Legal terms

Nui Brasil Ltd ("Nui") provides website features and other services to authorized Participants to facilitate trading activities through a digital marketplace.

By using Nui Services and/or accessing the digital marketplace as a Participant, you agree, on behalf of yourself and/or the legal entity, company, affiliate, or client you represent, to these Terms of Use. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Use.

1. Definitions

1.01 "Access Agreement" means the binding agreement entered into by and between Participant and Nui whereby Participant agrees to these Terms of Use and other supplemental agreements and Policies in consideration for access to the Nui Services, Nui Website, and Nui Marketplace.

1.02 "Bid" means a Participant's indication of an intent to accept an Offer to enter into a Contract to buy goods on the Nui Marketplace.

1.03 "Broker-dealer" means person engaged in the business of buying and selling securities under the Securities Exchange Act of 1934.

1.04 "Buyer" means a person or entity who buys or contracts to buy goods.

1.05 "Contract" means a binding agreement to buy or sell goods entered between Participants on the Nui Marketplace.

1.06 "Contract Confirmation" means an e-mail notification to the Parties evidencing a Contract made on the Nui Marketplace to buy and sell goods.

1.07 "Counterparty" means a Participant who has entered into a Contract with an opposing Party.

1.08 "INCO Terms" means the most recently published Incoterms rules (which are the Incoterms 2020 rules as of June 1, 2022) published by the International Chamber of Commerce that determine the responsibilities of buyers and sellers for the delivery of goods under sales contracts.

1.09 "Nui Services" means the digital and business solutions provided by Nui to Participants, including transaction facilitation, data analytics, trade and activity dashboards, and reporting tools.

1.10 "Nui Intellectual Property" means all legally protectable intellectual property owned, created, or rightfully used by Nui, including but not limited to the Nui Website, the Nui Marketplace, computer code, software, trademarks, copyrights, and patents.

1.11 "Nui Marketplace" means the web page or location within a Nui Website that enables authorized Participants to make Bids, Offers, and Contracts to buy and sell goods.

1.12 "Nui Website" means the digital platform provided by Nui and accessed by Participants that includes publicly available information, Policies, Terms of Use, and Participant Contract Terms & Conditions. The Nui Website may also include a "Log In" mechanism that enables authorized Participants to access the Nui Marketplace. For purposes of these Terms of Use, a "Nui Website" shall include Nui trading platforms built specifically for Nui clients as well as Nui platforms that provide an open marketplace for Participants.

1.13 "Merchant" means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by his or her occupation holds himself or herself out as having such knowledge or skill.

1.14 "Offer" means a Participant's indication of an intent to enter into a Contract to sell goods on the Nui Marketplace.

1.15 "Participant" means a legal entity or natural person who is authorized to buy or sell goods on the Nui Marketplace.

1.16 "Party" means a Participant who enters into a Contract with a "Counterparty" Participant on the Nui Marketplace.

1.17 "Participant Contract Terms & Conditions" means the Terms & Conditions attached as Exhibit A which Buyer and Seller agree shall apply to the Contract between Buyer and Seller unless expressly superseded, in whole or in part, by alternative written agreement(s) between Buyer and Seller.

1.18 "Policy" means the policy or policies posted or otherwise communicated by Nui that apply to the activities taking place on and regarding the Nui Website and Nui Marketplace.

1.19 "Seller" means a person or entity who sells or contracts to sell goods.

2. Accessing the Nui Marketplace

2.01 Registration: Potential Participants may gain access to the Nui Marketplace and Nui Services by registering on the Nui Website and complying with Nui's application process. During the registration, the potential Participant provides required information, agrees to these Terms of Use and applicable Policies (e.g. Privacy and Confidentiality Policies), and other terms and conditions.

2.02 Establishment of Credit: Nui may require a Participant to establish creditworthiness prior to accessing the Nui Marketplace. Potential Participants agree to provide all information required to determine creditworthiness and credit limits and consent to a credit check by Nui or a third-party. Potential Participant authorizes Nui or its agent to take whatever measures are required at its discretion to confirm the correctness of Potential Participant's supplied information, including but not limited to periodically requesting and obtaining Participant credit and financial information from such sources as may be relevant to access Participant's creditworthiness. Nui reserves all rights to restrict Participant's access to the Marketplace at any time if, in Nui's judgement, Participant's creditworthiness is uncertain.

