This Seller Agreement (“Agreement”) sets out the terms on which you (“Seller”, “you”, or “your”) may list and sell your goods and/or services (the “Seller Goods and Services”) via our online marketplace (the “Platform”). By registering as a Seller on our 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 the Platform as a Seller and sets out your rights and obligations. If you do not agree with these terms, please do not register or use the Platform.

2.1 Platform: The online service 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 Seller Goods and Services: The products, services, or goods that you list for sale on the Platform.

2.3 Commission: The fee charged by Alethium on each transaction facilitated via the Platform, as set out in the Fee Schedule.

2.4 Bespoke Fee Schedule: The fee schedule agreed separately in the course of commercial discussions and executed by both parties.

2.5 Default Fee Schedule: The fee schedule attached as Schedule 1 to this Agreement, which automatically applies if no Bespoke Fee Schedule is executed.

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

3.1 Registration: Before listing any Seller Goods and Services, you must register on the Platform as a Seller. You agree to provide accurate, complete, and up-to-date information and to promptly update it when necessary.

3.2 Account Security: You are responsible for maintaining the confidentiality of your account details (including your password) and for all activities that occur under your account. Please notify us immediately of any unauthorised use.

4.1 Accuracy and Compliance: • You must ensure that all information provided—including product descriptions, pricing, and images—is accurate, complete, and not misleading. • You warrant that your Seller Goods and Services comply with all Applicable Laws, including health, safety, advertising, and export/import regulations.

4.2 Product Safety and Quality: You are responsible for ensuring that your products meet all necessary safety, quality, and labelling requirements. Any certificates or test results you provide must be genuine and relevant to the product in question.

4.3 Legal Requirements: You must obtain all necessary licences, consents, or permissions required to sell your products and adhere to any guidelines published on our Knowledge Centre.

5.1 Listing Process: When you list products on the Platform, you agree to provide comprehensive details, including accurate descriptions, images, and terms of sale. All listings must accurately represent your products.

5.2 Pricing and Errors: While we strive to display correct pricing, errors may occur. In the event of a pricing mistake: • If the error is clear and obvious, we may cancel any orders placed at the incorrect price. • We will contact you promptly if a mispricing is identified, offering the option to confirm the correct price or cancel the order.

6.1 Merchant of Record: Alethium acts as the Merchant of Record for all transactions on the Platform. This means that contracts for the sale and purchase of your Seller Goods and Services are formed directly between the Buyer and Alethium on your behalf.

6.2 Order Process: When a Buyer places an order, you will receive a notification. You must fulfil orders in accordance with the information provided. Failure to do so may result in order cancellations or claims for losses.

7.1 Fees and Commission:

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

(b) Default Fee Schedule: In the event that no Bespoke Fee Schedule is executed, the Default Fee Schedule attached hereto as Schedule 1 shall automatically apply and be deemed accepted by you.

(c) Incorporation and Binding Effect: The applicable fee schedule (Bespoke or Default) 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 changes to the Fee Schedule must be made in writing and signed by both parties.

7.2 Payment Terms: You will receive payment for your Seller Goods and Services (net of Commission) in accordance with our payment schedule. All payments will be processed and transferred to your nominated bank account following the agreed payment process.

7.3 Cryptocurrency Payments: If you elect to accept cryptocurrency payments, 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 the transaction. Any fluctuations between the transaction date and conversion are your responsibility.

• Finality: All cryptocurrency transactions are final and irreversible once confirmed on the relevant blockchain.

• Volatility and Risk: Cryptocurrency values are highly volatile. Alethium does not guarantee a stable value or conversion rate and will not be liable for any losses resulting from such volatility.

• Regulatory and Tax Obligations: You are responsible for complying with all applicable tax and regulatory requirements in relation to the receipt of cryptocurrency payments.

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

8.1 Intellectual Property: Any intellectual property (including images and descriptions) that you provide must be either your own or used with the necessary rights. You grant Alethium a non-exclusive, worldwide licence to display such content solely for operating the Platform.

8.2 Data Protection: We will process any personal data in accordance with our Privacy Policy and in compliance with the UK Data Protection Act 2018 and GDPR. You agree to cooperate with us in fulfilling our data protection obligations.

8.3 Confidentiality: Both parties agree to keep confidential any information that is designated as confidential or should reasonably be considered confidential and to use it solely for the purposes of performing obligations under this Agreement.

9.1 Alethium as Legal Buyer and Merchant of Record
Under this Agreement, you (the Seller) agree to sell your Seller Goods and Services directly to Alethium, which acts as both the legal buyer and the Merchant of Record for all transactions on the Platform. As such, all sale contracts for Seller Goods and Services are entered into between you and Alethium.

9.2 Buyer Dispute Responsibility
Any claims, complaints, or disputes raised by Buyers regarding the quality, performance, or delivery of Seller Goods and Services shall be resolved solely between the Buyer and you, the Seller. Alethium’s role is limited to that of legal buyer and intermediary, and it shall have no responsibility or liability for resolving such disputes.

9.3 Limitation of Liability
Subject to applicable UK law, Alethium’s liability under this Agreement shall be limited to instances of gross negligence, wilful misconduct, fraud, or breaches of statutory obligations. In no event shall Alethium be liable for any indirect, incidental, consequential, or special damages (including loss of profit or business interruption), nor for any loss arising from your failure to fulfil your obligations under this Agreement.

9.4 Statutory Rights
Nothing in this Agreement shall limit or exclude any party’s statutory rights, including liability for fraud or breaches of regulatory obligations that cannot be limited or excluded by law.

10.1 Amendments: We reserve the right to update or amend this Agreement. We will provide you with at least 30 days’ notice before any material changes take effect. Continued use of the Platform after such changes will constitute your acceptance.

Any notices under this Agreement will be sent to the email address you provided during registration. You are responsible for keeping your contact details up to date.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to events beyond its reasonable control (a “Force Majeure Event”), including natural disasters, strikes, pandemics, or other unforeseeable events. If a Force Majeure Event persists for more than 30 days, either party may terminate this Agreement without penalty.

2.1 Termination by Alethium: We may suspend or terminate your access to the Platform if, in our reasonable opinion, you breach any provision of this Agreement or if your conduct may harm the reputation or operation of the Platform. We will, where possible, provide notice and an opportunity to remedy any breach.

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

12.3 Surviving Provisions: Clauses relating to liability, intellectual property, confidentiality, indemnification, 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. The arbitration proceedings shall be conducted in English.

14.1 Entire Agreement: This Agreement, including any schedules and incorporated documents, constitutes the entire agreement between you and Alethium and supersedes all prior agreements or communications.

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

14.3 Waiver: Failure by either party to enforce any right or provision of this Agreement shall not be deemed a waiver of future enforcement of that right or provision.

15.1 Seller’s Indemnity Obligation: You shall 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 and expenses on a full indemnity basis) arising out of or in connection with any complaint or claim by a Buyer, including but not limited to claims arising from:

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

(b) any misrepresentation or inaccuracy in the listing, description, or promotion of your Seller Goods and Services;

(c) any non-compliance by you with any Applicable Laws, including those relating to product safety, quality, labelling, and advertising;

(d) any defect, malfunction, or failure of your Seller Goods and Services; or

(e) any infringement or alleged infringement of any intellectual property rights by you.

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

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