CAKGLO LTD

Terms and Conditions of Business

International Trade & Sourcing Services

Effective Date: February 2025 | Version 2.0

Company

Cakglo Ltd

Registered in

England & Wales

Website

https://www.cakglo.com

Services

Import/Export Trading • Trade Consulting & Sourcing

Markets Served

Middle East, Africa, Europe (EU) & beyond

Governing Law

Laws of England and Wales

1. Introduction and Acceptance

Welcome to Cakglo Ltd (“Cakglo”, “we”, “us”, or “our”). These Terms and Conditions (“Agreement”) govern all business relationships, trade engagements, sourcing mandates, and use of our website located at https://www.cakglo.com.

By accessing our website, submitting an enquiry, entering into a sourcing arrangement, or engaging Cakglo for any import/export or trade consulting service, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.

These terms apply to all business-to-business (B2B) clients, trade partners, buyers, and suppliers working with Cakglo Ltd. If you do not agree to these terms, please discontinue use of our website and do not engage our services.

2. Definitions

In this Agreement, the following terms shall have the meanings ascribed to them:

• "Agreement" means these Terms and Conditions, together with any written Engagement Letter, Service Agreement, or Commercial Proposal issued by Cakglo Ltd.

• "Client" means any business entity, company, organisation, or authorised representative engaging Cakglo for trade or sourcing services.

• "Services" means import/export facilitation, trade consulting, supplier sourcing, procurement coordination, market entry advisory, and any ancillary international trade activities performed by Cakglo.

• "Goods" means any products, commodities, or materials sourced, traded, or facilitated through Cakglo’s services.

• "Incoterms®" means the International Commercial Terms published by the International Chamber of Commerce (ICC), as amended from time to time, governing risk and cost transfer in international trade.

• "Applicable Law" means the laws of England and Wales, relevant EU regulations (where applicable), and the laws of any jurisdiction in which the Client or trade partners operate.

• "Force Majeure Event" has the meaning ascribed in Clause 14.

3. Scope of Services

3.1 Import & Export Trading

Cakglo facilitates the purchase, sale, and movement of goods between the United Kingdom, the Middle East, Africa, the European Union, and other international markets. Our trading activities include but are not limited to:

• Identifying and qualifying international buyers and suppliers

• Negotiating commercial terms on behalf of or alongside clients

• Coordinating logistics, freight, and customs clearance with appointed third-party providers

• Managing Letters of Credit (LC), documentary collections, and other trade finance instruments

• Compliance checks in line with UK export controls, sanctions regulations, and destination-country import requirements

3.2 Trade Consulting & Sourcing

Cakglo provides advisory and sourcing services including:

• Market entry strategy and feasibility assessments for the Middle East, African, and EU markets

• Supplier identification, due diligence, and shortlisting

• Product sourcing and procurement coordination

• Trade route optimisation and regulatory guidance

• Supplier negotiations, sampling, and quality assurance facilitation

3.3 Service Exclusions

Unless expressly agreed in writing, Cakglo does not provide legal advice, financial advice, customs brokerage, freight forwarding, or insurance services directly. Where such services are required, Cakglo may introduce specialist third-party providers whose own terms and conditions shall apply.

4. Client Engagement & Commercial Proposals

All client engagements commence upon the execution of a written Engagement Letter or Service Agreement, or upon the Client’s written acceptance of a Commercial Proposal issued by Cakglo.

Commercial proposals, quotations, and fee schedules are valid for thirty (30) days from the date of issue unless otherwise stated. Cakglo reserves the right to revise proposals after this period, particularly in light of fluctuations in foreign exchange rates, commodity prices, freight costs, or regulatory changes.

The Client is responsible for providing accurate, complete, and timely information required for Cakglo to perform the Services. Cakglo shall not be liable for delays or errors resulting from inaccurate or incomplete information provided by the Client.

5. Fees, Invoicing & Payment Terms

5.1 Fee Structure

Fees for Cakglo’s services shall be as agreed in the applicable Engagement Letter or Commercial Proposal and may include:

• Retainer fees for ongoing trade consulting mandates

• Success fees or commissions upon completion of a trade transaction

• Project-based fees for defined sourcing or market entry engagements

• Disbursements and out-of-pocket expenses (travel, sampling, third-party costs) charged at cost

5.2 Payment Terms

• All invoices are due for payment within thirty (30) days of the invoice date unless otherwise agreed in writing.

• Payments shall be made in the currency specified on the invoice (typically GBP, USD, or EUR).

• Where a retainer is agreed, the first retainer payment is due prior to commencement of Services.

• For trade transactions, payment milestones shall be agreed in the Commercial Proposal and may be linked to delivery milestones or Incoterms® obligations.

5.3 Late Payment

Without prejudice to any other rights, Cakglo reserves the right to charge statutory interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8% above the Bank of England base rate, accruing daily from the due date until the date of actual payment. Cakglo may also suspend Services in the event of non-payment following fourteen (14) days’ written notice.

