Terms of Service

These Terms of Service ("Terms") govern the relationship between Cedaris LLC ("Cedaris", "we", "us") and any business entity that applies for and is granted access to the dairy-broker.ai platform ("Platform", "Service"). The entity and its authorised representative(s) are collectively referred to as "you" or "Member".

• Company: Cedaris LLC (Nevada, USA, Entity ID E51379642025-4)
• Registered address: 732 S 6th St Ste N, Las Vegas, NV 89101, USA
• Contact: info@dairy-broker.ai · privacy@cedaris-ai.com (data protection)
• EU Representative (Art. 27 GDPR): Rik Hanssen. Postal address in the Netherlands available on request; email: rik.hanssen@dairy-broker.ai

The Platform is a technology-enabled B2B intermediary service for the trading of dairy commodity products including Skim Milk Powder (SMP), Whole Milk Powder (WMP), Butter, Anhydrous Milk Fat (AMF), Gouda, Cheddar, Mozzarella, Whey, Casein, Lactose, Buttermilk Powder (BMP), and Whey Protein Concentrate (WPC). The Service includes (i) WhatsApp-based AI brokerage, (ii) AI-assisted matching and negotiation, (iii) automated daily market routine messaging (briefing, updates, close-of-day summary, plus an email reminder if the briefing is unanswered), and (iv) a Cockpit web interface for account management, position oversight, and settings.

Cedaris acts solely as a broker and intermediary. Cedaris is not a party to any trade executed through the Platform and does not buy, sell, hold, or take title to any commodity. All trades are concluded directly between the buyer and the seller.

2.1 Eligibility

Access to the Platform is restricted to verified, legally registered commercial entities engaged in the wholesale dairy commodity trade. By registering, you represent and warrant that:

• you are a legally incorporated business entity in good standing;
• you have full legal authority to enter into binding commodity purchase or sale agreements;
• the individual completing registration is duly authorised to act on behalf of the entity;
• you are not subject to any sanction, embargo, or restriction that would prohibit participation in international commodity trade;
• you are at least 18 years of age (if an individual authorised representative).

2.2 Sanctions Screening

Cedaris regularly screens Members and their authorised representatives against applicable sanctions lists, including the United States OFAC Specially Designated Nationals (SDN) list, the EU Consolidated Financial Sanctions List, the UK HM Treasury Consolidated List, and any other sanctions or embargo regime applicable to the Platform. Where a Member or any of its representatives, beneficial owners, or affiliates is found to match a sanctions hit, Cedaris may suspend access immediately and without prior notice pending investigation. Cedaris is under no obligation to disclose the basis or outcome of such screening to the Member.

2.3 Application and Onboarding

Access is granted by invitation or via the application form at dairy-broker.ai/apply. Cedaris reserves the right to accept or reject any application at its sole discretion without obligation to provide reasons. Access is personal to each Member and may not be transferred.

Onboarding is conducted via WhatsApp. By completing onboarding (sending the AGREE confirmation in response to our onboarding flow), you confirm acceptance of these Terms and the Privacy Policy in the version current at that time. The version numbers and timestamps of your acceptance are recorded in our records.

2.4 Multi-Seat / Company Administrator Operation

Where you act as a "Company Administrator" and add additional users (each a "Sub-Seat") to your account by entering their name, WhatsApp number, business email, and job title, you represent and warrant that:

• you have obtained from each Sub-Seat individual any consent required under applicable data protection law to disclose their personal contact data to Cedaris;
• you have informed each Sub-Seat individual that their data will be processed by Cedaris in accordance with the dairy-broker.ai Privacy Policy, and that they will receive a WhatsApp onboarding message;
• each Sub-Seat is duly authorised to act on behalf of your entity and to submit positions, accept matches, and confirm trades within the limits you set;
• you remain responsible for all actions taken by Sub-Seats added to your account, including for the legal and financial consequences of any trade they confirm.

