Terms of Service

1. Acceptance of Terms

By accessing or using the Faktorist platform ("Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you may not use the Platform.

These Terms constitute a legally binding agreement between you and Faktorist Ukraine LLC (EDRPOU: 45683528), Lviv, Ukraine, together with its present and future affiliated, parent, subsidiary, and intermediary group companies (collectively, the "Faktorist Group") to the extent any of them operates, manages, or invoices a given service, subscription, fee, or token-related activity on the Platform. Please read these Terms carefully before creating an account or using any feature.

2. Platform Services

Faktorist provides the following services:

• Supplier Directory: Search and connect with 17,668+ verified suppliers
• Product Catalog: Browse 246,000+ wholesale products by HS code and category
• RFQ Marketplace: Submit and respond to requests for quotation
• Tender Board: Post open tenders with sealed competitive bidding
• Group Buying: Pool orders with other buyers to meet MOQ thresholds
• Logistics Hub: Freight forwarder directory by trade lane and transport mode
• CRM & Lead Management: Save suppliers, track inquiries, and manage the pipeline
• Lead Generation: AI-powered company search by name, domain, or registration code
• Company Verification (KYB): Business identity verification and trust scoring
• UAmbassador Program: Referral program with FTR token rewards and tier progression
• Sofiia AI Director: AI-powered matching, market intelligence, and trade assistance
• Blockchain Wallet: FTR token earning, staking, and on-chain trade records
• Export Academy: Free educational content on international trade
• Help Center: Knowledge base and support ticket system

3. Account Types & Registration

We offer the following account roles: Buyer, Supplier, Logistics Partner, and UAmbassador. You must register with accurate information and select the role that reflects your actual business purpose. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and update your information as your business circumstances change
• Keep login credentials confidential and not share them with third parties
• Notify us immediately of any unauthorised access to your account

4. Prohibited Conduct

You agree NOT to:

• Provide false, misleading, or fraudulent information about yourself or your business
• Impersonate another person, company, or entity
• Use the Platform for any illegal or unauthorised purpose
• Infringe on the intellectual property rights of Faktorist or any third party
• Transmit viruses, malware, or any harmful code
• Scrape, harvest, or systematically extract data without written permission
• Interfere with or disrupt the Platform or its infrastructure
• Submit spam, fake RFQs, or sham bids on the Tender Board
• Circumvent security measures, verification, or access controls
• Use automated bots to join Group Buy pools without genuine purchase intent
• Abuse the UAmbassador referral program with fake or self-referrals

5. Transactions Between Users

Faktorist facilitates connections and procurement processes but is not a party to any transaction between buyers and suppliers. You acknowledge that:

• All commercial contracts are directly between buyers and suppliers
• Faktorist does not guarantee the quality, safety, legality, or delivery of products
• Payment terms, Incoterms, and delivery conditions are negotiated between the parties
• You are responsible for conducting due diligence before committing to any purchase

6. Tender Board Rules

When using the Tender Board, the following additional rules apply:

• Buyers must post tenders in good faith with genuine procurement intent
• Suppliers may submit one sealed bid per tender before the deadline
• Sealed bids are not visible to other bidders or the buyer until the deadline passes
• After deadline, the buyer may award the contract or close the tender without awarding
• Faktorist does not guarantee that any tender will result in an award
• Fake, duplicate, or manipulative bids may result in account suspension

7. Group Buying Rules

When joining a Group Buying pool:

• Participation represents a commitment to purchase the stated quantity if the MOQ is met
• Payment is only triggered after the MOQ threshold is confirmed
• Faktorist is not responsible for disputes between the organiser and pool participants
• Pool listings that fail to reach MOQ by the deadline are automatically cancelled

8. Logistics Hub

The Logistics Hub is a directory service. Faktorist does not charge commission on logistics arrangements and is not a party to any freight or transportation contract. Faktorist does not verify the accuracy of freight forwarder rates, availability, or service levels. Users are responsible for verifying logistics partners independently.