5.4 Taxes & Duties

All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties, which shall be added at the prevailing rate where applicable. The Client is solely responsible for any import duties, customs charges, tariffs, or local taxes applicable in the destination country.

6. International Trade Compliance & Regulatory Obligations

6.1 Export Controls & Sanctions

Cakglo operates in full compliance with UK export control legislation, including the Export Control Order 2008, the Trade Control and Dual-Use Regulation, and all UK and international sanctions regimes administered by His Majesty’s Treasury (OFSI), the United Nations Security Council, and the European Union.

The Client warrants that:

• All goods, technologies, and services requested are not subject to prohibited export or transfer restrictions

• End-users and end-uses disclosed to Cakglo are accurate and complete

• The Client is not a designated or sanctioned person, entity, or jurisdiction

• All necessary export licences have been obtained or the Client has confirmed that no licence is required

6.2 Incoterms®

All international trade transactions facilitated by Cakglo shall reference the applicable Incoterms® rule (e.g., EXW, FOB, CIF, DDP) as agreed in the Commercial Proposal. The agreed Incoterms® rule shall govern the allocation of risk, cost, and delivery obligations between the parties. Cakglo’s responsibility is limited to the services described in the Engagement Letter and does not extend to the physical delivery of goods unless expressly stated.

6.3 Anti-Bribery & Corruption

Cakglo operates zero tolerance towards bribery and corruption in all markets. All activities are conducted in compliance with the UK Bribery Act 2010. Clients and trade partners are expected to uphold equivalent standards. Cakglo reserves the right to terminate any engagement immediately upon reasonable suspicion of bribery, facilitation of bribery, or corrupt practices.

6.4 Anti-Money Laundering (AML)

Cakglo complies with the UK Money Laundering Regulations and Proceeds of Crime Act 2002. Prior to commencing Services, Cakglo may require the Client to submit Know Your Client (KYC) documentation, including but not limited to proof of identity, proof of address, corporate registration documents, and beneficial ownership information. Cakglo reserves the right to decline or suspend engagements where KYC requirements cannot be satisfied.

7. Intellectual Property

All intellectual property on the Cakglo website, including but not limited to text, graphics, logos, data, reports, and sourcing analyses, is the exclusive property of Cakglo Ltd and/or its licensors. All rights are reserved.

You are permitted to access website content for internal business reference only. You must not:

• Copy, reproduce, or republish any material from the Cakglo website for commercial or public purposes

• Sell, rent, sub-license, or redistribute Cakglo’s proprietary research, market reports, or sourcing data

• Reverse engineer, disassemble, or misappropriate any trade methodology, supplier database, or sourcing process developed by Cakglo

• Remove or alter any copyright, trademark, or proprietary notices from Cakglo materials

Any reports, analyses, supplier lists, or documents prepared by Cakglo specifically for a Client engagement remain the intellectual property of Cakglo until all fees are settled in full, at which point the Client is granted a non-exclusive, non-transferable licence to use such materials for their internal business purposes only.

8. Confidentiality

Both parties acknowledge that in the course of the engagement, each may receive or have access to information that is confidential, proprietary, or commercially sensitive (“Confidential Information”).

Each party undertakes to:

• Hold the other party’s Confidential Information in strict confidence

• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or professional advisors bound by equivalent confidentiality obligations

• Use Confidential Information solely for the purposes of the engagement

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years. Confidentiality shall not apply to information that is or becomes publicly available through no breach of this Agreement, or that is required to be disclosed by applicable law or regulatory authority.

9. Data Protection & Privacy

Cakglo Ltd is committed to protecting personal data in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Any personal data processed in connection with client engagements is handled in accordance with Cakglo’s Privacy Policy, available at https://www.cakglo.com.

The Client agrees that Cakglo may process personal data provided by the Client (including contact names and email addresses of authorised representatives) for the purposes of managing the commercial relationship, performing the Services, and complying with legal obligations.

9.1 Cookies

The Cakglo website uses cookies to personalise the user experience and support website functionality. By accessing the website, you consent to the use of required cookies. Optional cookies for analytics or marketing purposes may be accepted or declined via the cookie preference panel. Accepting required cookies also implies acceptance of any third-party cookies integrated into website functionality.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Cakglo’s total aggregate liability to the Client, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Cakglo in the three (3) months immediately preceding the event giving rise to the claim.

