01General provisions
This User Agreement (hereinafter — the "Agreement", "Service Agreement") governs the relationship between TradeOn b2b Merchant Pte. Ltd., registered at 1 Raffles Place, #20-61, One Raffles Place Tower 2, Singapore 048616, registration number to be provided upon official registration (hereinafter — "TradeOn b2b Merchant", the "Platform", "we"), and the legal entity or sole proprietor using the Platform for commercial purposes (hereinafter — the "Client", "you").
TradeOn b2b Merchant is a B2B service that grants the Client programmatic (API) and interface (account dashboard) access to liquidity of virtual items of Counter-Strike 2, Dota 2, Rust, Team Fortress 2 and other supported games, aggregated by the Platform from its own and partner sources.
The Platform is an independent third-party service and is not affiliated with Valve Corporation, Steam or any of their subsidiaries. All trademarks, logos and names, including Steam, Valve, Counter-Strike 2 (CS2), Dota 2, Rust and Team Fortress 2, belong to their respective rights holders and are used solely for the purpose of identifying supported games and items.
This Agreement, any annexes, policies, instructions, price lists, technical documents and individual agreements signed by the parties in writing collectively constitute the entire agreement between the parties with respect to its subject matter.
Use of the Services is only possible after the Client completes registration, due-diligence (KYC/AML) procedures and explicitly accepts this Agreement. Acceptance is constituted by any of the following actions: (i) the Client's confirmation in the account dashboard by ticking the corresponding box; (ii) signing an individual B2B contract that references this Agreement; (iii) first use by the Client of an API key issued by us; (iv) first top-up of the Balance.
If the Client does not agree with any of the terms of this Agreement, the Client may not use the Services, must cease use of the API and the account dashboard, and request deletion of the account.
The person accepting the Agreement on behalf of the Client represents and warrants that they have all necessary authority to enter into this Agreement on behalf of and in the interests of the Client.
02Terms and definitions
The following terms are used in this Agreement:
- API — the TradeOn b2b Merchant programming interface, including REST endpoints, webhook notifications, accompanying documentation and SDK, by means of which the Client interacts with the Platform.
- Client's Business — the commercial activity carried out by the Client on one or more Client Websites and agreed with us during the onboarding procedure.
- Business Day — any day other than Saturday, Sunday or an official non-working or public holiday in the jurisdiction of Singapore.
- Confidential Information — any information marked "Confidential" or "Proprietary", as well as any information that by its nature or the context of disclosure is reasonably regarded as confidential, including, but not limited to: the terms of this Agreement, price lists, technical specifications, business plans, strategies, methodologies, lists of Customers and counterparties, transaction data and other commercially significant information.
- Customer — a natural person, an end user of the Client's Website, who delivers skins to the Client or receives skins from the Client in connection with transactions processed through our Platform.
- Deposit Account / Balance — an internal accounting indicator in the Client's account dashboard reflecting the amount of funds available to the Client for payment of orders under the Services. The Balance is not a bank account, deposit, electronic money, or a separate payment instrument, and does not bear interest.
- Services / Service — the aggregate of TradeOn b2b Merchant services, including but not limited to: providing access to the catalogue of skins and prices, placing orders via API or the account dashboard, exchanging and delivering skins via Steam Trade Offers, maintaining the Balance, and reporting.
- Client's Website — one or more web resources of the Client, explicitly listed in the account dashboard or in an individual contract, on which the Client uses the Services to serve Customers.
- Skins — in-game virtual items (cosmetic items) displayed on the Platform and available for ordering by the Client, including items of Counter-Strike 2, Dota 2, Rust, Team Fortress 2 and other supported games.
- Trade Offer / Trade URL — the Steam item transfer mechanism and the unique trade link, respectively; used to deliver skins to the Customer or to the Client.
- Webhook — an HTTP event notification (new order status, Balance change, etc.) sent by the Platform to a URL specified by the Client in the project settings.
- Liquidity Provider — own or partner infrastructure that ensures the availability, reservation and transfer of skins via Steam Trade Offers.
