Master Sale Agreement

Legal document

Master Copper Sale & Allocation Agreement

A42C Ltd | Company No. 16627000 | 27 Old Gloucester Street, London, WC1N 3AX

Last updated: 10 February 2026

This Master Copper Sale & Allocation Agreement (the "Agreement") is entered into between:

Platform vs Seller

For the purposes of this Agreement:

"Seller" means A42C Ltd, a company incorporated in England & Wales under company number 16627000, with its registered office at 27 Old Gloucester Street, London, WC1N 3AX.
"Platform" means the C4Cu / Cooper 4 Copper website and technology operated by A42C Ltd.

The Platform is a technical interface only. All copper sales, allocations, and contractual obligations are entered into solely between the Buyer and the Seller (A42C Ltd). The Platform does not constitute an exchange, marketplace, brokerage, or investment platform. The Seller is the sole counterparty to all transactions.

Definitions & Interpretation

In this Agreement, unless the context otherwise requires:

"Seller" means A42C Ltd (Company No. 16627000), operating the C4Cu / Cooper 4 Copper platform.
"Platform" means the C4Cu / Cooper 4 Copper website and technology operated by the Seller.
"Buyer" means the individual or legal entity entering into this Agreement via the Platform.
"Copper" means physical LME Grade A copper cathodes conforming to the specifications and standards of the London Metal Exchange.
"Allocated Copper" means copper quantities recorded to the Buyer's account in accordance with this Agreement, representing the Buyer's cumulative position.
"LME" means the London Metal Exchange.
"LME Cash Price" means the official LME Cash Settlement Price for Grade A copper cathodes as published by the London Metal Exchange.
"Trade Confirmation" means the electronic record issued by C4Cu confirming the details of each individual purchase transaction.
"Governing Documents" means this Agreement, the Website Terms & Conditions, the Sell-Back Policy, the Fee Schedule, the Delivery Instruction & Logistics Addendum, the Risk Disclosure, the Privacy & Cookie Policy, and any applicable Trade Confirmation(s).
"Working Day" means any day other than a Saturday, Sunday, or public holiday in England.
"KYC" means know-your-customer identity verification procedures.

Headings are for convenience only and do not affect interpretation. References to Sections are references to sections of this Agreement. Words importing the singular include the plural and vice versa. References to legislation include any amendment, re-enactment, or subordinate legislation made under it.

A42C Ltd (operating the C4Cu / Cooper 4 Copper platform) (the "Seller", "we", "us", "our") and the individual or legal entity accepting this Agreement via the C4Cu platform (the "Buyer", "you", "your").

This Agreement governs all purchases of physical copper cathodes made through the C4Cu platform. It should be read together with the other Governing Documents.

1. Purpose & Structure

1.1 This Agreement establishes the framework under which the Seller agrees to sell, and the Buyer agrees to purchase, physical LME Grade A copper cathodes, on a principal-to-principal basis.

1.2 Individual purchases are evidenced by Trade Confirmations, which incorporate and form part of this Agreement. Each Trade Confirmation, together with this Agreement, constitutes a separate and binding contract for the purchase of copper.

1.3 This Agreement is a master agreement and applies to all present and future purchases unless terminated in accordance with its terms.

1.4 In the event of any conflict or inconsistency between this Agreement and a Trade Confirmation, the terms of this Agreement shall prevail unless the Trade Confirmation expressly states otherwise and is signed or confirmed in writing by both parties.

2. Nature of the Product

2.1 All copper sold under this Agreement is physical copper cathode conforming to LME Grade A specifications as defined by the London Metal Exchange.

2.2 No derivatives, futures, options, contracts for difference, leveraged instruments, or financial products of any kind are offered, sold, or facilitated under this Agreement.

2.3 The Seller does not operate an exchange, matching engine, brokerage, or investment platform. The Seller is a principal seller of physical copper cathodes.

2.4 Nothing in this Agreement or on the Platform shall be construed as constituting financial advice, investment advice, or a recommendation to purchase copper.

3. Pricing

3.1 The purchase price for each transaction shall be calculated as follows: Purchase Price = LME Cash Price + Purchase Premium (5%).

3.2 The Purchase Premium (currently five per cent (5%) of the LME Cash Price) covers, without limitation, sourcing and procurement, logistics, storage at LME-approved warehouses, administration, regulatory compliance, and platform operational costs.

3.3 Prices fluctuate in line with the London Metal Exchange and may change rapidly. The price displayed on the Platform at the time of order placement is indicative only. The final price applied shall be the LME Cash Price prevailing at the time the transaction is confirmed and cleared funds are received.

3.4 The Buyer acknowledges that the LME Cash Price is determined by the London Metal Exchange and is outside the control of the Seller. The Seller does not guarantee the accuracy, timeliness, or availability of LME pricing data.

3.5 All applicable fees, charges, and costs are set out in the Fee Schedule, which forms part of the Governing Documents.

4. Minimum Purchase Size

4.1 The minimum purchase size per transaction is ten (10) kilograms of copper cathode.

4.2 Each purchase contributes to the Buyer's cumulative allocated copper position on the Platform.

4.3 The Seller reserves the right to amend the minimum purchase size from time to time. Any change shall be communicated to Buyers via the Platform.

5. Allocation & Cumulative Position

5.1 Upon receipt of cleared funds, the Seller shall record the purchased quantity as allocated copper to the Buyer's account on the Platform. Allocation shall be completed within a reasonable time following receipt of cleared funds.

5.2 Purchases below twenty-five (25) metric tonnes represent partial allocation toward a standard delivery parcel and are not eligible for physical delivery until the delivery threshold set out in Section 6 is met.

5.3 Allocation provides the Buyer with: (i) a recorded quantity of copper on the Buyer's account; (ii) the right to request sell-back subject to the Sell-Back Policy; and (iii) eligibility for physical delivery once the delivery threshold is met.

5.4 Allocation does not constitute custody or safekeeping services, bailment, issuance of warehouse receipts, or title to a specific physical lot, parcel, or warrant prior to delivery. The Buyer does not acquire an interest in any identified physical goods until in-warehouse transfer is completed in accordance with Section 6.

5.5 The Seller's records of allocation shall be the definitive record of the Buyer's position. In the event of any discrepancy, the Seller's records shall prevail.

6. Physical Delivery (LME In-Warehouse Transfer)

6.1 Delivery Method

Where the Buyer elects physical delivery, delivery shall be effected solely by way of an in-warehouse transfer of copper cathodes at an LME-approved warehouse selected exclusively by the Seller, in accordance with standard London Metal Exchange rules, procedures, and practices.

The Buyer acknowledges and agrees that warehouse selection is at the Seller's sole discretion, subject only to availability within the LME warehouse network.

The Buyer shall have no right to nominate, request, or reject any LME-approved warehouse selected by the Seller.

6.2 Method of Transfer

Delivery shall be completed by the transfer of goods and/or LME warrant from Seller to Buyer within the selected LME warehouse.

No physical transportation, shipment, or removal of goods by the Seller is included or implied.

6.3 Delivery Threshold

Physical delivery may only be elected once the Buyer's cumulative allocated position equals or exceeds twenty-five (25) metric tonnes (25,000 kg).

6.4 Delivery Quantity & Final Weights

The Buyer acknowledges that LME warrant parcels are nominally twenty-five (25) metric tonnes, but that final delivered quantities may vary slightly above or below this amount due to standard LME warrant tolerances.

Final quantities and weights shall be determined exclusively by the applicable LME warrant and warehouse records, which shall be final and binding.

6.5 Pricing & Final Settlement

The Buyer agrees to pay the full value of the final warrant quantity, calculated in accordance with this Agreement and the Fee Schedule, prior to final release or transfer of the goods.

Any variance between indicative and final quantities shall be settled solely on the basis of the actual warrant weight, with no right of rejection or adjustment other than pricing based on that final weight.

6.6 Costs & Responsibilities

Unless otherwise expressly agreed in writing: (i) the Buyer shall bear all costs and charges associated with the in-warehouse transfer and any subsequent handling, load-out, transport, insurance, duties, taxes, and customs requirements; and (ii) the Seller's responsibility is strictly limited to effecting transfer of the goods within the Seller-selected LME-approved warehouse. For a full breakdown of delivery-related fees, the Buyer should refer to the Fee Schedule and the Delivery Instruction & Logistics Addendum.

6.7 Title & Risk

Title and risk shall pass to the Buyer upon completion of the in-warehouse transfer, in accordance with LME rules and the procedures of the relevant warehouse. Prior to such transfer, title to and risk in the copper shall remain with the Seller.

7. Trade Confirmations

7.1 Each purchase shall be evidenced by a Trade Confirmation stating: trade date, quantity purchased, price per unit, total purchase price (including Purchase Premium), reference to this Agreement, and the Buyer's updated cumulative allocated position.

7.2 Trade Confirmations are issued electronically via the Platform and/or by email. The Buyer is responsible for reviewing each Trade Confirmation promptly upon receipt.

7.3 A Trade Confirmation shall be deemed conclusive and binding unless the Buyer notifies C4Cu in writing of any error or discrepancy within seven (7) Working Days of receipt.

8. Sell-Back

8.1 The Buyer may request that the Seller repurchase allocated copper, subject to: (i) the minimum sell-back value of USD $1,000 (one thousand US dollars) equivalent; (ii) prevailing market conditions and liquidity; (iii) completion of any required identity verification (KYC); and (iv) the terms and conditions of the Sell-Back Policy.

8.2 Sell-back pricing shall be based on the prevailing LME Cash Price at the time of execution by the Seller, subject to deduction of applicable fees as set out in the Sell-Back Policy and the Fee Schedule.

8.3 The Seller does not guarantee liquidity, timing, or acceptance of sell-back requests. Sell-back is provided as an optional facility, not a guaranteed right. The Buyer should not purchase copper on the assumption that sell-back will be available at any particular time or price.

8.4 Full terms governing sell-back are set out in the Sell-Back Policy, which forms part of the Governing Documents.

9. Payments

9.1 Payment may be made by bank transfer (wire transfer, SWIFT, or SEPA) or by card payment (debit or credit). Processing fees may apply to card payments as set out in the Fee Schedule.

9.2 Allocation of copper to the Buyer's account occurs only after cleared funds have been received by the Seller. The Seller shall not be obliged to allocate copper where funds are pending, uncleared, or subject to any hold or dispute.

9.3 The Buyer is responsible for ensuring that payment is made in full, including any applicable fees, charges, or taxes.

9.4 Where a payment is reversed, charged back, or returned after copper has been allocated, the Seller may reverse the allocation and recover any associated costs in accordance with the Fee Schedule.

10. Verification (KYC)

10.1 Identity verification is not required at the point of account registration or initial purchase.

10.2 Verification may be required at the Seller's discretion when: (a) a sell-back is requested; (b) physical delivery is requested; (c) regulatory or compliance thresholds are met; (d) suspicious or unusual activity is detected; or (e) required by applicable law, regulation, or government order.

10.3 Failure to complete verification to the Seller's satisfaction may result in delays to, or refusal of, sell-back requests, delivery requests, or other account services.

10.4 The Buyer agrees to provide all documentation and information reasonably requested by the Seller for verification purposes, promptly and accurately.

11. Dormant Accounts

11.1 Dormant Status

An account shall be classified as Dormant where there has been no login or transaction activity for a continuous period of twelve (12) months. The Seller will make reasonable efforts to notify the Buyer by email prior to dormancy classification, but failure to receive or read such notification does not affect the application of these provisions.

11.2 Reactivation (12–18 Months)

Between twelve (12) months and eighteen (18) months of inactivity, the Buyer may request reactivation of the account, subject to payment of a fixed reactivation fee of USD 75 (or local currency equivalent) and completion of any required verification (KYC) and confirmation of account details. Upon reactivation, any allocated copper position will be reinstated, subject to deduction of any fees lawfully due.

11.3 Account Closure & Forfeiture (18 Months)

Where an account remains inactive for eighteen (18) months, the account shall be permanently closed and all allocated copper associated with the account shall be irrevocably forfeited to the Seller. No compensation, payment, or credit shall be due to the Buyer following forfeiture. This forfeiture is final and not subject to appeal.

11.4 Governing Terms

Dormant status, reactivation, and closure operate in conjunction with the corresponding provisions in the Website Terms & Conditions and the Fee Schedule.

12. Representations & Warranties

12.1 Buyer's Representations & Warranties: The Buyer represents and warrants to the Seller that:

The Buyer has full legal capacity and authority to enter into this Agreement and to perform its obligations hereunder.
The Buyer is at least eighteen (18) years of age or the age of majority in the Buyer's jurisdiction, whichever is greater.
All information provided by the Buyer to the Seller (including during registration, verification, and transactions) is true, accurate, complete, and not misleading.
The Buyer is not acting on behalf of any undisclosed third party, unless disclosed to and approved by the Seller in writing.
The Buyer's use of the Platform and participation in transactions complies with all applicable laws, regulations, and sanctions in the Buyer's jurisdiction.
The funds used by the Buyer to purchase copper are derived from legitimate sources and do not constitute the proceeds of crime.
The Buyer has read and understood the Risk Disclosure and accepts the risks described therein.

12.2 Seller's Representations & Warranties: The Seller represents and warrants to the Buyer that:

The Seller is duly incorporated and validly existing under the laws of England & Wales.
The Seller has the authority and capacity to enter into this Agreement and to perform its obligations hereunder.
The copper sold under this Agreement shall conform to LME Grade A specifications.

12.3 Disclaimer: Save as expressly set out in this Agreement, the Seller makes no representations, warranties, or guarantees, whether express, implied, statutory, or otherwise, including (without limitation) any implied warranties of merchantability, fitness for a particular purpose, or satisfactory quality. All implied warranties and conditions are excluded to the fullest extent permitted by applicable law.

13. Risk Acknowledgement

13.1 The Buyer acknowledges that copper prices are volatile and may rise or fall significantly, and that losses (including the loss of the entire purchase value) may occur.

13.2 No guarantee of profit, liquidity, price stability, or return of capital is provided by the Seller.

13.3 The Buyer confirms that they have read the C4Cu Risk Disclosure in its entirety and understands and accepts the risks described therein, including (without limitation) market price risk, currency risk, liquidity risk, delivery risk, operational risk, cybersecurity risk, counterparty risk, regulatory risk, and tax risk.

13.4 The Buyer accepts sole responsibility for their decision to purchase, hold, sell back, or take delivery of copper.

14. No Investment Representation

14.1 This Agreement does not constitute an investment product, a collective investment scheme, a regulated financial product, or a financial promotion promising returns.

14.2 The Buyer makes purchasing decisions independently and has not relied on any advice, recommendation, or representation by the Seller in deciding to enter into this Agreement.

14.3 The Seller does not assess the suitability of copper purchases for any individual Buyer.

15. Indemnification

15.1 The Buyer shall indemnify and hold harmless the Seller, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Any breach by the Buyer of this Agreement or any other Governing Document.
Any breach of the Buyer's representations and warranties set out in Section 12.
Any fraudulent, unlawful, or negligent act or omission by the Buyer.
Any claim by a third party arising from the Buyer's use of the Platform or transactions under this Agreement.
Any failure by the Buyer to comply with applicable laws, regulations, or tax obligations.

15.2 This indemnity shall survive termination of this Agreement.

16. Limitation of Liability

16.1 To the maximum extent permitted by applicable law, the Seller shall not be liable to the Buyer for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, loss of revenue, loss of opportunity, loss of data, loss of goodwill, or any financial loss arising from or in connection with this Agreement, any transaction, or the Buyer's use of the Platform, howsoever caused and whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

16.2 Without prejudice to the generality of Section 16.1, the Seller shall not be liable for:

Losses arising from fluctuations in the price of copper or foreign exchange rates.
Losses arising from the inability to execute a sell-back at a desired time or price.
Losses arising from delays or failures in physical delivery.
Losses arising from actions or omissions of third-party service providers, including banks, payment processors, warehouse operators, and logistics providers.
Losses arising from force majeure events as described in Section 19.
Losses arising from suspension, restriction, or termination of the Buyer's account.

16.3 Aggregate Cap: The Seller's total aggregate liability to the Buyer under or in connection with this Agreement (whether arising in contract, tort, or otherwise) shall not exceed the lesser of: (a) the total Purchase Premiums (excluding the LME Cash Price component) actually paid by the Buyer to the Seller in the twelve (12) months preceding the event giving rise to the claim; or (b) GBP 10,000 (ten thousand pounds sterling).

16.4 Carve-outs: Nothing in this Agreement shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be lawfully excluded or limited under the laws of England & Wales.

17. Force Majeure

17.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

Natural disasters, floods, earthquakes, storms, epidemics, or pandemics.
War, armed conflict, terrorism, civil unrest, insurrection, or sabotage.
Government actions, sanctions, embargoes, trade restrictions, or regulatory changes.
Strikes, lockouts, labour disputes, or industrial action (whether involving the party's own workforce or not).
Failures of telecommunications, internet, utility services, or critical infrastructure.
LME closures, suspensions, trading halts, or rule changes.
Cyberattacks, ransomware, data breaches, or systemic technology failures.
Failures or insolvencies of banks, payment processors, or warehouse operators.

17.2 The affected party shall notify the other party as soon as reasonably practicable of the occurrence and expected duration of the Force Majeure Event.

17.3 During a Force Majeure Event, the affected party's obligations shall be suspended for the duration of the event. The affected party will use reasonable endeavours to mitigate the impact and resume performance as soon as practicable.

17.4 If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement by giving written notice to the other party, without liability (save for obligations accrued prior to termination).

18. Dispute Resolution

18.1 Informal Resolution: In the event of any dispute, claim, or disagreement arising out of or in connection with this Agreement ("Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiations. The Buyer shall notify the Seller in writing at support@c4cu.com, setting out the nature of the Dispute and the relief sought.

18.2 Escalation: If the Dispute is not resolved within thirty (30) days of the Buyer's written notice, either party may escalate the matter to senior management. Each party shall appoint a senior representative with authority to settle the Dispute, and such representatives shall meet (in person, by telephone, or by video conference) within fourteen (14) days of escalation to attempt resolution.

18.3 Mediation: If the Dispute remains unresolved following escalation, either party may refer the Dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London, in accordance with CEDR's model mediation procedure. The costs of mediation shall be borne equally by the parties.

18.4 Litigation: If the Dispute is not resolved through mediation within sixty (60) days of the referral (or such longer period as agreed by the parties), either party may commence legal proceedings in accordance with Section 24 (Governing Law & Jurisdiction).

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

19. Notices & Communications

19.1 Any formal notice required or permitted under this Agreement shall be in writing and may be delivered by:

Email to the Seller at support@c4cu.com (for notices to the Seller).
Email to the address registered on the Buyer's account (for notices to the Buyer).
First-class post or recorded delivery to the party's registered or notified address.

19.2 Notices shall be deemed received: (a) if sent by email, at the time of transmission (provided no delivery failure notification is received); (b) if sent by first-class post within the United Kingdom, two (2) Working Days after posting; (c) if sent by recorded delivery, on the date of delivery confirmed by the postal service; (d) if sent by international post, seven (7) Working Days after posting.

19.3 The Buyer is responsible for ensuring that their registered email address and contact details are accurate and up to date. Failure to receive a notice due to outdated or incorrect contact details shall not invalidate the notice.

19.4 Routine communications (including Trade Confirmations, account updates, and platform notifications) may be delivered electronically via the Platform, email, or such other means as C4Cu may reasonably adopt.

20. Confidentiality

20.1 Each party shall treat as confidential all information obtained from the other party in connection with this Agreement that is not publicly available ("Confidential Information"), and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, save as required by law, regulation, or court order.

20.2 This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, court order, or the rules of any relevant regulatory authority.

20.3 The Buyer acknowledges that the Seller may disclose Buyer information to third-party service providers (including banks, compliance providers, and warehouse operators) as necessary for the performance of this Agreement, subject to appropriate confidentiality arrangements.

20.4 The obligations under this Section shall survive termination of this Agreement for a period of two (2) years.

21. Anti-Money Laundering & Sanctions Compliance

21.1 The Seller is committed to compliance with all applicable anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions laws and regulations, including (without limitation) the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and applicable sanctions regimes administered by His Majesty's Treasury (HMT), the Office of Financial Sanctions Implementation (OFSI), the European Union, and the United States Office of Foreign Assets Control (OFAC).

21.2 The Buyer represents, warrants, and undertakes that:

The Buyer is not, and is not acting on behalf of, any person or entity that is subject to sanctions imposed by any applicable sanctions authority.
The funds used to purchase copper are not derived from, and the transactions contemplated by this Agreement will not facilitate, money laundering, terrorist financing, or any other unlawful activity.
The Buyer will promptly provide any information or documentation reasonably requested by the Seller for the purposes of AML, CTF, or sanctions compliance.

21.3 The Seller may freeze, suspend, or terminate the Buyer's account, withhold funds, or decline to process any transaction where the Seller reasonably believes that doing so is necessary to comply with AML, CTF, or sanctions obligations, or where the Seller has grounds to suspect that a transaction is connected with unlawful activity.

21.4 The Seller shall not be liable for any losses, delays, or consequences arising from actions taken in good faith to comply with AML, CTF, or sanctions obligations.

22. Electronic Communications & Acceptance

22.1 The Buyer agrees that this Agreement, Trade Confirmations, and all other contractual documents may be entered into, executed, and delivered by electronic means, and that electronic records shall have the same legal effect as paper originals.

22.2 By registering an account on the Platform, clicking "I agree" or equivalent acceptance mechanisms, or completing a purchase transaction, the Buyer is deemed to have accepted this Agreement in its entirety. Such acceptance constitutes a binding agreement enforceable in accordance with its terms.

22.3 The Buyer consents to receiving all notices, disclosures, Trade Confirmations, and other communications from the Seller in electronic form, whether via email, the Platform, or other electronic means.

23. Assignment

23.1 The Buyer may not assign, transfer, sub-contract, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Seller.

23.2 The Seller may assign, transfer, or novate its rights and obligations under this Agreement (in whole or in part) to any affiliate, successor, or purchaser of all or substantially all of its business or assets, without the Buyer's consent, provided that the Seller gives the Buyer written notice of any such assignment.

23.3 Any purported assignment in breach of this Section shall be void and of no effect.

24. Term & Termination

24.1 This Agreement shall come into force upon the Buyer's acceptance (in accordance with Section 22.2) and shall remain in force until terminated in accordance with this Section or the Website Terms & Conditions.

24.2 The Seller may terminate this Agreement and close the Buyer's account: (a) immediately, if the Buyer is in material breach of this Agreement or any other Governing Document; (b) immediately, if the Seller reasonably suspects fraud, money laundering, sanctions violations, or other unlawful conduct; (c) upon thirty (30) days' written notice, for any other reason; or (d) automatically, upon the application of the dormancy and forfeiture provisions in Section 11.

24.3 The Buyer may terminate this Agreement by closing their account via the Platform or by giving written notice to the Seller, provided that all outstanding obligations (including payment obligations, pending transactions, and accrued fees) have been satisfied in full.

24.4 Termination of this Agreement shall not affect: (a) any rights or obligations that have accrued prior to termination; (b) any provision of this Agreement that is expressly or by implication intended to survive termination, including (without limitation) Sections 12, 15, 16, 17, 20, 21, 25, 26, 27, and 28.

25. Severability

25.1 If any provision of this Agreement is found by any court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement.

25.2 The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

26. Waiver

26.1 No failure or delay by the Seller in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise thereof preclude any further exercise or the exercise of any other right, power, or remedy.

26.2 A waiver of any provision or breach of this Agreement shall be effective only if given in writing and signed by the waiving party, and shall not constitute a waiver of any subsequent breach or of any other provision.

27. Entire Agreement

27.1 This Agreement, together with the other Governing Documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, representations, and negotiations (whether written or oral) between the parties relating to such subject matter.

27.2 The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Seller that is not set out in this Agreement or the other Governing Documents.

27.3 Nothing in this Section shall exclude or limit liability for fraud or fraudulent misrepresentation.

28. Third-Party Rights

28.1 This Agreement does not confer any rights on any person or entity other than the parties to this Agreement, save that the Seller's directors, officers, employees, agents, and affiliates may enforce the protections afforded to them under Sections 15 and 16 in accordance with the Contracts (Rights of Third Parties) Act 1999.

28.2 Save as set out in Section 28.1, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

28.3 The rights of the parties to rescind, vary, or terminate this Agreement are not subject to the consent of any third party.

29. Governing Law & Jurisdiction

29.1 This Agreement shall be governed by and construed in accordance with the laws of England & Wales.

29.2 The courts of England & Wales shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement.

30. Acceptance

By completing a purchase on the C4Cu platform, the Buyer confirms that they have read, understood, and agreed to this Agreement in its entirety, including all Governing Documents referenced herein.

31. Contact

For queries relating to this Agreement, contact:

Email: support@c4cu.com

A42C Ltd, 27 Old Gloucester Street, London, WC1N 3AX