Cakglo shall not be liable for:

• Loss of profit, revenue, business, goodwill, or anticipated savings

• Indirect, special, incidental, or consequential losses

• Losses arising from the Client’s failure to obtain necessary import licences, permits, or regulatory approvals in the destination country

• Fluctuations in foreign exchange rates, commodity prices, or freight costs

• Delays or non-performance caused by third-party logistics providers, customs authorities, or port operators

• Loss or damage arising from inaccurate information provided by the Client

Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

11. Warranties & Representations

11.1 Cakglo Warrants That

• It has the authority, capability, and resources to provide the Services as described

• Services will be performed with reasonable skill and care in accordance with industry standards

• It holds and will maintain all licences and registrations required for its trading and consulting activities in the UK

11.2 Client Warrants That

• It is a duly incorporated and validly existing legal entity with authority to enter this Agreement

• All information provided to Cakglo, including product specifications, end-user declarations, and financial information, is accurate and complete

• It will comply with all Applicable Laws in its jurisdiction and in the jurisdiction of the trade transaction

• It will not engage Cakglo for any transaction that violates UK export controls, international sanctions, or trade restrictions

• It has obtained all necessary regulatory approvals, import licences, and certifications required in the destination market

12. Termination

Either party may terminate an ongoing engagement by providing thirty (30) days’ written notice to the other party, unless a shorter or longer notice period is specified in the Engagement Letter.

Cakglo may terminate this Agreement immediately and without notice if:

• The Client fails to pay any undisputed invoice within fourteen (14) days of a payment demand following the due date

• The Client commits a material breach of any provision of this Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of written notice

• The Client becomes insolvent, enters administration, receivership, or any form of insolvency process

• Cakglo has reasonable grounds to believe the engagement involves illegal activity, sanctions violations, or fraudulent conduct

Upon termination, the Client shall pay all outstanding fees for Services rendered up to the date of termination. Clauses relating to Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law shall survive termination.

13. Website Content, User Submissions & Hyperlinking

13.1 Website Content

Cakglo does not warrant that all information published on the website is accurate, complete, or up to date. The website is intended for general information purposes only and does not constitute professional trade, legal, or financial advice. Clients should seek independent professional advice before acting on any information contained on the website.

13.2 User Submissions & Comments

Where the website permits user submissions or commentary, Cakglo does not filter, edit, or pre-approve such content. Cakglo reserves the right to remove any submission that is inappropriate, offensive, commercially soliciting, or in breach of these Terms. By submitting content, you grant Cakglo a non-exclusive, royalty-free licence to use, reproduce, and edit such content across any media. You warrant that your submissions do not infringe any third-party rights or applicable laws.

13.3 Hyperlinking

Government agencies, search engines, news organisations, and accredited business directories may link to the Cakglo website without prior approval, provided that such links are not deceptive and do not falsely imply sponsorship or endorsement by Cakglo. All other link requests must be submitted in writing to Cakglo for approval. No Cakglo logo or branded artwork may be used in connection with any hyperlink without a signed trademark licence agreement.

14. Force Majeure

Neither party shall be in breach of this Agreement, nor liable for any delay or failure to perform any obligation, where such delay or failure results from events beyond that party’s reasonable control (“Force Majeure Event”), including but not limited to:

• Acts of God, natural disasters, pandemics, or epidemics

• War, armed conflict, terrorism, civil unrest, or government-imposed sanctions

• Port closures, trade embargoes, or customs authority delays

• Strikes, industrial action, or labour disputes affecting third-party service providers

• Failure of telecommunications, IT infrastructure, or payment systems

The affected party shall notify the other in writing as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected engagement by providing fourteen (14) days’ written notice, without liability to the other party for such termination.

15. Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation within thirty (30) days of one party notifying the other of the dispute in writing.

If the dispute cannot be resolved by negotiation, the parties agree to attempt mediation under the CEDR Model Mediation Procedure before commencing formal legal proceedings.

Nothing in this clause shall prevent either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

16. Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation. This does not prevent Cakglo from seeking enforcement of any judgement in any other jurisdiction.

17. General Provisions

• Entire Agreement: This Agreement, together with any Engagement Letter or Commercial Proposal, constitutes the entire agreement between the parties and supersedes all prior representations, agreements, and understandings.

• Amendments: Cakglo reserves the right to update these Terms and Conditions. The version published at https://www.cakglo.com at the time of each engagement shall apply. Material changes will be communicated to active clients in writing.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

• Waiver: No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.

• Assignment: The Client may not assign, transfer, or sub-contract any rights or obligations under this Agreement without Cakglo’s prior written consent. Cakglo may assign this Agreement to any successor entity or affiliate.

• Notices: All formal notices under this Agreement shall be in writing and delivered by email (with read receipt) or recorded post to the addresses specified in the Engagement Letter.

• Third Party Rights: This Agreement does not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

18. Disclaimer

To the maximum extent permitted by applicable law, Cakglo excludes all representations, warranties, and conditions relating to its website and any free informational content made available thereon. The exclusions and limitations set out in this Agreement are subject to the provisions of Clause 10 (Limitation of Liability) and do not apply to any liability that cannot be excluded or limited under applicable law.

Cakglo’s website is provided on an “as is” basis without warranties of any kind, express or implied. Cakglo does not guarantee the uninterrupted availability of the website and may modify, suspend, or discontinue website content at any time without notice.

Cakglo Ltd | Registered in England & Wales | www.cakglo.com

For commercial enquiries: enquiries@cakglo.com

© 2025 Cakglo Ltd. All rights reserved.