- Account Dashboard — a closed web area on the Platform's website, accessible to the Client after authorisation, providing tools to manage the account, API keys, Balance, reporting and integrations.
- Policies — internal Platform documents (AML/KYC, acceptable use policy, security policy and others) that form an integral part of the Agreement and are published in the account dashboard or otherwise communicated to the Client.
03Subject of the Agreement
Subject to the terms of this Agreement, we grant the Client a non-exclusive, revocable, non-transferable right to use the API and the account dashboard for the purposes of:
- receiving the catalogue of available skins and current prices;
- placing orders to purchase skins for the purpose of their subsequent transfer to Customers via Steam Trade Offers;
- receiving skins from Customers (if such functionality is activated for the Client's project) to credit the corresponding amounts to the Balance;
- maintaining the Balance and paying for orders;
- receiving event notifications via the webhook mechanism;
- generating reports and exporting transaction data.
The Platform acts as an aggregator of liquidity and provides the technical infrastructure to display offers, place orders, conduct settlements and arrange the delivery of skins. The Platform is not the owner of the skins displayed on the Website, does not acquire title to them and, unless expressly stated otherwise, does not act as a seller of such items.
Prices, availability and delivery times for specific skins depend on the inventory of the Liquidity Provider, Steam rules, the presence of a trade hold, the accuracy of data provided by the Client and the Customer, and other external circumstances beyond our reasonable control.
The Platform does not guarantee the availability of any specific skin, preservation of the displayed price until the order is placed, instant delivery, or uninterrupted 24/7 operation of the API. The description of the Services is indicative and may change in the ordinary course of business.
04Client registration and KYC
To gain access to the Services, the Client undergoes registration and due-diligence (KYC/AML) procedures. Registration is deemed complete after our written confirmation of account activation and the issuance of API keys.
4.1. Documents and information provided by the Client
As part of the procedure, upon our request, the Client must provide:
- constitutional documents (Articles of Association, Certificate of Incorporation);
- an extract from the register of members / shareholders and information on ultimate beneficial owners (UBO);
- copies of identity documents of directors and ultimate beneficial owners (passport / national ID);
- confirmation of the registered and operational addresses;
- tax identification numbers issued by the tax authorities at the place of registration;
- a description of the Client's Business, products and services, and test access to the Client's Website;
- contact details of responsible persons (legal, technical, financial, compliance);
- other information and documents reasonably required by us to comply with applicable law, AML/CFT policies and internal compliance procedures.
4.2. Right of refusal and enhanced due diligence
We reserve the right to refuse registration without giving reasons, to require additional documents or to apply enhanced due diligence (EDD) in cases provided for by applicable AML rules or internal policies. During the verification period, access to the Services may be limited or suspended.
4.3. Currency of data
The Client must notify us promptly, and no later than 5 (five) business days after the relevant event, of any change in the information provided during KYC, including changes of directors, beneficiaries, registered address, domain of the Client's Website, contact persons and bank details.
4.4. Pre-approval of the Client's Websites
The Client undertakes to obtain our prior approval of the content, domains, business models and audiences of its Website(s) before connecting to the API. Material changes — including change of domain name, change of target audience, addition of new products, opening of new geographies or markets — require separate written approval. We may, in our sole discretion, refuse approval or withdraw previously granted approval.
05Description of Services and API
5.1. Licence to use the API
For the term of this Agreement and strictly subject to its terms, we grant the Client a non-exclusive, revocable, non-transferable, non-sublicensable licence to use the API and the accompanying documentation solely for the purposes of integration on the Client's Website and providing services to the Client's Customers.
5.2. Architecture and order lifecycle
Interaction with the API is carried out through REST endpoints and webhook notifications. A typical order lifecycle includes: (i) querying current prices and availability; (ii) creating an order on behalf of the Customer; (iii) reserving the skin with the Liquidity Provider; (iv) preparing the Steam Trade Offer; (v) delivery and confirmation; (vi) notification of the final status via webhook.
