Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Africa Metals & Minerals Commodities Limited ("AMMC," "we," "us," or "the Company"), governing your access to and use of the AMMC platform at africametalsminerals.com and all associated services. By registering, accessing, or transacting on the platform, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must immediately discontinue use of the platform.

2. Company Model & Platform Structure

AMMC operates as a principal-led, closed-loop trade infrastructure for metals, minerals, petrochemicals, and industrial commodities sourced from Africa. AMMC is the sole buyer of record from Sellers and the sole seller of record to Buyers. No direct contractual, commercial, or legal relationship exists between Buyers and Sellers at any stage of the transaction:

• Buyers purchase exclusively from AMMC. AMMC is the contracting seller to every Buyer. All invoices, shipping documents, and commercial documentation are issued by or on behalf of AMMC. Buyers have no claim, recourse, or right of action against any upstream Seller or supplier
• Sellers (Suppliers) sell exclusively to AMMC. AMMC is the contracting buyer from every Seller. Sellers have no visibility into, claim upon, or recourse against any downstream Buyer. Sellers' sole commercial relationship is with AMMC
• Agents operate within AMMC's referral and sourcing network. Agents do not hold title to goods, negotiate pricing independently, act as principals, or represent AMMC in any contractual capacity unless expressly authorized in writing. Agents have no direct relationship with Buyers or Sellers outside their referral function

All trade flows, payments, logistics coordination, documentation, and settlement occur within AMMC's closed-loop infrastructure. Each party's contractual counterparty is AMMC alone. No party may circumvent the platform to transact directly with counterparties introduced through AMMC. Any attempt to do so constitutes a material breach of these Terms.

3. User Categories & Obligations

3.1 Buyers

By registering as a Buyer, you agree to:

• Provide accurate business credentials, KYC documentation, and proof of legitimate commercial purpose
• Place orders and make payments exclusively through the AMMC platform
• Accept that all pricing is indicative until confirmed by AMMC in writing or through the platform's order confirmation system
• Complete payment or escrow deposit within the timeframes specified at order confirmation; failure to do so entitles AMMC to cancel the order without liability
• Inspect goods within the agreed inspection window upon delivery; failure to raise documented objections within this period constitutes acceptance
• Not contact, solicit, or transact with any Seller or Agent introduced through the platform outside of AMMC's infrastructure for a period of twenty-four (24) months following the last transaction

3.2 Sellers (Suppliers)

By registering as a Seller, you agree to:

• Submit accurate product specifications, grade certifications, test reports, and provenance documentation
• Supply commodities that conform strictly to the specifications agreed upon at the time of order acceptance
• Accept that AMMC reserves the right to reject, return, or renegotiate pricing for goods that fail quality inspection or do not meet agreed specifications
• Acknowledge that payment from AMMC to Seller is contingent upon successful verification, quality clearance, and Buyer acceptance — not upon shipment alone
• Not contact or transact with Buyers introduced through AMMC outside the platform for a period of twenty-four (24) months
• Bear full responsibility for the accuracy of product listings, including mineral type, purity, origin, and available quantity
• Comply with all applicable export regulations, mining licenses, and environmental standards of the country of origin

3.3 Agents

By registering as an Agent, you agree to:

• Act solely as a referral and sourcing facilitator within AMMC's network; Agents have no authority to bind AMMC, negotiate terms, or execute contracts on AMMC's behalf
• Commissions are earned only upon successful completion and settlement of transactions referred through the platform
• Commission rates are set by AMMC at its sole discretion and may be adjusted with prior notice
• Commission payouts are subject to a clearance period and are released only after escrow settlement of the underlying transaction
• Override commissions on sub-agent referrals are granted at AMMC's discretion and may be revoked or modified at any time
• Agents shall not misrepresent their relationship with AMMC or hold themselves out as employees, officers, or partners of the Company
• AMMC reserves the right to terminate any Agent relationship and forfeit unpaid commissions in the event of fraud, misrepresentation, or breach of these Terms

4. Pricing, Payment & Settlement

All pricing displayed on the platform is indicative and subject to confirmation by AMMC. Final pricing is determined at the point of order confirmation and may reflect prevailing market conditions, logistics costs, and applicable fees.

