Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the Origin Trade platform, operated by Origin Group ("Origin Trade", "we", "us", or "our"). Origin Trade is AI for physical commodity trading and brokerage, providing deal management, document generation, automated workflows, compliance tracking, logistics monitoring, and intelligent insights. By accessing or using the Platform, you agree to be bound by these Terms.

Related: Privacy Policy.

1. Definitions

• "Account" means an account registered to access the Services.
• "Authorized User" means an individual user authorized by a Customer to use the Services under the Customer's Account.
• "Customer" means the entity (company, partnership, or other organization) that registers for or uses the Services.
• "Counterparty" means any third party you transact with or exchange data with via the Platform (including buyers, sellers, agents, surveyors, inspectors, banks, carriers, and other service providers).
• "Content" includes data, files, documents, invoices, packing lists, contracts, messages, and other materials uploaded to, generated by, or stored in the Services.
• "Trade Data" includes trade capture fields, pricing, quantities, contract terms, logistics and shipment events, documents (e.g., contracts, packing lists, bills of lading), invoices, commission records, and settlement information.
• "Generated Documents" means any contracts, invoices, packing lists, credit/debit notes, or other documents automatically produced by the Platform from your Trade Data and inputs.
• "AI Features" means the artificial intelligence and machine learning capabilities of the Platform, including but not limited to AI-generated contract drafts, smart reminders, actionable insights, deal risk analysis, natural language queries, and automated document classification.
• "Digital Signing" means the electronic signature and document signing workflows provided through the Platform or integrated third-party signing services.
• "Origin Trade" / "Platform" / "Services" means the Origin Trade software and related services, websites, apps, APIs, WhatsApp integrations, and support.

2. Acceptance and Changes

By accessing or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the Customer. If you do not agree, do not use the Services.

We may update these Terms from time to time. Material changes will be notified through the Platform, by email, or via in-app notification. Continued use after the effective date constitutes acceptance.

3. Who May Use the Services

• The Services are intended for business-to-business use by legally registered entities engaged in physical commodity trading, brokerage, or related operations.
• You represent that you are authorized to bind the Customer to these Terms and have the legal authority to enter into agreements on behalf of the Customer.
• You must not use the Services if you are prohibited by applicable law, sanctions, embargoes, or compliance restrictions.
• The Platform operates on an invitation-only basis. Account creation requires an invitation from an existing administrator or from Origin Trade's onboarding team.

4. Accounts, Roles, and Security

• Registration: You must provide accurate information and keep it current. Multi-tenant isolation ensures your data is architecturally separated from other organizations.
• Access Control: The Customer is responsible for assigning roles and permissions (e.g., Admin, Trader, Finance, Viewer) and ensuring Authorized Users have appropriate authority.
• Security: You are responsible for maintaining the confidentiality of credentials (including OTP codes), and for all activity under the Account.
• Incident Reporting: You must promptly notify us of any suspected unauthorized access or security incident affecting your Account.
• Session Management: The Platform may automatically expire sessions or require re-authentication for security purposes.

5. Scope of the Platform

The Platform provides operational tooling for commodity trade workflows, which includes but is not limited to:

• Deal & Trade Management: Trade capture, subcontract management, broker deal structuring, purchase and sale leg tracking, and deal-centric workspaces.
• Document Generation: Automated generation of commercial invoices, proforma invoices, packing lists, credit/debit notes, and contract PDFs from your Trade Data. Generated Documents are pre-populated from your inputs and trade parameters.
• Contract Intelligence: AI-drafted contracts with clause selection based on commodity type, jurisdiction, and trade terms. Includes smart clause libraries and contract templates.
• Digital Signing: Automated document signing workflows allowing counterparties to review and electronically sign contracts, amendments, and other documents through a dedicated portal.
• Commission Tracking: Commission calculation, split tracking, referral agent management, and automated commission invoicing for brokerage operations.
• Logistics & Vessel Tracking: Shipment management, vessel position monitoring via AIS data (sourced from AISStream.io, a third-party AIS data provider), ETA/ETD tracking, demurrage calculation, and cargo status updates. Vessel position accuracy depends on AIS signal availability and third-party data provider uptime.
• Compliance Engine: KYC/KYB workflows, ISCC sustainability certification tracking, sanctions screening, audit trail generation, and compliance reporting.
• AI Insights & Smart Reminders: Automated deal risk analysis, actionable intelligence alerts (e.g., document deadlines, payment due dates, certification expirations, demurrage risk), and AI-generated executive summaries of deal performance.
• WhatsApp Integration: Natural language trade queries, document upload and classification, and deal notifications via WhatsApp.
• Analytics & Reporting: P&L analysis, position management, supply/demand visualization, and portfolio-level metrics.

Important limitations:

• No Financial Advice: We do not provide financial, investment, tax, or legal advice. AI-generated insights and risk scores are informational tools and do not constitute professional recommendations.
• No Guarantee of Counterparty Performance: Unless separately agreed in writing, we do not guarantee the identity, creditworthiness, or performance of any Counterparty.
• Regulatory Applicability: EU regulatory modules (EUDR, CBAM) are provided as operational aids. EUDR applies to operators placing specific deforestation-risk commodities on the EU market. CBAM applies to EU importers of specific goods (steel, aluminium, cement, fertilizers, electricity, hydrogen) and does not apply to palm oil, biofuels, or vegetable oils. You are solely responsible for determining whether and how these regulations apply to your operations and for ensuring full regulatory compliance.
• Third-Party Systems: Some workflows may depend on third-party services (e.g., email delivery, cloud storage, vessel tracking APIs via AISStream.io, AI language model providers, sanctions screening via OpenSanctions, signing services). Availability and performance of third parties are outside our control.

6. Document Generation and Invoice Services

The Platform offers automated document generation capabilities designed for commodity trading operations:

• Invoice Generation: The Platform generates commercial invoices, proforma invoices, and commission invoices from Trade Data. Invoice fields (quantities, prices, tax classifications, banking details) are populated from your subcontract and trade parameters. You are solely responsible for verifying the accuracy of all generated invoices before use or distribution.
• Packing List Generation: Automated packing lists are generated based on shipment and cargo details including container information, weight specifications, and marks and numbers. You must verify all details match your actual cargo before representing these documents to third parties.
• Credit & Debit Notes: The Platform may generate credit notes and debit notes for adjustments. These are generated based on your inputs and require your review and approval.
• Tax & Regulatory Compliance: While the Platform supports GST/tax classification fields and can apply tax rules based on your configuration, you are responsible for ensuring all tax treatments are correct for your specific jurisdictions and transactions.
• Document Numbering: The Platform maintains sequential document numbering for audit trail purposes. You should not modify numbering sequences outside the Platform.
• No Legal Sufficiency Guarantee: Generated Documents are provided as operational tools. We do not warrant that any Generated Document will be legally sufficient, complete, or enforceable in any particular jurisdiction without independent review.

7. Digital Signing and Electronic Signatures

• Electronic Signature Workflows: The Platform enables electronic signing of contracts, amendments, and other documents. Signing requests are sent to designated parties via email with a unique, secure signing link.
• Signature Authority: You are responsible for ensuring that the signatories you designate have the legal authority to sign on behalf of their respective organizations.
• Legal Validity: Electronic signatures may or may not be legally binding depending on the jurisdiction, document type, and applicable regulations. You should consult your legal counsel regarding the enforceability of electronic signatures for your specific use cases.
• Audit Trail: Each signing event is recorded with timestamps, IP addresses, and completion status to provide a complete audit trail.
• Counterparty Portal: Counterparties who receive signing requests access a dedicated, authenticated portal. Their use of the signing portal is subject to the signing terms presented at the time of signature.
• Document Integrity: Once signed, documents are sealed. Any modification after signing invalidates the signature and requires a new signing round.

8. AI Features, Smart Reminders, and Insights

The Platform incorporates AI-powered features to enhance trading operations:

• AI-Generated Content: The Platform may generate contract drafts, risk narratives, deal analysis summaries, and executive summaries using artificial intelligence. All AI-generated content is provided as a starting point and must be reviewed by qualified personnel before reliance or distribution.
• Smart Reminders: The Platform automatically generates reminders and alerts for upcoming deadlines including document expiry dates, payment due dates, ISCC certification renewals, KYC review timelines, vessel ETAs, and demurrage risk thresholds. Reminders are generated based on data available in the Platform and may not capture obligations from external systems.
• Deal Risk Analysis: AI-powered risk scoring evaluates deals across multiple dimensions (quality, counterparty, financial, logistics, compliance, sustainability, and more). Risk scores and severity ratings are illustrative tools for internal use and do not constitute risk assessments by qualified professionals.
• Actionable Insights: The Platform surfaces actionable intelligence such as order matching suggestions, position imbalances, margin optimization opportunities, and compliance gaps. These insights are generated algorithmically and should be validated against your internal judgment and market knowledge.
• Natural Language Queries: Users may query their trade book using natural language through the dashboard or WhatsApp. Responses are generated from your organization's data and may contain approximations or omissions.
• No Guarantee of Accuracy: AI Features are provided on an "as is" basis. We do not guarantee the accuracy, completeness, timeliness, or reliability of any AI-generated output. You remain solely responsible for all business decisions.
• Data Usage for AI: AI Features operate on your organization's data within your tenant. Your Trade Data is not shared across tenants or used to train models for other customers.

9. Compliance, Sanctions, and Prohibited Activity

Because the Platform is used for international commodity trade and logistics workflows, strict compliance obligations apply.

• You must comply with all applicable laws and regulations, including trade controls, export/import regulations, anti-money laundering (AML), counter-terrorism financing (CTF), and anti-bribery laws.
• You must not use the Platform to facilitate transactions involving sanctioned persons, entities, jurisdictions, or restricted goods/services.
• You must not upload malware, attempt to bypass security controls, or conduct penetration testing or vulnerability scanning without prior written authorization.
• You must not falsify Trade Data, documents, shipping events, invoices, packing lists, compliance attestations, or any other records in the Platform.
• You must not use AI Features to generate fraudulent, misleading, or deceptive documents or communications.
• You acknowledge that the Platform provides compliance tooling (KYC tracking, sanctions screening indicators, ISCC monitoring) as operational aids, and that compliance responsibility ultimately rests with the Customer.

10. Customer Content and Data

You retain ownership of your Content. You grant Origin a limited license to host, process, transmit, store, display, and otherwise use Content solely to provide and improve the Services, provide support, prevent fraud/abuse, and comply with legal obligations.

• Accuracy: You are responsible for the accuracy, quality, legality, and completeness of your Content, including all data that feeds into Generated Documents and AI Features.
• Permissions: You represent you have all rights and permissions necessary to upload and share Content (including Counterparty contacts, trade documents, and compliance records).
• Confidentiality: The Platform contains commercially sensitive information. You must protect it and limit access to Authorized Users who have a legitimate business need.
• Exports: We provide export tools (CSV, PDF, document downloads) for your Content. You are responsible for maintaining backup copies appropriate to your internal controls and regulatory requirements.
• Multi-Tenant Isolation: Your data is architecturally separated from other customers. No cross-tenant data access is possible under normal operation.

11. Fees, Billing, and Taxes

Origin Trade operates on a partnership model. Fees, billing terms, and any service levels will be described in an order form, partnership agreement, or other written agreement. Our pricing includes approved customization, workflow adjustments, new integrations, and full technical support — no change-request fees.

Unless otherwise stated, fees are exclusive of taxes and you are responsible for all applicable taxes in your jurisdiction, including GST and any other applicable indirect taxes.

12. Service Availability and Support

• We target high availability but may perform maintenance, updates, and changes to the Services. Planned downtime will be communicated in advance where possible.
• Support is provided via email and through direct communication channels established during onboarding. Response targets may be specified in your partnership agreement.
• You are responsible for your own internet connectivity and compatible devices/browsers.
• WhatsApp-based features depend on WhatsApp's availability and are subject to WhatsApp's own terms and policies.

13. Intellectual Property

The Services (including software, user interface, AI models, templates, clause libraries, workflow logic, and underlying technology) are owned by Origin or its licensors and are protected by applicable intellectual property laws.

Subject to these Terms and any applicable agreement, Origin grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services for its internal business purposes during the term of the agreement.

14. Feedback

If you provide suggestions, feature requests, or feedback about the Platform (including about AI Features, document templates, or workflow improvements), you grant us a royalty-free, worldwide, perpetual license to use, modify, and incorporate it without restriction or compensation.

15. Warranties and Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing:

• We do not warrant that generated invoices, packing lists, contracts, or other documents will be complete, accurate, or legally sufficient for your specific use case without your review.
• We do not warrant that AI-generated insights, risk scores, reminders, or contract drafts will be accurate or appropriate for your business decisions.
• We do not warrant that electronic signatures collected through the Platform will be legally enforceable in every jurisdiction.
• We do not warrant that the Services will be uninterrupted, error-free, or free from security vulnerabilities.

16. Limitation of Liability

To the maximum extent permitted by law, Origin will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or business interruption arising out of or related to the Services, including losses arising from reliance on AI-generated content, Generated Documents, or automated reminders.

To the maximum extent permitted by law, Origin's total aggregate liability for all claims relating to the Services will not exceed the fees paid by the Customer to Origin for the Services in the twelve (12) months preceding the event giving rise to the claim (or, if no fees were paid, INR 100,000), unless a separate written agreement provides otherwise.

17. Indemnity

You agree to indemnify and hold harmless Origin from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your Content or Generated Documents you distribute; (b) your use of the Services in violation of these Terms; (c) your violation of applicable law; (d) disputes between you and any Counterparty; or (e) your reliance on AI-generated content without appropriate review.

18. Suspension and Termination

• We may suspend or terminate access if we reasonably believe there is a security risk, legal non-compliance, abuse, or breach of these Terms.
• Upon termination, your right to use the Services ends. We will provide reasonable access to export your Content for a limited period (typically 30 days), subject to legal and security constraints.
• Sections relating to intellectual property, limitation of liability, indemnity, confidentiality, and governing law survive termination.

19. Privacy

Our collection and use of personal data is described in our Privacy Policy. Please read it carefully. It covers how we handle Account data, Trade Data, technical data, and compliance information.

20. Governing Law and Dispute Resolution

These Terms are governed by the laws of India, excluding conflict of law rules.

Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts at Hyderabad, Telangana, India, unless otherwise agreed in writing in a separate agreement.

21. Miscellaneous

• Entire Agreement: These Terms, together with any order form, partnership agreement, and our Privacy Policy, constitute the entire agreement between you and Origin Trade regarding the Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
• No Waiver: Our failure to enforce any provision does not constitute a waiver of that or any other provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, government action, pandemic, or internet disruptions.