U-Match — Access Disclaimer & Platform Terms
IMPORTANT — READ CAREFULLY. By clicking “I Agree”, you confirm that you have read, understood, and agree to be bound by these Access Disclaimer & Platform Terms (the “Terms”). If you do not agree, do not access or use the Platform.
1. Definitions
1.1. “Platform” means the electronic system, website, APIs, applications, connectivity, messaging, data, content, and related services made available by Numerco Limited (“Platform Operator”, “we”, “us”, “our”).
1.2. “Participant” means any person or entity (and its authorised users) accessing the Platform.
1.3. “Member-to-Member Transaction” means any transaction negotiated, indicated, arranged, or executed bilaterally between Participants, including any transaction in U3O8 for spot delivery (or any other product the Platform may display).
2. Platform is a Tool Only
2.1. The Platform is provided as a technology tool to facilitate transactions between Participants. The system is a tool with the user bearing responsibility for trading decisions and outcomes.
2.2. We are not a party to any Member-to-Member Transaction and do not (and will not be deemed to): (a) act as principal, fiduciary, or advisor for any Participant; (b) operate a central counterparty, clearing service, settlement service, escrow, custody, or payment service; or (c) guarantee performance, delivery, title, quality, specifications, payment, creditworthiness, or settlement of any Participant.
2.3. All Member-to-Member Transactions are entered into solely at Participants’ own risk, on terms they negotiate bilaterally (including any master agreements, confirmations, logistics, title transfer, inspection, and payment terms).
3. No Advice; Own Judgement
3.1. Nothing on the Platform constitutes investment advice, trading advice, legal, tax, accounting, regulatory, or other professional advice.
3.2. You are solely responsible for: (a) evaluating the merits, risks, suitability, and appropriateness of any transaction; (b) obtaining independent professional advice as needed; and (c) ensuring your internal approvals, mandates, and controls (including trading limits) are in place.
4. Eligibility and Authority
4.1. You represent and warrant that: (a) you have full power and authority to enter into these Terms and any Member-to-Member Transaction; and (b) each user accessing the Platform on your behalf is duly authorised and trained.
4.2. You are responsible for all activity conducted under your credentials and for maintaining secure access controls.
5. Regulatory and Compliance
5.1. You are solely responsible for compliance with all laws, rules, and regulations applicable to you, including sanctions, export controls, nuclear material safeguards, AML/CTF, and competition law.
5.2. You represent and warrant that you will not use the Platform to transact with any sanctioned person or prohibited destination, or engage in conduct that would cause us to breach applicable sanctions/export control regimes.
6. Data and Content — “As Is”
6.1. The Platform may display indicative bids/offers, market colour, and reference data. All content is provided “as is” and “as available”. We do not warrant that content is accurate, complete, timely, or fit for any purpose.
6.2. You acknowledge that electronic systems are subject to inherent limitations (overloads, delays, interruptions). You are solely responsible for verifying all transaction details independently before acting.
7. Outages and Errors
7.1. We do not guarantee continuous, uninterrupted, timely, secure, or error-free operation.
7.2. You acknowledge that missed trades, duplicated actions, delays, or erroneous displays can occur, and you accept those risks.
8. Liability for Transactions
8.1. We are not responsible for (and will have no liability arising from) any Participant’s statements, defaults, disputes, or any logistics, shipping, storage, or regulatory approvals relating to U3O8.
8.2. Participants must resolve disputes directly with each other.
9. Fees and Taxes
9.1. Any fees payable to us are as separately agreed. You are responsible for your own taxes, duties, and levies.
10. Limitation of Warranties
To the maximum extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for purpose, non-infringement, accuracy, completeness, and availability.
11. Limitation of Liability
11.1. Nothing in these Terms excludes liability for fraud or fraudulent misrepresentation.
11.2. Subject to clause 11.1, we will not be liable for: (a) indirect, consequential, special, punitive, or exemplary damages; (b) loss of profit, revenue, business, goodwill, data, or opportunity; or (c) losses arising from outages, cyber incidents, or counterparty defaults.
11.3. Aggregate Cap: Our total aggregate liability to you arising out of or in connection with the Platform and these Terms shall not exceed the total fees you paid to us for Platform access in the 12 months immediately preceding the event giving rise to the claim.
12. Indemnity
You agree to indemnify and hold harmless the Platform Operator against all claims, liabilities, and expenses (including legal fees) arising from your breach of these Terms, your Member-to-Member Transactions, or your violation of law.
13. Termination and Changes
We may suspend or terminate access immediately if we reasonably believe it is necessary for security or compliance. We may amend these Terms at any time; continued use constitutes acceptance.
14. Intellectual Property
We retain all rights in the Platform. No rights are granted except the limited right to access and use the Platform in accordance with these Terms.
15. Governing Law
These Terms are governed by the laws of England & Wales. The courts of England & Wales shall have exclusive jurisdiction.
U-Matched, Voice, Heard Traded