• Buyers pay AMMC directly as the seller of record. AMMC settles with Sellers and Agents according to internal settlement schedules, which are not disclosed to other parties
• Payments are processed through AMMC's approved payment infrastructure. AMMC does not store payment card details; all card processing is handled by certified third-party providers
• AMMC reserves the right to hold, delay, or withhold payment to any party pending investigation of disputes, compliance concerns, or quality issues
• Prices are quoted in USD unless otherwise specified. Currency conversion is applied at AMMC's prevailing rate at the time of settlement
• AMMC may apply processing fees, platform fees, logistics markups, and other charges as disclosed at the point of transaction
• Refunds, if granted, are at AMMC's sole discretion and may be subject to deductions for inspection costs, logistics expenses already incurred, and administrative fees

4.1 Chargeback & Payment Dispute Waiver

By transacting on the AMMC platform, all Users expressly acknowledge and agree to the following:

• All payments made to AMMC are for the purchase of physical commodities under a bona fide commercial transaction between the Buyer and AMMC as the seller of record. Users waive any right to initiate chargebacks, payment reversals, or payment disputes through their bank, card issuer, payment processor, or any financial intermediary for goods or services received or contracted through the platform
• The Buyer acknowledges that AMMC's internal dispute resolution process (Section 9) is the exclusive and sole remedy for any dissatisfaction, quality concern, delivery issue, or pricing dispute. Filing a chargeback or payment reversal outside of AMMC's dispute process constitutes a material breach of these Terms
• In the event a Buyer initiates a chargeback, payment reversal, or bank dispute contrary to these Terms, the Buyer shall be liable to AMMC for: (a) the full transaction amount; (b) all chargeback fees, bank penalties, and administrative costs incurred by AMMC; (c) a liquidated damages amount equal to 20% of the disputed transaction value to compensate for operational disruption, reputational harm, and administrative burden; and (d) any legal costs incurred by AMMC in recovering such amounts
• AMMC reserves the right to immediately suspend the Buyer's account, withhold any pending orders or refunds, offset amounts owed against any balances held, and report the Buyer to relevant credit agencies and industry databases upon the filing of any unauthorized chargeback or payment reversal
• Buyers further acknowledge that commodities are sourced, verified, and shipped based on confirmed payment, and that chargebacks after goods have been dispatched or delivered cause irreversible financial harm to the trade chain. This clause survives termination of these Terms
• Where AMMC determines in good faith that a refund is warranted, AMMC will process such refund directly through the platform. Buyers agree that this voluntary refund mechanism is the only legitimate path to payment recovery and supersedes any right to initiate external payment disputes

4.2 Recurring Orders

Both standard product orders and bulk requests may be placed as a one-time purchase or as a recurring order with scheduled repeat deliveries. Recurring orders are subject to the following terms:

• Recurring orders are available to registered buyers only. Guests may only place one-time orders
• Buyers choose between two payment arrangements at the time of setup: Pay in Full, where the full contract value is held in escrow by AMMC's payment provider and released to AMMC one cycle at a time as each delivery is fulfilled, or Pay Per Cycle, where the Buyer pays for each delivery individually as it comes due
• For Pay Per Cycle orders, the Buyer is notified, and sent a payment link, 72 hours before each cycle's payment due date. For Pay in Full orders, the Buyer is notified 72 hours in advance and asked to approve that cycle's escrow release
• Payments do not roll over. A cycle's payment is never merged into or carried forward onto the next cycle
• If a scheduled payment is not received, or an escrow release is not approved, within 7 days of its due date — a grace period matching the shortest available billing frequency (weekly) — the entire recurring order is automatically cancelled, including all remaining future cycles. Any amount held in escrow for cycles not yet delivered is refunded to the Buyer
• Buyers may cancel a recurring order at any time. Cycles already paid for and fulfilled are not affected; for Pay in Full orders, any unused escrow balance for cycles not yet delivered is refunded

5. Escrow & Trade Settlement

AMMC operates an escrow-based settlement system for qualified transactions. Escrow protects all parties by ensuring funds are released only upon completion of verified trade milestones:

• Funds are held by AMMC or its designated escrow partner until predefined milestones are satisfied
• Milestones may include product verification, quality inspection, shipment confirmation, customs clearance, and delivery acknowledgement
• AMMC retains sole discretion over milestone verification and fund release decisions
• In the event of a dispute, escrowed funds will be held until resolution is reached through AMMC's dispute process; neither party may demand unilateral release
• Interest or yields accrued on escrowed funds, if any, are retained by AMMC as part of platform operating costs

6. Logistics, Shipment & Risk Transfer

AMMC coordinates logistics through its platform infrastructure but does not operate as a carrier, freight forwarder, or insurer. Risk allocation is governed as follows:

• Risk of loss and title to goods transfers based on the agreed Incoterm for each transaction; the default term is FOB (Free On Board) at the port of origin unless otherwise specified
• AMMC is not liable for delays, damage, or loss caused by third-party carriers, port authorities, customs agencies, or events beyond reasonable control
• Transit times provided on the platform are estimates only. AMMC makes no guarantee of specific delivery dates
• Buyers opting for "Ship in Buyer Name" service acknowledge that additional compliance, documentation, and insurance obligations transfer to the Buyer
• Claims for damaged or short-delivered goods must be documented with photographic evidence and reported within forty-eight (48) hours of delivery
• AMMC's liability for logistics-related claims is limited to the lesser of the logistics fee charged or the documented loss

7. Non-Circumvention & Exclusivity

All Users acknowledge that AMMC's trade network, supplier relationships, buyer introductions, and agent connections constitute proprietary business assets. Users agree not to circumvent the platform to engage directly with any party introduced through AMMC for a period of twenty-four (24) months from the date of last interaction. Violation of this clause entitles AMMC to liquidated damages equal to fifteen percent (15%) of the gross value of any transaction conducted in breach, in addition to any other remedies available at law. This obligation survives termination of the User's account.

8. Quality Assurance & Product Verification

As the buyer of record from Sellers and the seller of record to Buyers, AMMC maintains rigorous compliance and quality control standards across the entire trade lifecycle. Buyers and Sellers have no direct relationship with each other — all verification, claims, and recourse flow exclusively through AMMC. To uphold the integrity of every transaction, AMMC employs a multi-layered verification framework:

8.1 AMMC Testing & Verification

• AMMC conducts independent testing, assaying, and verification of commodities either through its own facilities or through accredited third-party laboratories and inspection partners appointed at AMMC's sole discretion
• The scope, method, and frequency of testing are determined by AMMC based on commodity type, transaction value, origin risk profile, and regulatory requirements
• AMMC may engage internationally recognized inspection agencies including but not limited to SGS, Bureau Veritas, Intertek, Alfred H Knight, or regional equivalents as verification partners
• All verification activities are conducted in accordance with applicable industry standards (e.g., ISO, ASTM, LME specifications) as determined appropriate by AMMC

8.2 Verification Stages

Commodities transacted through the platform may be subject to the following verification stages, at AMMC's discretion:

• Pre-Shipment Inspection (PSI): Verification of grade, weight, purity, and packaging at the point of origin before dispatch
• Loading Supervision: Oversight of loading operations to confirm quantities and condition of goods
• In-Transit Monitoring: GPS tracking, seal verification, and chain-of-custody documentation during transit where applicable
• Discharge & Arrival Inspection: Independent confirmation of quantity, quality, and condition upon arrival at the destination port or warehouse
• Documentary Verification: Cross-referencing of certificates of analysis, certificates of origin, bills of lading, and export permits against declared specifications

8.3 Seller Obligations

• Sellers bear full and sole responsibility for the accuracy, authenticity, and completeness of all product documentation, test reports, certificates of analysis, and provenance records submitted through the platform
• Sellers must provide unrestricted access to AMMC or its appointed inspectors for sampling, testing, and verification at origin, loading, and any intermediate storage facility
• Submission of fraudulent, falsified, or materially misleading documentation constitutes a material breach and shall result in immediate account termination, forfeiture of pending payments, and potential referral to relevant authorities
• Where AMMC testing reveals material deviation from declared specifications, the Seller shall bear all costs of re-testing, return logistics, re-grading, and any price adjustments applied by AMMC

8.4 Limitation on Verification Liability

• While AMMC exercises commercially reasonable diligence in its verification processes, AMMC's testing and inspection activities are conducted as a facilitative measure and do not constitute a warranty, guarantee, or certification of commodity quality, fitness for purpose, merchantability, or compliance with any Buyer's specific end-use requirements
• AMMC's approval of a product listing, issuance of verification status, or release of escrow funds following inspection does not transfer liability for product quality from the Seller to AMMC
• Buyers are advised and encouraged to conduct their own independent verification through third-party agencies of their choosing, particularly for high-value transactions, specialized end-use applications, or where regulatory compliance in the Buyer's jurisdiction requires specific certifications
• In no event shall AMMC's liability arising from or related to any verification activity exceed the lesser of: (a) the verification fees actually charged for the specific transaction, or (b) 2% of the transaction value in question
• AMMC shall not be liable for indirect, consequential, incidental, or punitive damages arising from reliance on any verification report, test result, or inspection finding, including but not limited to production losses, downstream contract failures, or reputational harm