Cedaris will, on Sub-Seat creation, send the Sub-Seat individual a WhatsApp onboarding message and will not engage in any further proactive communication with the Sub-Seat until they have themselves confirmed acceptance of these Terms and the Privacy Policy. You agree to hold Cedaris harmless against any claim by a Sub-Seat, or by any third party on a Sub-Seat's behalf, alleging that the Sub-Seat's contact data was disclosed to Cedaris without proper authorisation.

2.5 User-Submitted Content (Logos, Profile Data)

Where you upload or supply content to the Platform (including but not limited to your company logo, profile information, free-form notes attached to positions, and any documents shared during a negotiation), you represent and warrant that you own or have all necessary rights to that content, that the content does not infringe any third party's intellectual property, trademark, privacy, or publicity rights, and that the content is not unlawful, defamatory, or misleading. You grant Cedaris a non-exclusive, worldwide, royalty-free licence to host, store, display, and transmit such content for the purposes of operating the Platform. You agree to indemnify Cedaris against any third-party claim arising out of the content you submit.

3.1 WhatsApp Channel and Daily Routine

The primary interface of the Platform is a WhatsApp-based AI broker (codenamed "Bo"). You interact with the Platform by sending messages to the designated WhatsApp number. All platform communications (including position submission, negotiation, and trade confirmation) occur via this channel unless otherwise specified.

As part of the Service, the Platform sends a daily market routine: a morning briefing at approximately 08:55 Amsterdam time on weekdays, mid-day market updates at approximately 11:00, 12:00 and 14:00 Amsterdam time (sent only after positive response to the morning briefing), and a close-of-day summary at approximately 17:00 Amsterdam time. An email reminder is sent at approximately 10:30 Amsterdam time if the morning briefing has not been answered. You may pause any single day or mute individual channels via the Cockpit settings or by replying OPT-OUT in WhatsApp.

Use of the WhatsApp channel is also subject to Meta Platforms' WhatsApp Business Terms of Service. Cedaris communicates with WhatsApp's infrastructure directly via the official WhatsApp Business Cloud API and is not responsible for disruptions caused by Meta or WhatsApp's infrastructure.

3.2 Cockpit Web Interface and Authentication

The Cockpit web interface, available under cockpit.dairy-broker.ai (or a successor URL), provides account-management functions including position oversight, settings, notification preferences, sub-seat administration, and access to your data export. Access to the Cockpit is secured through a magic-link or one-time-code login mechanism delivered via WhatsApp or email; you are responsible for keeping the device that receives the login link or code under your sole control.

3.3 Authorised Use

You may use the Platform solely to submit genuine buy or sell positions for dairy commodities for your own account or for accounts you are explicitly authorised to represent. The following uses are prohibited:

• submitting fictitious, speculative, or test positions on the live platform without the express written consent of Cedaris;
• using the Platform to manipulate prices or disrupt market integrity;
• disclosing your Platform access credentials or WhatsApp channel access to unauthorised third parties;
• automated querying, scraping, or reverse-engineering of the Platform;
• any use that violates applicable law, including but not limited to sanctions law, anti-money-laundering regulations, or competition law.

4.1 Firmness Levels

All positions submitted to the Platform carry one of the following firmness levels:

A position is upgraded to "firm" only by the Member's explicit instruction (e.g., by sending "firm" or "firm!" via WhatsApp). Cedaris's AI broker will never declare a position firm on your behalf.

4.2 The Snap Mechanism: Automatic Trade Execution

When both the buyer and the seller on a matched pair of positions have confirmed their respective positions as "firm" and both confirmations are received within a 15-minute time window ("Firm TTL"), the Platform automatically executes the trade ("Snap"). The Snap:

• creates a legally binding contract of sale between buyer and seller on the terms of the matched positions;
• sets the match status to "executed";
• reduces the respective open quantities of both parties' positions by the traded volume;
• triggers automatic dispatch of a trade confirmation via WhatsApp to both parties;
• triggers generation and dispatch of a trade contract document by email (where the feature is enabled).

Once a Snap has occurred, the trade cannot be cancelled or reversed by either party through the Platform. Any post-trade disputes are between buyer and seller directly. Cedaris is not liable for non-performance by either counterparty.