5.3. API keys and security
The Client receives unique identifiers (Client ID / Client Secret or other equivalent credentials), which are the Confidential Information of the Client. The Client is fully responsible for the storage, rotation and use of those credentials. All actions performed using the Client's API keys are deemed to have been carried out on its behalf, unless proven otherwise by due process.
5.4. Restrictions and rate limits
Use of the API is subject to reasonable rate limits published in the documentation, as well as to technical and logical restrictions (volume quotas, number of concurrent operations, item types, countries and so on). Exceeding the limits may result in temporary access restrictions, slowed responses or rejections with the corresponding error code. The Client must implement proper error handling, exponential retries and rate-limit backoff in its integration.
5.5. Webhook notifications
The Client undertakes to maintain a functional HTTPS endpoint for receiving webhook notifications, to verify signatures correctly, and to implement idempotent processing of repeated deliveries. The Platform shall not be liable for any financial or operational consequences of incorrect processing of webhook notifications on the Client's side.
5.6. No service level guarantees
The Services are provided "AS IS" and "AS AVAILABLE". We do not guarantee continuity, error-free operation of the API, absence of failures, specific response times, specific SLA metrics or compatibility with the Client's systems, unless otherwise expressly provided in a separate written service level agreement (SLA) signed by the parties. All express and implied warranties (including warranties of merchantability, fitness for a particular purpose, non-infringement, absence of defects) are excluded to the maximum extent permitted by applicable law.
5.7. Use solely for commercial purposes
The Services are intended exclusively for use for the lawful commercial purposes of the Client's Business. Use of the Services for personal, consumer or other non-commercial purposes is not permitted. Resale of access to the API or sublicensing to third parties is not permitted, except as expressly authorised by us in writing.
06Deposit, payments and fees
6.1. Topping up the Balance
The Balance is topped up via the payment methods available on the Platform in the currency specified in the account dashboard (by default — US Dollars (USD), unless otherwise agreed). Funds are credited to the Balance after the payment is confirmed by the payment provider.
6.2. Fees and charges
The Client pays fees, charges and other payments in accordance with the Platform's current price list available in the account dashboard or as agreed in an individual contract. Fees are automatically debited from the Client's Balance at the moment of the corresponding operations. The Client hereby authorises us to debit applicable fees from the Balance.
Because part of the fees is formed by external partners and payment systems and is not fixed, we may change the amount of fees by notifying the Client no less than 7 (seven) calendar days before the changes take effect. Notice is given via the account dashboard and/or by email specified by the Client.
All fees are stated exclusive of VAT or other indirect taxes. Where such taxes apply, they are added to the payment amount with appropriate itemisation.
6.3. Insufficient Balance
If the Client's Balance is insufficient to cover the applicable fees or the Balance becomes negative, we may: (i) suspend execution of new orders; (ii) issue the Client an invoice for the amount of the negative balance with a mandatory payment deadline of 5 (five) business days; (iii) withhold amounts due from any future credits to the Balance.
6.4. Withdrawal of funds
Withdrawal of the free balance to the Client's bank or other payment account is processed upon written request within no more than 10 (ten) business days from receipt of the request and completion of all applicable compliance checks. We may request additional documents and suspend the withdrawal until they are received. Responsibility for the accuracy of the withdrawal details rests entirely with the Client.
6.5. Refunds
The obligation to deliver a skin is deemed fulfilled at the moment of sending the Steam Trade Offer to the Customer's correct Trade URL. No refund is made for successfully delivered skins. Acceptance or non-acceptance of the Trade Offer by the Customer, subsequent inventory blocks by the Customer, changes to privacy settings, errors on Steam's side, or actions of the Customer are beyond our reasonable control and are not grounds for a refund.
A refund to the Balance is possible only if the order was not fulfilled through our fault or due to a reason expressly attributed to our responsibility by this Agreement.
6.6. Freezing of funds during review
We may suspend the crediting, debiting, refund or use of funds on the Balance during a review period if there are indications of hacking, fraud, use of someone else's payment instrument, payment dispute (chargeback), circumvention of restrictions or other breach of this Agreement. If a breach is confirmed, we may cancel disputed credits, reverse related operations, withhold disputed amounts and refuse to refund funds attributable to the unlawful activity.
