This Buyer Agreement (“Agreement”) sets out the terms on which you (“Buyer”, “you”, or “your”) may access and purchase goods and services – including Seller Goods and Services as well as Alethium Products – via the Alethium online platform (the “Platform”). By registering as a Buyer and using the Platform, you confirm that you are acting in the course of business and agree to be bound by this Agreement.

Welcome to Alethium. This Agreement governs your use of our Platform as a Buyer and sets out your rights and obligations when purchasing products or services. If you do not agree with these terms, please do not register or use the Platform.

2.1 Platform: The online marketplace operated by Alethium Limited, a company registered in England (Company No. 14540941, registered office: 3 Craigwell Villas, Lane End Road, Instow EX39 4LD).

2.2 Buyer Goods and Services: Includes all products, services, and goods made available by Sellers on the Platform, as well as any Alethium Products sold directly by Alethium.

2.3 Merchant of Record: Alethium acts as the Merchant of Record for all transactions on the Platform. Accordingly, the contracts for the sale and purchase of products are formed directly between you and Alethium on behalf of the Seller.

2.4 Bespoke Buyer Fee Schedule: The fee schedule agreed as part of separate commercial discussions with you and executed in writing by both parties.

2.5 Default Buyer Fee Schedule: The fee schedule attached as Schedule [Y] to this Agreement, which shall apply if no Bespoke Buyer Fee Schedule is executed.

2.6 Agreement: This Buyer Agreement, together with any schedules or documents incorporated herein by reference, including the applicable Buyer Fee Schedule.

3.1 Registration: You must register on the Platform as a Buyer before making any purchases. You agree to provide accurate, complete, and up-to-date information and to update such information if it changes.

3.2 Age and Location: You must be at least 18 years of age and, if acting as a Buyer, be based in the United Kingdom or the European Union.

3.3 Account Security: You are responsible for maintaining the confidentiality of your account details (including your password) and for all activities under your account. Please notify us immediately if you suspect unauthorised use.

4.1 Accuracy and Compliance: • You must provide accurate information when placing an order, including delivery addresses and contact details. • You warrant that you are authorised to enter into business contracts and will comply with all Applicable Laws relating to the purchase, import, and use of products or services obtained via the Platform.

4.2 Usage of the Platform: You agree to use the Platform solely for your business purposes. The Platform is not intended for consumer use.

4.3 Feedback: Any feedback you provide regarding products or services must be accurate and reflect your genuine experience.

5.1 Order Placement: When you place an order on the Platform, you are making an offer to purchase the selected Buyer Goods and Services. Once your order is confirmed by Alethium, a contract is formed between you and Alethium.

5.2 Order Process: You will receive an order acknowledgement by email. The contract for your purchase is deemed to be formed upon the dispatch confirmation issued by Alethium.

5.3 Risk and Title: Risk in the products passes to you upon delivery at the address provided. Title passes once full payment (including any applicable fees) has been received.

6.1 Buyer Fee Schedule:

(a) Bespoke Fee Schedule: The fees payable for your use of the Platform – including any commission, transaction, or service fees – will be agreed separately as part of commercial discussions and set out in a Bespoke Buyer Fee Schedule executed by both parties.

(b) Default Buyer Fee Schedule: If no Bespoke Buyer Fee Schedule is executed, the Default Buyer Fee Schedule attached as Schedule 2 shall automatically apply and be deemed accepted by you.

(c) Incorporation: The applicable Buyer Fee Schedule is incorporated by reference into this Agreement and forms a legally binding part thereof. In the event of any inconsistency between this Agreement and the Fee Schedule, the Fee Schedule shall prevail with respect to fee determinations.

(d) Amendments: Any amendments to the Buyer Fee Schedule must be in writing and signed by both parties.

6.2 Payment Terms:

Payment for all purchases (including any applicable fees) is required in advance. Payment shall be made via the payment methods offered on the Platform and processed in accordance with our payment schedule.

6.3 Cryptocurrency Payments: If you elect to pay by cryptocurrency, you acknowledge and agree that:

• Exchange Rate and Conversion: The exchange rate used to convert any cryptocurrency payment into GBP (or another fiat currency) will be determined at the time of transaction. Any value fluctuations between the transaction and conversion are your responsibility.