4.3 Liquidated Damages for Snap Default

If a Member fails to perform a Snap-executed trade within the agreed delivery period (whether as buyer failing to take delivery and pay, or as seller failing to deliver conforming goods), the defaulting Member shall pay liquidated damages equal to ten percent (10%) of the executed trade value (excluding VAT) to Cedaris, in addition to any actual damages incurred by the counterparty or by Cedaris. The parties acknowledge and agree that this amount represents a reasonable pre-estimate of the harm caused to platform integrity, counterparty trust, and Cedaris's ability to operate the brokerage service. The liquidated damages provision shall not preclude Cedaris or the counterparty from claiming additional actual damages exceeding this amount.

4.4 Firm TTL and Expiry

A firm position expires automatically after 15 minutes if no matching firm counterparty is found. Expiry of a firm position does not result in any liability. Once expired, the position reverts to indicative status unless otherwise specified.

4.5 Partial Fills

Where the traded volume is less than the full open position of either party, the remaining volume continues as an active position on the Platform unless the Member instructs otherwise.

4.6 Minimum Information Requirements

A position must contain at minimum the following fields before it can be used for matching or outreach: Product, Origin, Incoterm, Quantity (MT), Price (USD or EUR per MT), and Delivery Period. Incomplete positions are held in staging and are not presented to counterparties.

Unless the parties agree otherwise in a separate written contract concluded after trade execution, all trades executed through the Snap mechanism are governed by the current edition of the General Contract Terms for the Trade in Milk Products ("MPC Conditions"), as published by the relevant dairy industry body.

The parties are free to supplement or replace the MPC Conditions by entering into a separate bilateral contract after trade execution. Any such supplemental agreement is solely between buyer and seller. Cedaris has no role in, and bears no responsibility for, the negotiation, conclusion, or performance of any such supplemental contract.

Cedaris does not verify whether any trade executed through the Platform complies with the MPC Conditions or any supplemental agreement. Compliance with trade-level contractual obligations is the sole responsibility of the respective buyer and seller.

The Platform operates on a strict anonymity model. The following rules apply to all negotiations:

• The identity of a counterparty (name, company, telephone number) is never disclosed to the other party during an active negotiation.
• Price, quantity, product specification, origin, incoterm, and delivery period are shared between parties to the extent necessary to facilitate negotiation.
• Aggregate market data (price ranges, volume trends) may be shared only when derived from three or more participants at that price level.
• Member identity is disclosed only upon successful Snap, and only to the extent necessary for trade settlement and contract documentation.

You agree not to attempt to identify, contact outside the Platform, or otherwise circumvent the anonymity of any counterparty introduced through the Platform.

6.1 Liquidated Damages for Anonymity Breach

Any breach of the anonymity obligation in this Section 6 by Member (including but not limited to attempting to identify counterparties through external research, contacting counterparties outside the Platform during an active negotiation, or sharing aggregate market data with non-Members in violation of the three-participant rule) shall give rise to liquidated damages of EUR 50,000 per incident, payable to Cedaris in addition to any actual damages. The parties acknowledge that the anonymity model is the core proposition of the Platform, and that any breach materially harms Cedaris's ability to maintain trader trust.

6.2 Post-Termination Non-Solicitation

For a period of twenty-four (24) months following the termination of Member's account for any reason, Member shall not directly or indirectly solicit, contact, or transact with any counterparty that was first introduced to Member through the Platform, with respect to dairy commodity products of the same or similar specifications, except where Member can demonstrate that such counterparty was a known business contact of Member prior to introduction through the Platform. Breach of this obligation shall give rise to liquidated damages equal to fifteen percent (15%) of the value of any trade entered into in violation of this clause, payable to Cedaris.

7.1 Fee Structure Overview

Membership on the Platform is subject to a two-part fee structure: a recurring monthly subscription fee and a per-trade commission on executed volume. The specific rates applicable to your account are set out in your individual Fee Schedule, which is communicated to you by Cedaris at the time of onboarding or upon tier assignment.