6.7. Taxes
Each party is solely responsible for determining and paying any taxes, fees and other mandatory payments applicable to its income and operations in the relevant jurisdiction. The Client is solely responsible for calculating, withholding, reporting and paying any applicable taxes on its own operations with Customers.
07Delivery and exchange of skins
Skins are transferred to Customers via the Steam Trade Offers system. Delivery times depend on the type of offer and the status of the Liquidity Provider:
- Instant delivery — the Trade Offer is sent within a few minutes after order payment, provided the skin is available and there is no trade hold;
- Standard delivery (up to 12 hours) — the Trade Offer is sent within 12 hours after payment, subject to no external restrictions on the Steam side or from the Liquidity Provider;
- Trade lock / hold — the skin has a temporary transfer restriction imposed by Steam. Delivery is performed after the restriction is lifted, provided the order remains executable.
For successful delivery, the Customer must provide a current Trade URL, be able to accept Trade Offers and have no Steam restrictions (trade ban, hold, closed inventory, privacy restrictions). Responsibility for the accuracy of Customer data rests entirely with the Client.
If the Customer fails to accept the sent Trade Offer within the period set by Steam, has not provided a current Trade URL, has Steam account restrictions or any other obstacles on the Steam side — we shall not be liable for the inability to complete delivery and shall not be obliged to resend the offer without additional payment.
Claims for non-delivery or order execution errors are accepted within 7 (seven) calendar days of the expiry of the stated delivery period. After that period, the order is deemed accepted by the Client.
08Client obligations
The Client undertakes to:
- use the Services solely for the lawful commercial purposes of the Client's Business as agreed with us;
- not charge Customers separate fees for use of the Platform's infrastructure; prices agreed with the Customer for skins may include the Client's mark-up but must not structurally itemise or refer to our fees as a "Platform charge";
- promptly update KYC details, contact information, banking details, Website domains and other relevant information;
- obtain our prior written approval before making material changes to the Client's Business (new Website, domain, country, product, target audience, business model);
- comply with all our Policies (AML/KYC, acceptable use policy, security policy) in effect at the time of use of the Services;
- perform proper due diligence on Customers on its side, and implement effective fraud monitoring and compliance mechanisms on the Client's Website;
- independently resolve any disputes with Customers concerning the Client's products or services; we are not a party to such disputes and shall not be liable for their outcome;
- ensure that the Client's Website contains its own user agreement and privacy policy accessible to Customers, and that the Client has lawful grounds to process Customers' personal data transferred to us in connection with order execution;
- not use the Services as a payment gateway for purposes unrelated to the delivery of skins under this Agreement (for example, not to use the Balance to settle with third parties unrelated to the subject of the Services);
- maintain the security of API keys and other confidential information; promptly notify us of any compromise.
8.1. Audit rights
Upon our reasonable written request, the Client shall within 14 (fourteen) business days provide documents and information reasonably necessary to confirm compliance with this Agreement and AML/KYC requirements, and to review disputed transactions. We may conduct such checks no more than twice per calendar year, except where there are reasonable grounds to suspect a breach — in which case the frequency limit does not apply.
8.2. Indemnification
The Client shall indemnify and hold harmless TradeOn b2b Merchant, its directors, officers, employees and affiliates from and against any claims, suits, losses, fines, sanctions and expenses (including reasonable legal costs) arising in connection with: (a) the Client's breach of this Agreement or the Policies; (b) the operation of the Client's Website or the goods and services it sells; (c) the Client's breach of applicable law, including AML, data protection and sanctions rules; (d) Customer claims regarding the quality, content or offers of the Client's Website; (e) the Client's infringement of third-party intellectual property rights.