• Finality: Cryptocurrency transactions are final and irreversible once confirmed on the blockchain.

• Volatility and Risk: You recognise that cryptocurrency values are highly volatile. Alethium does not guarantee a stable conversion rate and is not liable for any losses due to such volatility.

• Regulatory and Tax Compliance: You are solely responsible for ensuring compliance with all applicable tax and regulatory obligations related to cryptocurrency payments.

• No Warranty: Cryptocurrency payments are accepted “as is,” without any warranty regarding their reliability or future value.

7.1 Complaint Period: You must raise any complaints relating to a purchase within 24 hours of receipt of the products or services. Complaints raised outside this period may not be considered.

7.2 Procedure: If you wish to register a complaint or request a return or refund, you must follow the instructions provided on the Platform. Failure to do so may limit your rights under this Agreement.

7.3 Resolution: Upon receipt of your complaint, Alethium will assess the issue and may, at its discretion, offer a repair, replacement, or refund. Your right to a remedy is limited to the procedures set out in this Agreement.

8.1 Buyer’s Indemnity Obligation:

You agree to indemnify, defend, and hold harmless Alethium Limited, its affiliates, directors, officers, employees, and agents (the “Indemnified Parties”) from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:

• (a) any breach by you of your representations, warranties, or obligations under this Agreement;

• (b) any misrepresentation or inaccuracy in the information provided when placing an order;

• (c) your failure to comply with any Applicable Laws relating to your use of the Platform or the purchase, import, or use of the products or services; or

• (d) any claim by a third party arising from your use of the Platform.

8.2 Control of Defence: Upon receiving written notice of any claim, you shall, at your own expense, assume control of the defence and settlement of the claim, provided that you do not settle without Alethium’s prior written consent (which will not be unreasonably withheld). Alethium reserves the right to participate in the defence at its own expense.

8.3 Survival: The indemnification obligations in this Section shall survive termination of this Agreement.

9.1 Alethium’s Liability
As the Merchant of Record and contracting party to this Agreement, Alethium is responsible for processing your purchase transactions. Subject to applicable UK law, our total liability to you for any claim arising out of or in connection with this Agreement (whether in contract, tort, or otherwise) shall be limited to direct losses arising solely from our gross negligence, wilful misconduct, fraud, or breaches of statutory obligations. In no event shall we be liable for any indirect, consequential, or special damages, including loss of profit, revenue, or business opportunity.

9.2 Seller Performance and Third-Party Obligations
Certain products and services available on the Platform are provided by third-party Sellers. Although we act as the Merchant of Record, we do not control the performance of Seller Goods and Services. Accordingly, we shall not be liable for any losses, damages, or claims arising from any issues related to the performance or non-performance of obligations by any Seller.

9.3 Exclusions and Statutory Rights
Nothing in this Agreement shall limit or exclude any liability which cannot be limited or excluded under applicable UK law, including liability for fraud or breaches of regulatory obligations.

10.1 Amendments: Alethium may update or amend this Agreement from time to time. We will provide you with at least 30 days’ notice before any material changes take effect. Continued use of the Platform after such changes constitutes acceptance.

10.2 Notices: Any notices required under this Agreement will be sent to the email address provided during registration. It is your responsibility to keep your contact details up to date.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control (a “Force Majeure Event”), including but not limited to natural disasters, strikes, or pandemics. If a Force Majeure Event lasts for more than 30 days, either party may terminate this Agreement without penalty.

12.1 Termination by Alethium: Alethium may suspend or terminate your access to the Platform if, in its reasonable opinion, you breach any provision of this Agreement or if your conduct adversely affects the operation or reputation of the Platform. Notice of termination will be provided where possible.

12.2 Termination by You: You may terminate this Agreement at any time by closing your Buyer account on the Platform. Termination does not affect orders that are already in process.

12.3 Surviving Provisions: Provisions relating to liability, indemnification, intellectual property, confidentiality, and dispute resolution shall survive termination.

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with English law.

13.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in London, England, in accordance with the LCIA Rules. Arbitration proceedings shall be conducted in English.

14.1 Entire Agreement: This Agreement, together with any schedules and the applicable Buyer Fee Schedule, constitutes the entire agreement between you and Alethium and supersedes all prior communications or agreements.

14.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Waiver: The failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.