ODR

1. The service agreement is governed by Polish law. The choice of law does not deprive a Sole Trader with Consumer Rights of the protection afforded by mandatory provisions.
2. The Operator and the Company will seek to resolve disputes amicably, first under the Complaints Procedure. The Operator voluntarily declares its willingness to mediate before a mediator chosen jointly by the parties. Participation in mediation is voluntary for both parties, and its costs are shared equally unless the parties agree otherwise.
3. Disputes arising from the service agreement are resolved by the common court having jurisdiction over the Operator's registered office, subject to § 22(1)(3). This clause is an agreement on jurisdiction also with respect to Companies established outside Poland, within the limits permitted by law.
4. The EU online dispute resolution (ODR) platform established by Regulation (EU) No 524/2013 concerned consumer disputes only, and the Platform does not provide Services to consumers; moreover, the ODR platform has ceased operation. Information about the ODR platform therefore does not apply.

§ 27. Reporting obligations to the tax administration (DAC7)

1. The Operator may be a platform operator required to report information on sellers selling goods through the Platform, in accordance with Council Directive (EU) 2021/514 (DAC7) and the Act of 9 March 2017 on the Exchange of Tax Information with Other Countries (ustawa o wymianie informacji podatkowych z innymi państwami), as amended to implement that Directive.
2. For this purpose, the selling Company must provide at the Operator's request, and keep up to date: its legal name, registered office address, taxpayer identification number (TIN) with the country of issue, VAT identification number, business registration number, information on any permanent establishment in the European Union and the financial account identifier, if known to the Operator, and for natural persons also the date of birth, as well as other information required by those provisions.
3. The Operator verifies the information provided, including by means of publicly available registers, and reports it, together with the amount of consideration from Deals and the number of Deals in each quarter, to the Head of the National Revenue Administration (Szef Krajowej Administracji Skarbowej) by 31 January of the year following the year to which the information relates, and then informs the Company of the data reported.
4. If the Company does not provide the information despite two reminders sent after the initial request, but not earlier than 60 days after it, the Operator may suspend the Company's ability to submit Quotes and conclude Deals as a seller until the information is provided, in accordance with the provisions implementing DAC7.
5. The obligation does not apply to excluded sellers, in particular governmental entities, entities whose shares are regularly traded on an established securities market, and sellers who in the relevant period made fewer than 30 sales of goods through the Platform with a total consideration not exceeding EUR 2,000.

§ 28. Final provisions

1. The Polish version of the Terms is the binding version. The English version is a translation; in the event of discrepancies, the Polish version prevails.
2. If any provision of the Terms proves invalid or ineffective, the remaining provisions remain in force, and statutory provisions apply in place of the invalid provision.
3. The Operator may transfer the rights and obligations under the agreement to an entity taking over the operation of the Platform, notifying Companies at least 30 days in advance; within that period the Company may terminate the agreement without incurring costs.
4. The Operator's statements addressed to a Company are delivered to the e-mail address of the Company Administrator or on the Platform. The Company is responsible for keeping the e-mail address up to date.
5. Matters not governed by the Terms are subject to Polish law, in particular the Civil Code, the EPSA, the DSA and data protection law.