09Representations and warranties
The Client hereby represents and warrants that:
- it has all necessary rights, authority and permissions to enter into this Agreement and to perform its obligations under it;
- the person who accepted the Agreement has been duly authorised by the Client;
- the Client's Business is carried out in compliance with applicable law in all jurisdictions in which the Client offers its goods and services;
- the Client holds all required licences and permits to advertise and provide its goods and services, including gambling licences in the relevant jurisdictions (if applicable);
- the Client does not receive or use funds in connection with any unlawful, fraudulent, deceptive or manipulative activity; does not direct or receive funds from illegal sources;
- the Client, its ultimate beneficial owners, directors and officers are not subject to OFAC, EU, UN, UK or other authorised sanctions lists; the Client's Business is not conducted in sanctioned jurisdictions;
- the Client has all necessary legal grounds (including consents) to transfer Customers' personal data and other third-party data to us for the purpose of providing the Services;
- the Client does not send us data of minors and does not use the Services to serve underage Customers;
- the Client's Website contains its own user agreement and privacy policy that comply with applicable law and have been brought to the Customers' attention before they enter into transactions;
- the Client is solely responsible for determining, calculating, withholding, reporting and paying any taxes applicable to its operations and income.
Each party further warrants that it shall perform its obligations under this Agreement with reasonable skill and care, and shall maintain adequate resources (including staff training, internal controls and technical equipment) to comply with its data protection and confidentiality obligations.
10Prohibited use
When using the Services, the Client undertakes to prevent and avoid, both on its part and on the part of Customers to the extent reasonably possible, the following actions:
10.1. Prohibited content on the Client's Website
The Client's Website and related services must not include the sale, promotion or facilitation of: tobacco products, prescription or over-the-counter medicines, narcotic or psychotropic substances, weapons or ammunition, pornographic content or services of a sexual nature, unlawful downloads, unlicensed gambling content (where a licence is required), goods and services infringing third-party intellectual property, and any other goods and services the offering or provision of which is unlawful under applicable law.
10.2. Prohibited use of the Services
- money laundering, financing of terrorism, evasion of sanctions and currency restrictions;
- use of stolen, lost or fraudulently obtained payment instruments, skins or accounts belonging to others;
- servicing Customers from sanctioned jurisdictions (OFAC, EU, UN and other applicable lists);
- creation of multiple accounts in order to circumvent restrictions, limits, verification or other control measures;
- transferring API keys to third parties, sublicensing or reselling access without our written consent;
- automated mass abuse of the API (DoS-like requests, scraping, circumvention of rate limits, commercial parsing of the catalogue without permission);
- attempts at reverse engineering, decompilation, disassembly of the API, the account dashboard or the Platform's technical infrastructure;
- attempts at unauthorised access to other clients' data, confidential information, servers, databases or other protected Platform resources;
- distribution via the API or the Client's Website of malicious software, malicious links or phishing pages;
- any actions aimed at misleading us, our partners or Customers, manipulating prices, artificially creating orders, inflating turnover or any other dishonest behaviour;
- any other actions that breach this Agreement, our Policies, applicable law or generally accepted standards of business conduct.
Any attempt to steal funds, skins, data or elements of the Service functionality, or to cause property harm to us, our partners, Liquidity Providers or other clients, is treated as a material breach of this Agreement and constitutes grounds for immediate termination of the Agreement with retention of disputed amounts and transfer of information to competent authorities in accordance with applicable law.
11Intellectual property
11.1. Cross-licence
For the term of this Agreement and strictly for the purpose of its performance, the parties grant each other a non-exclusive, royalty-free, worldwide, non-transferable, non-sublicensable licence to copy, use and display logos, trademarks, trade names and other intellectual property owned or licensed by the relevant party, to the extent necessary to refer to the partnership, display integrations and similar purposes.
11.2. Restrictions on public communications
Any use, adaptation or modification of the other party's intellectual property (except for non-material adaptations driven by the specific purpose of use contemplated by the parties) requires prior written consent of the licensing party. Neither party may use the other party's intellectual property or refer to the other party in public communications (press releases, marketing materials, public case studies) without prior written approval.
11.3. Reservation of rights
All Platform materials, including design, texts, graphics, images, interface elements, source code, databases, API specifications and accompanying documentation, are our intellectual property or are used by us under lawful grounds and are protected by applicable law. This Agreement does not transfer any rights to the Client other than the licences expressly granted, and does not imply transfer of rights after termination of the Agreement.