7.2 Monthly Subscription Fee

A monthly subscription fee per authorised user is charged in advance at the beginning of each billing period. Each Sub-Seat added to your account under Section 2.3 counts as an authorised user and is subject to the per-user subscription fee. The subscription fee is determined by your membership tier and the number of active users on your account. Cedaris may offer multi-user discounts at its discretion as set out in your Fee Schedule.

7.3 Commission on Executed Trades

A commission fee is charged per metric tonne (MT) of commodity traded on the Platform following a Snap execution. Commission rates may vary by membership tier and traded volume. Volume thresholds (above which reduced commission rates apply) are specified in your Fee Schedule. Free monthly volume allowances may apply to certain tiers as set out in your Fee Schedule.

7.4 Membership Tiers

Cedaris assigns each Member a membership tier based on an assessment of the Member's expected trading behaviour, market contribution, and liquidity profile. Tiers reflect the level of market participation and carry differentiated fee rates and Platform feature access. Cedaris reserves the right to reassign a Member's tier at any time, subject to 30 days' written notice, based on observed trading behaviour and the Reliability Score.

Fee terms are individually determined and may vary between Members based on account profile, trading activity, market contribution, and Reliability Score. Each Member's applicable fee terms are set out in their individual Fee Schedule, which is confidential to that Member's account. Members acknowledge that other Members may be subject to different fee arrangements. Cedaris is under no obligation to apply uniform or equivalent fee terms across Members. Cedaris reserves the right to review and adjust a Member's fee terms upon 30 days' prior written notice. If a cumulative fee increase applied to a Member exceeds ten percent (10%) within any rolling twelve (12) month period, the Member shall have an extraordinary right to terminate this agreement with effect from the date the increase becomes effective, exercisable by written notice to Cedaris within fourteen (14) days of the announcement. Members have no entitlement to the most favourable fee terms applicable to any other Member, and may not use another Member's fee terms as a basis for renegotiation.

7.5 Quarterly Rebate Pool

High-volume Members contributing consistent market liquidity may qualify for a quarterly rebate on paid commission. Eligibility criteria and rebate percentages are specified in the applicable Fee Schedule. Rebates are applied as credits against future commission invoices.

7.6 Future Data Packages

Cedaris may introduce additional data and intelligence packages in the future. Such packages may include differentiated access to market data, indicator depth, and alert functionality by tier. These will be offered as opt-in additions to the existing fee structure and will be subject to separate pricing terms communicated at the time of release.

All fees are exclusive of applicable taxes. Cedaris reserves the right to amend its fee structure with 30 days' written notice. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the revised fees.

Invoices are issued electronically. Payment terms are 14 days net from invoice date unless otherwise agreed in writing. Late payments accrue interest at the rate of 1.5% per month.

Where the buying party has an established credit standing or where prior commercial dealings between the parties have followed customary payment terms (such as net 14 or net 30), the selling party shall not require advance payment, prepayment, or payment at the time of shipment unless expressly agreed in writing for the specific transaction. Standard industry payment practices take precedence unless the parties agree otherwise.

The Platform operates an automated Reliability Score for each Member. The Score reflects trading behaviour on the Platform, including consistency of position follow-through, rate of withdrawal, response times, and deal completion rate.

The Reliability Score is used to prioritise matching: when multiple matches are otherwise equivalent, higher-reliability Members are weighted ahead. This prioritisation step is automated. The final approval of a proposed match is performed by a human administrator, who may override the score-based ranking. The score does not on its own reject your bids or offers and does not determine whether you can access the Platform. The score is not disclosed to counterparties.

Members may view a summary of their own score in the Cockpit privacy page at /account/privacy. The Reliability Score constitutes automated processing within the meaning of Art. 22 GDPR. Members have the right to object to score-based prioritisation via the Cockpit privacy page (button "Profiling widersprechen") or by contacting privacy@cedaris-ai.com. On objection, your matching is performed without the score component; this may reduce match-priority but does not exclude you from the Platform.