9. FTR Token & Blockchain Wallet

Faktorist provides a platform utility token (FTR) governed by the following:

• FTR tokens are utility tokens — they are not securities, investments, or currency
• FTR tokens are earned by completing platform activities as defined in the Rewards program
• Staked FTR unlocks premium features; unstaking may be subject to a lock-up period
• Blockchain transactions are irreversible by design — Faktorist cannot reverse on-chain transfers
• The value of FTR tokens may fluctuate; Faktorist makes no representations about FTR value
• FTR emissions, custody, staking, and any related crypto-asset services may be operated by a separately licensed entity within the Faktorist Group (or by a regulated third-party provider engaged for that purpose) under the crypto-asset licences and authorisations applicable in the relevant jurisdiction. Where required, that entity will be identified to the user before the relevant on-chain activity is performed, and will act within the scope of these Terms and any supplementary crypto-asset terms it publishes. Changes to the FTR-issuing entity, custodian, or licensing structure do not affect already-earned token balances.

10. UAmbassador Program

The UAmbassador Program allows registered users to earn FTR token rewards by referring new users to Faktorist.

• Referral rewards are subject to the reward schedule published on the platform
• Self-referrals, fake accounts, or gaming the referral system is prohibited
• Faktorist reserves the right to modify reward amounts, tiers, and program rules
• Commission earnings are tracked in FTR tokens and credited to your wallet
• Abuse of the program may result in forfeiture of rewards and account suspension

11. Supplier Responsibilities

If you are a Supplier, you additionally agree to:

• Provide accurate product information, pricing, and availability
• Maintain all required trade licences, certifications, and export permits
• Respond to RFQs and tender invitations in good faith
• Not list prohibited, restricted, or illegal products or services
• Honour accepted quotations and contract terms
• Comply with all applicable export regulations and sanctions requirements

12. Fees, Subscriptions & Pricing

Some Platform features require a paid subscription. Free features include basic supplier search, RFQ submission, Tender Board access, Group Buying participation, and Logistics Hub access. The following subscription plans are available:

• Free plan ($0/month): Public supplier profile, up to 10 product listings, 3 RFQ responses/month, basic analytics, community support
• Starter plan ($49/month or $470/year): Up to 50 product listings, 20 RFQ responses/month, verification badge, counter-offer negotiation, Group Buy participation
• Professional plan ($149/month or $1,430/year): Up to 500 product listings, unlimited RFQ responses, AI Supplier Matching, DealArena live negotiations, Group Buy creation, tender analytics
• Enterprise plan ($499/month or $4,790/year): Unlimited listings, dedicated account manager, full API access, custom analytics, BAFO bidding, white-label verification

All prices are in US Dollars (USD) and include applicable taxes where required. Subscription fees are charged in advance on a monthly or annual basis. We may change fees with 30 days' notice. Failure to pay may result in downgrade to the free tier or account suspension.

13. Deal Room — Per-Deal Platform Fees & Commissions

Separate from subscription pricing, Faktorist may apply a platform fee or commission to individual transactions that are negotiated and closed inside a Deal Room. These fees compensate Faktorist for facilitation, matching, escrow coordination, verification, dispute resolution, and any additional services rendered for that specific deal. The following rules apply to every Deal Room without exception:

• Per-deal scope: any platform fee or commission applies only to the specific Deal Room in which it is disclosed. It does not attach to other deals, conversations, RFQs, tenders, or off-platform arrangements between the same parties.
• Per-role disclosure: where a fee or commission applies, it is expressed as a percentage (or fixed amount, where applicable) for each participating role — Buyer, Supplier, and any Logistics, Financial, or Inspection partner whose sub-offer has been accepted into the deal. Each role sees the percentage that applies to that role before acceptance is requested.
• Baseline: the default platform fee for all roles is zero (0%). Any non-zero fee is set and shown explicitly inside the Deal Room before acceptance is requested.
• Variable pricing: the applicable fee or commission for any given deal may depend on factors including but not limited to the product or service category, HS code, destination and origin markets, trade lane, transaction value, currency, Incoterms, payment terms, partner services bundled into the deal (logistics, financing, inspection, escrow, certification, customs brokerage), risk class, verification level of the parties, deal duration, complexity, regulatory exposure, sanctions screening cost, and any other algorithmic, market-based, or contractual factors Faktorist applies. The exact percentage shown to a party at the time of acceptance is the binding figure for that party for that deal.
• Subscription-tier discount: the platform fee applicable to a party in a Deal Room also depends on that party's active Faktorist subscription plan at the time the fee is presented. Higher-tier subscription packages benefit from progressively lower per-deal fees — the Free plan carries the highest baseline, the Starter plan a reduced rate, the Professional plan a further reduction, and the Enterprise plan the lowest rates (including, where applicable, fully waived fees on qualifying deals). Downgrades, upgrades, cancellations, or lapses in subscription do not retroactively change the percentage already accepted in an open Deal Room — they only affect new acceptances or re-acceptances triggered after the change takes effect.
• Acceptance required from every party: no Deal Room may be closed or finalized until every required party has expressly accepted (a) the prevailing platform Terms & Conditions version in force at the time and (b) the specific fee or commission percentage applicable to that party in that Deal Room. Acceptance is recorded individually for each role with a timestamp, the accepting user, the percentage snapshot, and the T&C version accepted.
• Snapshot binding: the percentage and T&C version captured at the moment of acceptance are the figures binding for that party. If Faktorist later adjusts the fee for that Deal Room, or publishes a new T&C version, affected parties are notified and must re-accept before the deal can be finalized. Until re-acceptance, the deal cannot close.
• Admin override: in limited circumstances (dispute resolution, goodwill credit, partner programs, pilot deals), an authorized Faktorist administrator may set, waive, or adjust the fee for a specific Deal Room and may, where permitted by these Terms, record acceptance on behalf of a party. Any such administrative action is logged in the Deal Room audit trail and remains visible to the affected parties.
• Billing & settlement: where applicable, accepted fees are collected at the milestones described in the Deal Room (for example, on payment release, escrow settlement, or shipment confirmation) and are itemized on the corresponding invoice. Settlement currency, payment method, and tax treatment follow the rules disclosed in the Deal Room and these Terms.
• No retroactive charges: a fee that was not disclosed and accepted inside the Deal Room before closure cannot be charged retroactively to that deal. New fee structures only apply to new Deal Rooms or to existing rooms after a fresh acceptance cycle.
• Transparency: at any time before acceptance, any party may inspect, question, or decline the proposed fee. Declining means the deal does not proceed to finalization in that Deal Room — no party is ever silently committed to a commission they have not explicitly accepted.
• Operating entity: the Platform and its commercial activities — including subscriptions, per-deal commissions, intermediary fees, partner-service margins, and any related invoicing or settlement — may be operated, managed, or invoiced by Faktorist Ukraine LLC and/or by any present or future affiliated, parent, subsidiary, or intermediary entity within the Faktorist Group, in line with the structure described in Section 22. The specific Faktorist Group entity acting as your counterparty for a given subscription, Deal Room fee, or settlement is identified on the corresponding invoice or in the Deal Room itself. Each Faktorist Group entity acts within the scope of these Terms, and references to "Faktorist" throughout this document are to be read as references to the Faktorist Group entity actually rendering the service in question.

By proceeding with a transaction inside a Deal Room, each party acknowledges that Faktorist's role in that transaction includes the facilitation services described above and agrees that the platform fee or commission accepted in the Deal Room is the consideration owed to Faktorist for those services in respect of that specific deal.

14. Refund & Cancellation Policy

We offer a 30-day money-back guarantee for all paid subscription plans. The following refund and cancellation terms apply:

• You may cancel your subscription at any time from your account settings or by contacting support at [email protected]
• If you cancel within 30 days of your initial purchase or most recent renewal, you are entitled to a full refund of the fees paid for that billing period
• After the 30-day period, no refunds will be issued for the current billing period, but your subscription will remain active until the end of the paid period
• Refund requests should be submitted via email to [email protected] or through the Help Center. Refunds are processed within 5-10 business days to the original payment method
• Plan downgrades take effect at the start of the next billing cycle — you retain access to your current plan's features until then
• Faktorist reserves the right to issue refunds at its discretion for service disruptions, billing errors, or other exceptional circumstances
• Annual subscriptions cancelled after 30 days will not be refunded on a prorated basis unless required by applicable consumer protection laws

15. Service Delivery & Access

Faktorist provides a digital B2B trade platform accessible via the internet. The following terms govern service delivery:

• All Platform services are delivered digitally — there is no physical product or shipment associated with a Faktorist subscription
• Upon successful subscription payment, access to the corresponding plan features is activated immediately
• The Platform is available 24/7, subject to scheduled maintenance windows (announced in advance) and force majeure events
• Platform response times and system availability are monitored continuously; our target uptime is 99.5% per calendar month
• Customer support is available via email ([email protected]), AI assistant Sofiia (24/7), and Help Center. Priority support is available on Professional and Enterprise plans
• Faktorist does not guarantee delivery of physical goods traded between buyers and suppliers on the Platform — delivery terms are negotiated between the trading parties and governed by the applicable Incoterms

16. Intellectual Property

All Platform content, software, design, trademarks, and trade data aggregations are owned by Faktorist and protected by applicable intellectual property laws. You may not:

• Copy, reproduce, or distribute Platform content without written permission
• Use Faktorist trademarks or branding without authorisation
• Reverse-engineer, decompile, or create derivative works from our software
• Export or systematically download trade data for use in competing products

17. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAKTORIST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING DAMAGES RESULTING FROM TRADE TRANSACTIONS, LOGISTICS ARRANGEMENTS, OR TENDER OUTCOMES FACILITATED THROUGH THE PLATFORM.