11.4. Skin images and game trademarks
Skin images, game names (Counter-Strike 2, Dota 2, Rust, Team Fortress 2 and others), Valve, Steam logos and other designations belong to their respective rights holders. They are used on the Platform solely for the purpose of identifying and displaying offers within the Services.
12Confidentiality
12.1. Mutual obligations
The parties undertake to protect each other's confidential information. The Client's confidential information includes, among other things, the Client's Customer data. The receiving party shall exercise a degree of care no less than that which it applies to its own confidential information of a similar nature, and in any event no less than reasonable care, in order to:
- limit disclosure of confidential information to only those persons and third parties to whom access is necessary and who are bound by a materially equivalent obligation of confidentiality;
- not use the confidential information for any purpose other than performing this Agreement.
12.2. Exceptions
The receiving party's obligations do not apply to information that:
- was lawfully in its possession before disclosure by the disclosing party;
- is or becomes publicly available not as a result of a breach of this Agreement;
- is lawfully obtained by the receiving party from a third party who is not bound by confidentiality obligations in respect of such information;
- is independently developed by the receiving party without use of the confidential information.
The receiving party may disclose confidential information to the extent required by applicable law, court order or regulatory act, subject (unless prohibited) to giving prior notice to the disclosing party and providing reasonable cooperation in applying protective measures.
12.3. Duration
The confidentiality obligations apply for the entire term of this Agreement and for 3 (three) years after its termination on any grounds. For information constituting a trade secret under applicable law, the obligations continue for as long as such information retains its trade-secret status.
12.4. Relationship with the Privacy Policy
The processing of personal data is additionally governed by our Privacy Policy, which forms an integral part of this Agreement.
13Limitation of liability
13.1. Neither party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential damages of any nature, including punitive or exemplary damages, lost profits, lost contracts, loss of goodwill, lost opportunities, loss of data, loss of revenue, or damage to third parties, regardless of foreseeability.
13.2. The aggregate liability of TradeOn b2b Merchant in contract, tort, negligence or otherwise arising out of or in connection with this Agreement in any 12-month period running from the effective date of the Agreement or any anniversary thereof (each — a "Contract Year") is limited to the lesser of: (i) EUR 10,000 (ten thousand euros) or (ii) the amount of fees and other payments actually paid by the Client to us for the relevant Contract Year.
13.3. Carve-outs
Nothing in this Agreement excludes or limits liability of either party for:
- fraud and fraudulent misrepresentation;
- death or personal injury caused by negligence;
- acts constituting a criminal offence or other unlawful acts not subject to limitation of liability under applicable law;
- wilful and malicious conduct;
- damage to tangible property;
- breach of confidentiality obligations;
- the indemnification obligations set out in this Agreement;
- to the extent such limitation is prohibited by applicable law.
13.4. Circumstances for which we are not responsible
We shall not be responsible for:
- failure of equipment, software or internet connection of the Client or the Customer;
- unforeseen circumstances impeding performance, or the threat of loss of funds or skins, despite reasonable precautions, including natural disasters, power outages, fires, floods, theft, equipment failures, hacker attacks, internal mechanical or systemic failures;
- acts or omissions of Steam, Valve, Liquidity Providers, payment systems, banks, communications providers, governmental authorities, or sanctions regimes;
- blocking of the Customer's Steam account, trade ban, trade hold, changes in Steam rules, Steam API failures, restrictions of external payment services, actions of rights holders;
- lost profits, anticipated revenue, decrease in the market value of skins, exchange rate differences and other indirect losses.