Each Member represents and warrants, on an ongoing basis, that:

• all positions submitted are genuine and represent actual trading intent;
• the Member has, or will have at the time of trade execution, the capacity to fulfil any firm commitment (delivery of goods for sellers; payment for buyers);
• the Member complies with all applicable laws and regulations, including import/export controls, sanctions, food safety standards, and anti-money-laundering requirements;
• the commodities offered for sale are fit for purpose, conform to the stated specification, and are free from encumbrances;
• the Member's use of the Platform does not infringe any third-party rights;
• where the Member acts as Company Administrator, the warranties in Section 2.3 above apply on an ongoing basis to every Sub-Seat added to the account.

9.1 Audit Right

Cedaris may, upon at least seven (7) days' written notice and during normal business hours, request from Member documentation reasonably necessary to verify Member's compliance with these Terms, including: (a) corporate registration and ownership documents, (b) confirmation that Member is not subject to applicable sanctions or embargoes, (c) evidence of capacity to fulfil firm commitments (financial standing, supply chain readiness), and (d) records of compliance with applicable export, food safety, and anti-money-laundering regulations. Member shall provide such documentation within fourteen (14) days of the request. Failure to comply constitutes a material breach under Section 12.

9.2 Insurance

Member shall maintain, throughout its use of the Platform, professional indemnity and product liability insurance with coverage of at least EUR 100,000 per claim and EUR 500,000 in aggregate per calendar year, or such higher amount as is commensurate with the trade volumes Member commits to on the Platform. Member shall provide proof of insurance upon Cedaris's reasonable request.

9.3 Anti-Collusion

Members shall not coordinate, conspire, or otherwise collude with other Members to circumvent the Platform's anonymity model, matching mechanism, fee structure, or Reliability Score system. Prohibited collusive behaviour includes, without limitation: agreeing with another Member to flag third Members as avoid for the purpose of distorting match priorities, sharing Fee Schedule terms with other Members in violation of the confidentiality obligation in Section 7.4, or coordinating bid/offer activity with other Members for the purpose of price manipulation. Any breach of this Section 9.3 constitutes a material breach under Section 12 and shall give rise to liquidated damages of EUR 25,000 per incident, in addition to any actual damages and Cedaris's right to immediate termination.

10.1 No Trading Liability

Cedaris is an intermediary technology platform. Cedaris is not a party to any trade. Cedaris makes no representation as to the creditworthiness, performance capacity, or legal standing of any Member, and accepts no liability for non-performance, default, or dispute between buyer and seller.

10.2 No Liability for AI Matching, Extraction, or Operating-Mode Errors

The Platform uses AI-assisted services for various functions including message understanding, matching, and negotiation drafting. The Platform may operate in different modes of automation at Cedaris's discretion. Cedaris makes no warranty that any AI output is commercially suitable, correctly specified, or free from error. In particular, Cedaris accepts no liability for:

• incorrect classification of message intent;
• incorrect extraction of position fields (product, quantity, price, incoterm, origin, delivery period);
• incorrect inference of hard limits from your conversation;
• incorrect matching of positions due to errors in AI scoring or operating-mode behaviour;
• trades executed on the basis of misclassified product specifications, quantities, prices, or delivery periods;
• any loss or damage resulting from a Snap executed on terms that differ from the Member's actual intent, where the Member confirmed the position as firm.

It is the Member's sole responsibility to review the terms of any firm position before confirming it. Confirming a position as firm constitutes unconditional acceptance of the stated terms.

10.3 Platform Availability

Cedaris does not guarantee uninterrupted access to the Platform. Cedaris shall not be liable for losses arising from Platform downtime, delays, or technical failures, including failures of WhatsApp, Vercel, Supabase, Anthropic, Resend, or any other third-party infrastructure provider.

10.4 Liability Cap

To the fullest extent permitted by applicable law, Cedaris's total aggregate liability to any Member in connection with these Terms or use of the Platform shall not exceed the greater of: (a) the total fees paid by the Member to Cedaris in the 12 months preceding the claim; or (b) USD 50,000.

10.5 Exclusions

In no event shall Cedaris be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of business opportunity, or loss of data, even if Cedaris has been advised of the possibility of such damages.