19. Termination

We may suspend or terminate your account at any time for violation of these Terms. Upon termination:

• Your right to use the Platform ceases immediately
• Active tenders or group buy pools you organise may be cancelled
• FTR tokens in your wallet will remain accessible per applicable blockchain rules
• Provisions that should survive termination remain in effect

20. Governing Law

These Terms are governed by the laws of Ukraine, without regard to conflict of law principles. Any disputes shall be resolved in the competent courts of Ukraine.

21. Changes to Terms

We may modify these Terms when we add new services (e.g. Escrow, Factoring, eCustoms). Material changes will be communicated with at least 30 days' notice. Your continued use after the effective date constitutes acceptance of the updated Terms.

22. Data Protection & Privacy

How we collect, use, share and protect your personal data is explained in our Privacy Policy and our Cookie Policy, which are incorporated into these Terms by reference. By using the Platform you acknowledge that your personal data is processed as described in those documents.

Those documents are kept separate from these Terms for the purpose of consent: accepting these Terms is not, and does not amount to, consent to any processing that requires your consent under data-protection law (such as analytics or marketing cookies, or electronic marketing). Any such consent is requested and recorded separately — for example through our cookie banner or a specific opt-in — and you may withdraw it at any time without affecting your use of the Platform.

23. Business Entity, Faktorist Group & Contact Information

The Faktorist Platform is operated by Faktorist Ukraine LLC together with its present and future affiliated companies (collectively, the "Faktorist Group"). The principal operating entity is:

• Legal entity: Faktorist Ukraine LLC (Товариство з обмеженою відповідальністю «Факторіст Юкрейн»)
• EDRPOU (ЄДРПОУ): 45683528
• Legal address: P/O Box 2222, 79008 Lviv, Ukraine (а/с 2222, 79008 м. Львів, Україна)
• Email: [email protected]
• Phone: +380 73 369 6160
• Website: https://faktorist.com
• Group structure: in addition to Faktorist Ukraine LLC, the Platform and its commercial activities may be operated, managed, or supported by other present or future affiliated, parent, subsidiary, intermediary, or specially licensed companies within the Faktorist Group, established in Ukraine or in other jurisdictions. The Faktorist Group entities may include, without limitation: (a) entities that manage user subscriptions and subscription billing; (b) entities that act as intermediaries for per-deal commissions, partner-service margins, escrow flows, factoring, and other settlement-related activities arising from Deal Rooms; (c) entities holding the necessary crypto-asset, virtual-asset-service-provider (VASP), e-money, or equivalent licences and authorisations to issue, custody, exchange, or otherwise handle the FTR utility token and any related on-chain activity; (d) entities providing supporting services such as compliance, KYB/KYC, payments, marketing, technology, or customer support. Faktorist may add, remove, restructure, or reassign roles among Faktorist Group entities at any time, including by engaging duly licensed third-party service providers where regulation requires.
• Counterparty identification: the specific Faktorist Group entity acting as your counterparty for a given service is identified on the corresponding invoice, in the Deal Room, in the FTR wallet interface, or in the supplementary terms applicable to that service. Where no specific Faktorist Group entity is identified, Faktorist Ukraine LLC is the default counterparty.
• Invoicing: the entity issuing an invoice for a Platform subscription, Deal Room fee, intermediary fee, or any other charge is the Faktorist Group entity stated on that invoice. Tax treatment, billing currency, and VAT/withholding rules follow the law and registration of the issuing entity. The default invoicing entity, where not otherwise indicated, is Faktorist Ukraine LLC.
• Continuity of these Terms: any addition, change, or substitution of a Faktorist Group entity does not by itself alter your rights and obligations under these Terms. Already-paid subscriptions, accepted Deal Room fees, and earned FTR balances are preserved across Faktorist Group reorganisations. Material changes that affect your contractual counterparty for an ongoing service will be communicated under Section 21 (Changes to Terms).