Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the CUBRINX website at cubrinx.com (the "Website") and the CUBRINX payments and receivables services (the "Services"), provided by Green Bee Logistics Limited, a company registered in England and Wales (company number [INSERT]), whose registered office is at 167–169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom ("CUBRINX", "we", "us", "our").

In these Terms:

• "Customer" or "you" — the business entity that registers for or uses the Services, and its Authorised Users;
• "Authorised Users" — individuals you authorise to access the Services under your account;
• "Your Data" — data you or your Authorised Users submit to or process through the Services;
• "Stripe" — Stripe Payments Europe, Limited and its affiliates, our payment processing partner;
• "Fees" — charges for the Services as described in section 7.

CUBRINX provides software that helps wholesale distributors manage payment collection, receivables, order and delivery information, and related operations. The specific features available to you depend on the plan or pilot arrangement agreed with us.

The Services are intended solely for use by businesses in the course of their trade. They are not offered to consumers. By using the Services, you confirm that you are using them for business purposes and not as a consumer.

To use the Services you must register an account and may create accounts for Authorised Users. You are responsible for: (a) keeping login credentials confidential; (b) all activity that occurs under your account and your Authorised Users' accounts; and (c) ensuring your Authorised Users comply with these Terms. Notify us immediately at legal@cubrinx.com if you suspect unauthorised access.

You agree not to: (a) use the Services unlawfully or in breach of any applicable regulation; (b) use the Services to facilitate fraud, money laundering or other financial crime; (c) attempt to gain unauthorised access to, interfere with, or disrupt the Services or their security; (d) introduce malware or harmful code; (e) reverse engineer, decompile or disassemble the Services except as permitted by law; or (f) resell or sublicence the Services without our prior written consent.

Unless otherwise agreed in writing (including in a pilot arrangement), our Fees are a percentage of payments collected through the Services, as set out in your order or on our Website (currently in the range of 3% to 6% of payments collected, with the exact rate depending on payment method and terms). There is no setup fee or subscription fee unless otherwise stated in your order.

Payment processing is provided by Stripe. By using the payment features of the Services, you agree to be bound by the applicable Stripe Services Agreement and/or Stripe Connected Account Agreement (available at stripe.com/legal), which may require you to provide information to Stripe for identity verification and anti-money-laundering compliance.

You retain all rights in Your Data. You grant us a licence to host, process and use Your Data as necessary to provide and improve the Services, and as set out in our Privacy Policy and Data Processing Addendum (DPA).

The Services, the Website, and all related software, content, branding and materials are owned by CUBRINX or our licensors and are protected by intellectual property laws. We grant you a non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes during the term. You may not use our name, logos or branding without our prior written consent.

Each party may receive confidential information from the other. Each party agrees to keep the other's confidential information confidential, to use it only to perform under these Terms, and to protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law or court order.

Each party will comply with applicable data protection law. Our processing of personal data is described in our Privacy Policy (cubrinx.com/privacy). Where we act as your processor, the DPA applies and forms part of these Terms.

The Services may integrate with or rely on third-party services (including Stripe and infrastructure providers). Your use of those services may be subject to their own terms. We are not responsible for third-party services and do not warrant their availability or performance.

We will provide the Services with reasonable care and skill. Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Services are provided "as is" and we exclude all other warranties, conditions and terms, whether express or implied, including any implied terms as to satisfactory quality, fitness for a particular purpose or non-infringement.

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded under applicable law.

• We are not liable for loss of profits, revenue, business, goodwill, anticipated savings, or for any indirect or consequential loss, however arising.
• Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees paid or payable by you to us in the twelve (12) months preceding the event giving rise to the claim. [CONFIRM CAP WITH SOLICITOR]

We may suspend your access to the Services where: (a) we reasonably believe these Terms have been breached; (b) there is a security or legal risk; or (c) required to do so by law or by Stripe.

We may update these Terms from time to time. We will post the updated version on the Website and update the "Last updated" date. Where changes are material, we will take reasonable steps to notify you. Continued use of the Services after changes take effect constitutes acceptance.

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) due to events beyond its reasonable control.

• Assignment — you may not assign these Terms without our consent; we may assign to an affiliate or successor.
• Entire agreement — these Terms, the Privacy Policy, the DPA and any order form make up the entire agreement between us.
• Severance — if any provision is found unenforceable, the rest remain in effect.
• Waiver — failure to enforce a provision is not a waiver of it.
• No partnership — nothing creates a partnership, agency or employment relationship.

These Terms and any dispute arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to protect our intellectual property or to recover sums due in any competent jurisdiction.

Green Bee Logistics Limited (CUBRINX) · 167–169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom · legal@cubrinx.com