10.6 Time Bar for Claims

Any claim against Cedaris under or in connection with these Terms must be notified in writing to Cedaris within twelve (12) months of the event giving rise to the claim. Claims notified after this period are time-barred and may not be enforced, except where applicable law mandates a longer notification period.

You agree to indemnify, defend, and hold harmless Cedaris and its officers, directors, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Platform in breach of these Terms; (b) any trade dispute between you and a counterparty; (c) your violation of any applicable law; (d) any misrepresentation made in connection with your application or position submissions; (e) any content you upload or supply (Section 2.4); or (f) any claim by a Sub-Seat or by a third party on a Sub-Seat's behalf concerning the disclosure or processing of the Sub-Seat's personal data (Section 2.3).

These Terms commence on the date access is granted and continue until terminated. Either party may terminate on 30 days' written notice. Cedaris may suspend or terminate access immediately and without notice where:

• a Member submits fictitious or manipulative positions;
• a Member fails to perform on a Snap-executed trade;
• a Member's Reliability Score falls below the published threshold (currently set at 30 out of 100) for a rolling period of sixty (60) days. Cedaris may adjust this threshold upon thirty (30) days' written notice;
• required by law, regulatory action, or court order;
• a Member materially breaches these Terms and fails to remedy such breach within 7 days of written notice.

Upon termination, all outstanding firm positions are cancelled. Completed trades are unaffected. Cedaris will provide a data export on request within 30 days of termination. Erasure of your personal data follows the rules set out in our Privacy Policy.

All intellectual property rights in the Platform, including but not limited to the software, AI models, matching algorithms, user interface, and branding, are owned by or licensed to Cedaris. You are granted a limited, non-exclusive, non-transferable licence to use the Platform solely for the purposes described in these Terms.

You retain ownership of the data you submit. By submitting positions and messages, you grant Cedaris a licence to process that data for the purposes of providing the Service and fulfilling legal obligations. Cedaris may also store Member-identifiable internal preference signals derived from your activity for internal matching purposes, as further described in the Privacy Policy, and may use de-identified historical interactions to improve the AI models in line with the Privacy Policy.

13.1 Anti-Reverse-Engineering and Anti-Scraping

You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform; (b) scrape, harvest, or systematically extract data from the Platform by automated means; (c) circumvent, disable, or otherwise interfere with security or access-control features of the Platform. Any breach of this clause shall constitute a material breach and shall give rise to liquidated damages of EUR 100,000 per incident, in addition to actual damages and Cedaris's right to immediate termination of access pursuant to Section 12.

Cedaris may amend these Terms at any time by providing 14 days' written notice (via email or WhatsApp message). The current and prior versions are kept on file with their effective dates; you may request a comparison from privacy@cedaris-ai.com. Your continued use of the Platform after the effective date constitutes acceptance. If you do not accept the amended Terms, you must cease use and notify Cedaris of termination.

These Terms are governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to its conflict of laws principles. For the avoidance of doubt, this governing law applies exclusively to all claims, disputes, and obligations arising between Cedaris and the Member under these Terms, regardless of the law applicable to any underlying trade executed between Members on the Platform.

Any dispute arising out of or in connection with these Terms shall first be submitted to good-faith negotiation between the parties. If not resolved within 30 days, the dispute shall be submitted to binding arbitration in Clark County, Nevada, under the rules of the American Arbitration Association (AAA), Commercial Arbitration Rules. The language of the arbitration shall be English. The arbitration award shall be final and binding.

Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Fee Schedule, constitute the entire agreement between Cedaris and the Member and supersede all prior agreements relating to the subject matter.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16.3 No Waiver

Failure by Cedaris to enforce any provision shall not constitute a waiver of the right to enforce it subsequently.

16.4 Force Majeure

Cedaris shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, acts of government, infrastructure failures, or pandemic.

16.5 Language

These Terms are available in English and German. In the event of any conflict or inconsistency between the two versions, the English version shall prevail.

16.6 Contact

Questions about these Terms: info@dairy-broker.ai

Data protection enquiries: privacy@cedaris-ai.com