3. Bid/Offer/Contract Process

3.01 Participants access the Nui Website online and access the Nui Marketplace by signing in using their confidential account credentials. Participants can generally enter Bids and Offers at any time via the Nui Marketplace. Bids and Offers are anonymous. If a Bid and Offer are matched, an irrevocable Contract is instantaneously entered into between the Bidding Party and the Offering Party and both Parties are informed of the Contract via a Contract Confirmation e-mail. Nui is not a party to the Contract. The Contract Confirmation contains relevant information about the Contract, including the names of each Party.

4. Applicability of Participant Purchase & Sale Terms & Conditions & Revised Code of Washington, Title 62A, Uniform Commercial Code.

4.01 All Participants agree that the "Participant Contract Terms and Conditions" attached as Exhibit A shall apply to all Contracts made on the Nui Marketplace except if and to the extent that additional or different terms are expressly agreed upon by the Parties. In addition, the Parties agree that, except as otherwise expressly agreed in writing between the Parties, the Revised Code of Washington, Title 62A, Uniform Commercial Code ("the UCC") shall apply to all Contracts made on the Nui Marketplace. In the event of a conflict between the terms of the express agreements of the Parties, these Participant Contract Terms & Conditions, and the UCC; The express agreements of the Parties shall control, the Participant Contract Terms and Conditions shall control thereafter, and the UCC shall control if neither of the prior sources addresses the issue presented.

5. Counterparty De-select

5.01 The Nui Marketplace's default setting is that all Participants may enter Contracts with all other Participants. When a new Participant obtains access to the Nui Marketplace, a pop-up message will enable Participants to de-select the new Participant as a Counter Party, thereafter, disabling the ability of the de-selecting Participant and the de-selected Participant from engaging in a Contact. When a Participant is de-selected by another Participant, there is an opportunity for the de-selected Participant to send a "Connection Request" to the de-selecting Participant. Additional communication opportunities may be provided.

6. Fees & Fee Payments

6.01 Subscription Fees: Participants agree to pay a Subscription Fee in consideration for access to the Nui Marketplace and Nui Services. The Subscription Fee amount shall be as determined by Nui and agreed to by Participant, depending on the Nui Services, the number of users, and other factors.

6.02 Other Fees: Participant agrees to pay Other Fees as may be determined by Nui from time to time.

6.03 Fee Payments: Participant shall pay all Nui fees within 14 days of Nui's invoice date. If the invoice is not paid within 14 days, Nui reserves the right to suspend access to the Nui Marketplace, to terminate the Participant's ability to access the Nui Marketplace, and to pursue other remedies for default.

7. Term, Termination & No Assignment

7.01 The Access Agreement between Nui and Participant shall be for an initial period and shall automatically renew for additional periods indefinitely unless Participant provides Nui with written notice of its intent to terminate, with such notice delivered at least 45 calendar days prior to the last day of the then-effective term. Participant may deliver effective written notice by sending a notice of termination e-mail to Nui at Nui's designated e-mail address.

7.02 Participant's access rights under the Access Agreement may be automatically terminated without notice for failure to comply with any of its terms, or the terms of any applicable Policies. In case of such termination, Nui may immediately revoke Participant's access to the Nui Marketplace and Services. Nui's failure to insist upon or enforce strict compliance with these Terms of Use shall not constitute a waiver of any of its rights.

7.03 Client may not assign or transfer any rights or obligations hereunder, whether by merger, acquisition, or otherwise, without the prior written consent of Nui (through its Chief Executive Officer or General Counsel).

8. Relationships between Participants, Nui, and Third Parties

8.01 Nui provides access to the Nui Website, Nui Marketplace, and Nui Services to Participants. Nui does not engage in, advise, or otherwise recommend any transaction between Participants and such transactions are made at the sole discretion of the Participants. Contracts made between Participants within the Marketplace are solely regarding the purchase and sale of goods for physical delivery and are made directly and solely between those Participants. Nui is not responsible for examining or evaluating, and does not warrant, the offerings of any Participants or such Participant's ability to perform its obligations under any Contract. All risks associated with or arising from any Contract occurring within the Marketplace are solely borne by the Parties to the Contract, including but not limited to performance risk, price risk, credit risk, or other risk that may adversely affect the Contract or the Parties thereto.

8.02 There are no fiduciary duties owed by or between the Participants and Nui and Participants expressly agree that Nui is not and shall not be any Participant's advisor, agent, broker or fiduciary in regard to any Contract. Nui does not assume any responsibility or liability for the actions or inactions of the Participants, or the representations or misrepresentations of Participants. Nui's preliminary credit check of Participant and on-going rights to determine creditworthiness SHALL NOT be relied upon the Participants when deciding to engage in a Contract with any Participant. There are no third-party beneficiaries to this Agreement.