14Account suspension and blocking
We may, unilaterally and without prior notice, suspend, restrict or fully terminate the Client's access to the Services, the API, the account dashboard and the Balance (hereinafter — "Hold") in any of the following cases:
- if we have grounds to believe (in our sole discretion) that the information provided by the Client is false, incomplete, misleading or fraudulent, or that the Balance is being used in a prohibited manner;
- if funds available on the Balance (as determined by us in our sole discretion) should be directed to a person or entity other than the Client (for example, a lawful beneficiary or a person legally authorised to act on behalf of the Client);
- if we have grounds to believe that the Client is in breach of this Agreement, the Policies, an individual contract or applicable law;
- if we have grounds to believe (in our sole discretion) that there is suspicious or fraudulent activity, including attempts at hacking, theft, money laundering, circumvention of restrictions or use of someone else's payment instruments;
- where necessary to comply with a court order, decision, request, warrant or other lawful demand of a competent authority;
- in case of reputational, regulatory or operational risk to us or our partners in connection with the Client's activities;
- in case of technical reasons (incident investigation, restoration of integrity of credentials) requiring temporary suspension of access.
If a breach is confirmed, we may maintain the imposed restrictions for any period, cancel the results of the relevant operations, withhold disputed amounts and not refund funds or skins related to the unlawful activity. Where provided by applicable law, we may transfer information about identified breaches to competent authorities, payment partners and Liquidity Providers.
15Term and termination
15.1. Term
This Agreement enters into force from the moment of the Client's acceptance (section 1) and is concluded for an indefinite term, unless otherwise provided by the nature of the obligations, an individual contract or applicable law.
15.2. Termination by the Client
The Client may terminate this Agreement at any time without giving reasons by sending written notice to us by email at the address specified in the "Contacts" section, not less than 30 (thirty) calendar days before the intended termination date. This Agreement may be terminated earlier by mutual agreement of the parties.
15.3. Immediate termination by us
We may terminate this Agreement immediately (effective immediately):
- upon the Client's filing of a bankruptcy petition, the Client's insolvency, conclusion of an arrangement with creditors, appointment of an administrator or liquidation of the Client (voluntary — other than for reorganisation — or compulsory);
- upon a material breach of this Agreement not cured within 5 (five) business days after our written notice (if the breach is capable of remedy);
- upon breach of applicable law, a competent authority's decision or a court order;
- upon the Client's breach of the Policies or section 10 (Prohibited use);
- in case of reputational, regulatory or sanctions risk associated with continued cooperation;
- in any event with no less than 30 (thirty) calendar days' notice — without giving reasons.
15.4. Consequences of termination
From the date of termination of the Agreement, the Client's access to the Services, the API and the account dashboard ceases. The parties carry out a final settlement: a positive Balance not subject to disputed transactions or Client obligations is returned to the details indicated by the Client within a reasonable period, taking into account applicable compliance checks. Lost profits, integration costs and other indirect losses related to termination are not compensated.
15.5. Survival
The provisions of this Agreement which by their nature are intended to survive its termination (including, but not limited to, sections 9 (Representations and warranties in respect of consequences of false statements), 11 (Intellectual property), 12 (Confidentiality), 13 (Limitation of liability), 14 (Suspension), 17 (Governing law and disputes) and 18 (General provisions)) shall continue to apply after termination of the Agreement during the applicable limitation periods.
16Changes and service interruptions
16.1. Right to amend and discontinue
We reserve the right at any time and for any reason to change, modify or remove content of the Platform and the account dashboard, change API interfaces (with reasonable notice to the Client in the event of breaking changes), and discontinue specific features or Services in whole or in part. We shall not be liable to the Client or to third parties for any such changes, suspensions or discontinuations.
16.2. Availability
We do not warrant that the Platform, API and account dashboard will be available continuously and without interruption. Downtime may occur due to scheduled maintenance, hardware or software failures, hacker attacks or network infrastructure issues. The Client agrees that we shall not be liable for any losses, damage or inconvenience caused by the inability to access or use the Platform during downtime, discontinuation or other unavailability of the Services.
16.3. Changes to this Agreement
We may amend this Agreement at any time. The current version of the Agreement is published at /terms.html with the date of the last update. We notify the Client of material changes through the account dashboard and/or by email no less than 14 (fourteen) calendar days before they take effect.
Continued use of the Services after the changes take effect is deemed acceptance by the Client of the new version of the Agreement. If the Client does not agree with the changes, the Client must cease use of the Services and may terminate the Agreement under section 15.