8.5 Dispute on Quality

• Quality disputes must be raised within forty-eight (48) hours of goods arriving at the agreed delivery point, accompanied by photographic evidence, independent test results, and a detailed written description of the non-conformity
• AMMC reserves the right to appoint an independent referee laboratory or inspector whose findings shall be final and binding on both parties, with costs borne by the party whose position is not upheld
• Pending resolution of any quality dispute, AMMC shall retain escrow funds and may, at its sole discretion, suspend further transactions involving the disputed commodity or Seller

9. Dispute Resolution

In the event of any dispute arising from or relating to transactions on the platform:

• The aggrieved party must first submit a written complaint to AMMC within fourteen (14) days of the event giving rise to the dispute
• AMMC will review the dispute and issue a determination within thirty (30) business days. AMMC's determination is final and binding on all platform-related matters
• If a party is dissatisfied with AMMC's determination, the dispute shall be referred to arbitration under the Arbitration and Mediation Act of Nigeria
• The seat of arbitration shall be Abuja, Nigeria. The language of arbitration shall be English
• Each party shall bear its own costs of arbitration unless the arbitrator orders otherwise
• Users waive any right to participate in class actions or collective proceedings against AMMC

10. Prohibited Activities

The following activities are strictly prohibited and constitute grounds for immediate account termination and potential legal action:

• Trading in conflict minerals, sanctioned goods, or commodities from prohibited origins
• Fraudulent listing of commodities, falsification of test reports, or misrepresentation of product specifications
• Money laundering, terrorist financing, or circumvention of international sanctions
• Circumventing the platform's payment, escrow, or settlement systems
• Direct solicitation of counterparties introduced through AMMC outside the platform
• Unauthorized access to other Users' accounts, data, or proprietary information
• Use of the platform for speculative price manipulation or market abuse
• Any activity that violates applicable local, national, or international laws and regulations

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• AMMC shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to the use of the platform or any transaction conducted through it
• AMMC's total aggregate liability for any claim shall not exceed the platform fees actually received by AMMC for the specific transaction giving rise to the claim
• AMMC is not liable for losses arising from commodity price fluctuations after order confirmation, Seller default or non-delivery, third-party logistics failures, regulatory or government actions, or force majeure events
• AMMC provides the platform on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, or non-infringement
• Users acknowledge that commodity trading carries inherent commercial risks, and participation on the platform constitutes acceptance of such risks

12. Indemnification

You agree to indemnify, defend, and hold harmless AMMC, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from your use of the platform, your breach of these Terms, your violation of any applicable law, your misrepresentation of product specifications or business credentials, or any dispute between you and a third party related to transactions facilitated through the platform.

13. Intellectual Property

All content, technology, trade processes, pricing algorithms, supplier databases, buyer networks, and proprietary methodologies on the platform are the exclusive property of AMMC. No User acquires any intellectual property rights through use of the platform. Users grant AMMC a non-exclusive, royalty-free license to use product images, descriptions, and documentation submitted to the platform for the purpose of facilitating trade and marketing AMMC's services.

14. Confidentiality

All transaction details, pricing information, counterparty identities, trade volumes, and commercial terms disclosed through the platform are confidential. Users shall not disclose such information to any third party without AMMC's prior written consent. AMMC reserves the right to share User information with regulatory authorities, law enforcement, or legal advisors as required by applicable law or in connection with dispute resolution.

15. Account Suspension & Termination

AMMC reserves the right to suspend, restrict, or terminate any User account at its sole discretion, with or without notice, for any reason including but not limited to violation of these Terms, suspected fraud, compliance concerns, repeated disputes, or inactivity. Upon termination, any pending commissions, unsettled payments, or escrowed funds will be handled in accordance with AMMC's internal settlement procedures. Outstanding obligations survive termination. Users may request account closure by contacting support, subject to completion of all pending transactions and obligations.

16. Amendments

AMMC reserves the right to amend these Terms at any time by posting the revised version on the platform. Continued use of the platform after such posting constitutes acceptance of the amended Terms. Material changes will be communicated via email or platform notification. It is the User's responsibility to review the Terms periodically.

17. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Subject to the arbitration provisions in Section 9, the courts of competent jurisdiction in Abuja, Nigeria shall have exclusive jurisdiction over any legal proceedings arising from or relating to these Terms or the use of the platform.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

19. Contact Information

For questions, complaints, or legal notices regarding these Terms of Service: