Terms of Service

Version 3.1-draft · Last updated: 22 October 2026

Draft — pending legal review. Version 3.1-draft, prepared 2026-10-22. This draft has not yet been approved by counsel; bracketed items are placeholders to be confirmed.

1. Who we are and how these Terms fit together

These Terms of Service ("Terms") are provided by [Legal entity name and registration number — to be confirmed], operating ColdMatch Group ("ColdMatch", "we", "us"), part of Global B2B Group. Operator details are set out in our Legal Notice.

These Terms apply to everyone who uses the ColdMatch website, tools, forms, buyer portal and services. The Buyer Terms and Supplier Terms add rules for each role, and the RFQ Terms apply to each request for quotation. Personal data is handled under our Privacy Policy, Cookie Policy and Data Protection & GDPR page, which these Terms do not limit. If documents conflict, the order of precedence is: (1) a written agreement signed by ColdMatch and you; (2) the Buyer Terms or Supplier Terms; (3) the RFQ Terms; (4) these Terms; (5) other policies.

2. Business use only

The service is offered for business-to-business use. By using it you confirm that you act for a company, public body or other organisation (or as its authorised representative), that you are at least 18 years old and that you have authority to submit the information you provide. The service is not intended for consumers. Nothing in these Terms removes any right that cannot be excluded or limited under the law that applies to you.

3. What ColdMatch does

Depending on the project, ColdMatch may provide the following services:

• Planning resources: guides, calculators, cost baselines, checklists and other information to help buyers prepare a project.
• RFQ preparation: forms and tools to describe capacity, temperatures, products, site, power, refrigerant, scope, timeline and budget.
• Validation and organisation: the ColdMatch team reviews the request, may ask clarifying questions and prepares a structured project brief. ColdMatch's sourcing review is intended for projects of USD 250,000 or more.
• Supplier outreach on the buyer's behalf: the ColdMatch team identifies suppliers it considers suitable, contacts them and shares the project information they need to respond.
• Coordination: clarification questions and supplier responses are passed through ColdMatch. There is no direct buyer–supplier messaging through the platform before an introduction.
• Organised comparison: responses are presented side by side with evidence labels (see section 7). Supplier identities are masked (for example "Proposal A") until ColdMatch approves an introduction.
• Introductions: where ColdMatch approves an introduction and the parties agree, contact details are exchanged so the buyer and supplier can negotiate and contract directly.
• Financing introductions: with the buyer's consent, qualified projects may be introduced to independent financing partners (see section 13).

Unless agreed in a written document signed by ColdMatch and the relevant party, ColdMatch does not sign contracts, accept or reject offers, or make binding commitments on behalf of any buyer or supplier.

4. What ColdMatch does not do

Unless ColdMatch expressly agrees otherwise in a signed written contract for a specific project, ColdMatch does not act as the manufacturer, seller of record, importer, exporter, distributor, EPC contractor, installer, commissioning party, operator of any facility, logistics or freight party, insurer, lender or certification body. ColdMatch does not receive, hold or transfer payments between buyers and suppliers for supply, installation or service contracts. Supplier information published on the website is informational; buyers are not connected to suppliers through it, and ColdMatch does not release supplier contact details for a project until it approves an introduction.

5. Contracts are formed only between buyer and supplier

RFQs, project briefs, supplier responses, comparisons and introductions are not offers or acceptances and do not create a contract for supply, installation, construction, logistics, financing or services. Such a contract is formed only when the buyer and the supplier (or other third party) sign their own written contract. ColdMatch is not a party to that contract unless it signs it. Price, scope, delivery, warranty, payment, liability and every other commercial term are governed by that contract.

6. Fees

The service is free for buyers. Applying as a supplier is free. If a deal closes, the selected supplier pays ColdMatch a success fee set out in a separate written agreement with that supplier. The success fee does not decide which suppliers are contacted or included in a comparison.

7. Verify before you rely

Planning estimates, cost baselines, calculator outputs, AI-generated content, machine translations, market data, guides and supplier-submitted information are provided for information. They are not engineering design, a quotation, a guarantee or professional advice. Final design and specifications must be prepared or approved by qualified engineers engaged by the contracting parties, and every figure should be confirmed before it is relied on.

In comparisons, each value carries an evidence label:

• Supplier-submitted — as stated by the supplier; not independently checked by ColdMatch.
• Checked by ColdMatch — compared by the ColdMatch team against the document or brief named in the note. This is not a certification, audit or engineering approval.
• ColdMatch estimate — a planning estimate using the stated assumption; not a supplier price or commitment.
• Pending — not yet provided or not yet reviewed.

ColdMatch does not claim that suppliers are vetted or verified, and does not guarantee availability, price, savings, certification, insurance cover or performance.

8. Your general responsibilities

• Provide accurate, lawful and complete information, and keep it up to date.
• Use the service only for genuine commercial projects and in line with the Acceptable Use Policy and Marketplace Rules.
• Comply with applicable sanctions, export-control, anti-bribery, anti-money-laundering, competition and data-protection laws.
• Keep confidential any non-public project, pricing or supplier information you receive through ColdMatch and use it only for the project concerned.
• Not attempt to access non-public areas, scrape data, impersonate anyone or interfere with the service.

9. Responsibilities follow each party's real role

Obligations under law fall on the party that holds the relevant role in a project — for example manufacturer, importer, distributor, installer, EPC contractor, operator, employer or carrier. The Buyer Terms and Supplier Terms describe the main responsibilities of buyers and suppliers. Nothing in these Terms transfers to buyers or suppliers any statutory duty that ColdMatch itself owes, including its data-protection obligations and responsibility for its own statements.

10. Review, suspension and fraud prevention

ColdMatch may review any account, RFQ or application and may request documentation where appropriate. We reserve the right, to the extent permitted by applicable law, to reject, restrict, suspend or terminate any RFQ, application, session or account we reasonably suspect involves fraud, fake companies, identity theft, false technical information, counterfeit equipment, sanctions or export violations, money laundering, terrorist financing, corruption, IP infringement or misuse of the service. See the Acceptable Use Policy and AML / Sanctions / Anti-Bribery Policy.

11. Intellectual property

The platform, its content, code, design and trademarks are owned by ColdMatch or its licensors and protected by applicable law. You keep the rights in information you submit and allow ColdMatch to use it to provide the service described in these Terms and in the Privacy Policy.

12. Third-party and AI-generated content

Certain platform content is generated with the assistance of artificial intelligence or aggregated from third-party sources and is provided for information only. See the AI & Third-Party Content Disclaimer.

13. Financing services disclaimer

ColdMatch Group is not a lender, bank, financial institution, credit provider, investment advisor or regulated financial services provider in any jurisdiction. The platform operates solely as a technology, sourcing and business introduction platform.

• The platform does not provide loans, credit, leasing, factoring, trade finance, financial advice, investment advice or any regulated financial service.
• The platform does not negotiate, underwrite, approve, price or guarantee any financing, and does not act as a credit intermediary or broker of record.
• Financing requests submitted through the platform may, subject to the user's explicit consent, be shared with independent third-party financing providers for evaluation purposes only.
• Any financing decision, eligibility assessment, underwriting, due diligence, pricing, terms, security requirements and contractual arrangements are determined solely by the independent third-party financing provider.
• Any financing agreement, if entered into, exists exclusively between the user and the independent third-party financing provider. ColdMatch Group is not a party to any such agreement.
• Users are solely responsible for conducting their own legal, tax, financial, regulatory and commercial due diligence, including assessment of the financing provider.
• ColdMatch Group assumes no liability for financing decisions, lender actions or inaction, defaults, project failures, foreign exchange movements, regulatory changes, sanctions, insolvency or disputes between the user and any financing provider.
• Nothing on the platform constitutes an offer, solicitation or recommendation to enter into any financing, credit, investment or insurance transaction.

14. Liability

14.1 Liability that is not limited. Nothing in these Terms, the Buyer Terms, the Supplier Terms or the RFQ Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for: (a) death or personal injury caused by negligence, where that liability cannot be excluded; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence, where the law does not permit exclusion; (d) breach of statutory duties that cannot be excluded, including data-protection obligations; (e) ColdMatch's own acts or omissions where exclusion is not legally permitted; (f) a party's obligation to pay amounts due; or (g) rights under mandatory consumer law, where it applies.

14.2 Third parties' contracts and performance. Subject to 14.1, ColdMatch is not liable for the acts, omissions, products, services, insolvency or contracts of suppliers, installers, EPC contractors, operators, logistics parties, insurers, financing partners or other third parties, except to the extent loss is caused by ColdMatch's own breach of these Terms or of applicable law.

14.3 Indirect loss. Subject to 14.1, neither ColdMatch nor you is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, data or goodwill, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. This section does not limit your payment obligations, your indemnity under section 15, or your liability for misuse of the service or of ColdMatch's intellectual property.

14.4 Cap. Subject to 14.1, ColdMatch's total aggregate liability to you arising out of or in connection with the service in any 12-month period is limited to the greater of: (a) the fees you actually paid to ColdMatch in the 12 months before the event giving rise to the claim; and (b) [fixed amount — to be confirmed by counsel].

14.5 Availability. To the extent permitted by law, the website and tools are provided "as is" and "as available"; ColdMatch does not promise uninterrupted or error-free operation.

15. Indemnities

Each party (ColdMatch and you) will indemnify the other against losses, damages, fines and reasonable legal costs arising from a third-party claim to the extent the claim is caused by the indemnifying party's breach of these Terms or violation of applicable law. Suppliers give an additional indemnity for claims relating to their products and documents in the Supplier Terms. The party seeking indemnity must notify the other promptly, allow it reasonable control of the defence and settlement (without admitting liability on its behalf), cooperate reasonably and take reasonable steps to mitigate loss.

16. Incidents, recalls and regulator requests

Where a safety incident, product recall, safety notice, refrigerant release or request from a regulator or authority concerns a project coordinated through ColdMatch, each party will cooperate reasonably and promptly, share information it lawfully holds and may share, and direct technical matters to the party responsible for the product or work concerned.

17. Force majeure

ColdMatch Group shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, cyber-attacks, strikes, sanctions, embargoes, regulatory action, infrastructure or utility failure, or third-party service outages.

18. Changes to these Terms

We may update these Terms. Each version shows its number and date. When you submit an RFQ or application, we record the versions you accepted; that version applies to that submission unless you agree to a later version. Updates apply to new submissions and to continued use of the website after they are published.

19. Language

These Terms are written in English. Translations are provided for convenience, may reflect an earlier version and are not updated automatically. If a translation differs from the English version, the current English version prevails.

20. Governing law & disputes

ColdMatch Group is operated from the Republic of Cyprus. These Terms are governed by the laws of the Republic of Cyprus, except where mandatory local law of the user's country of residence applies. Any dispute against ColdMatch must be brought individually; class actions are waived to the extent permitted by law. Disputes regarding any equipment or service must be brought against the Supplier that performed or was contracted to perform it. See our Legal Notice for full operator and jurisdiction details.

Subject to any non-derogable rights available to users under mandatory local law, the parties submit to the exclusive jurisdiction of the competent courts of the Republic of Cyprus for any dispute arising out of or in connection with the platform or these Terms.

[Draft note: governing law, jurisdiction and operating-entity details are carried over from version 3.0 and are to be confirmed by counsel.]

21. General

If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision applies to the maximum extent permitted. A failure or delay in exercising a right is not a waiver. You may not transfer your rights under these Terms without our written consent. All rights not expressly granted are reserved.

22. Contact

legal@coldmatchgroup.com