16.4. Force majeure
The parties are released from liability for full or partial failure to perform obligations (other than monetary obligations) caused by force majeure circumstances, including natural disasters, military actions, acts of terrorism, acts of governmental authorities, sanctions restrictions, mass disruptions of Steam, Valve, payment systems or internet infrastructure, DDoS attacks, hacker attacks, telecommunications failures and other circumstances beyond the control of the parties.
17Governing law and dispute resolution
This Agreement and any disputes related to it are governed by the law of the Republic of Singapore without regard to its conflict of laws rules.
All disputes, disagreements or claims arising out of or in connection with this Agreement, including the questions of its performance, breach, termination or invalidity, shall be finally resolved by arbitration at the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC arbitration rules in force at the time. The seat of arbitration is Singapore. The language of arbitration is English. The arbitral award shall be final and binding on the parties.
Before referring a dispute to arbitration, the parties shall make reasonable efforts to resolve the disagreement through negotiations for no less than 30 (thirty) calendar days from the date of written notice of one party to the other of the occurrence of the dispute.
Notwithstanding the arbitration provisions, each party may apply to a competent court for interim or other provisional measures necessary to protect its rights before or during the arbitration proceedings.
The parties expressly waive the right to have their disputes resolved by jury trial and to participate in class actions to the extent permitted by applicable law.
18General provisions
18.1. Electronic communications
Visiting the Platform, sending us email, completing forms in the account dashboard and similar actions are recognised as electronic communications. The Client agrees to receive electronic communications and acknowledges that all agreements, notices, disclosures and other communications that we deliver to the Client electronically (by email or via the account dashboard) satisfy any legal requirements as to written form. The Client hereby consents to the use of electronic signatures, electronic contracts, electronic orders and other electronic records, and to electronic delivery of notices, policies and transaction records.
18.2. Priority of individual contract
If the parties have entered into a separate, direct written B2B agreement (Master Services Agreement, Service Order, Integration Agreement), the terms of such agreement prevail over this Agreement as regards the matters expressly addressed therein. Amendments to such signed agreement take effect upon signature by both parties.
18.3. Entire Agreement
This Agreement, its annexes, the applicable Policies and individual contracts signed by the parties constitute the entire agreement of the parties on the subject matter of the Agreement and supersede all prior oral and written agreements on the same subject.
18.4. Severability
If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be deemed amended to the minimum extent necessary to bring it into compliance with the law, or removed from the Agreement, while the remaining provisions remain in full force.
18.5. Assignment
The Client may not assign or transfer its rights and obligations under this Agreement to third parties without our prior written consent. We may assign or transfer our rights and obligations under the Agreement (in whole or in part) to affiliates or as part of corporate reorganisation without the Client's consent, with notice to the Client within a reasonable time.
18.6. Waiver
Any failure or delay by either party to enforce any right under this Agreement shall not be deemed a waiver of such right, and any single or partial exercise of a right shall not preclude its further exercise.
18.7. Independence of the parties
The parties are independent contractors. Nothing in this Agreement creates a joint venture, agency, representation, partnership or employment relationship between them.
18.8. Language
This Agreement is drawn up in Russian. In the event of preparation of translations into other languages, the Russian version shall prevail in interpretation, unless the parties have expressly agreed otherwise in writing.
19Contacts
On all matters relating to this Agreement, use of the Services, technical support and claims, the Client may contact us at:
- Commercial and general enquiries: b2b@tradeon.market
- Legal matters and claims: legal@tradeon.market
- Compliance / AML / KYC: compliance@tradeon.market
- Technical support: via the account dashboard and Telegram @TradeOnCM
Legal entity: TradeOn b2b Merchant Pte. Ltd.
Address: 1 Raffles Place, #20-61, One Raffles Place Tower 2, Singapore 048616
Registration number: to be provided upon official registration
Response times: no more than 10 (ten) business days for commercial and technical matters; no more than 30 (thirty) calendar days for legal claims and data subject requests.