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Trust Run Buyer Agreement

B2B Marketplace Terms for Professional Buyers | Version 1.1
Effective date: 2 November 2026 (Version 1.1)

1. About Trust Run and These Terms

These Buyer Terms (the “Agreement”) govern access to and use of the Trust Run B2B digital marketplace and related platform services by professional buyers.

Trust Run is operated by Shardana UK Ltd, a company incorporated in England and Wales under Company No. 14611233, VAT No. GB436361106, with registered office at International House, 36-38 Cornhill, London EC3V 3NG, United Kingdom (“Shardana”, “Trust Run”, “we”, “us” or “our”).

By creating or using a Buyer account, or by placing an Order through Trust Run after being presented with this Agreement, the Buyer agrees to be bound by the version accepted electronically.

2. B2B Eligibility and Buyer Account

Trust Run is intended exclusively for business-to-business use. The Buyer represents that it acts in the course of its trade, business, craft or profession and not as a consumer.

Trust Run may reject, restrict or suspend an account where eligibility cannot be verified, information appears inaccurate or misleading, or continued access presents a legal, payment, security or platform-integrity risk.

3. Role of Trust Run

Trust Run provides a digital marketplace and SaaS infrastructure that enables professional Buyers to discover and purchase products offered by independent Producers.

Shardana is not the seller, manufacturer, importer, reseller, distributor or owner of the food products listed by Producers. Unless expressly stated otherwise for a particular service, Shardana does not take title to the goods and is not a party to the contract of sale between Buyer and Producer.

The Producer is the seller of the goods and is responsible for the product offer, product information, availability, conformity, food-law compliance, invoicing of the goods and performance of the sale contract. Trust Run remains responsible for the platform services it itself agrees to provide under this Agreement, including the shipping service described in section 8.

4. Product Listings and Digital Product Passport

Product descriptions, specifications, prices, images, certifications, origin information, lot information and other catalogue content are supplied or approved by the relevant Producer. Trust Run may provide tools or assistance for catalogue creation but does not thereby assume the Producer’s responsibility for the underlying product information.

Where available, a digital product passport, made available through a third-party technology provider and accessible via QR code or a similar mechanism, may display information supplied by the Producer. The Producer remains responsible for the accuracy, completeness and lawfulness of product- and lot-related source data. The Buyer should review the information shown for the relevant product and Order before purchasing and should raise any material discrepancy promptly.

5. Orders and Producer Acceptance

An Order submitted by the Buyer through Trust Run constitutes a request to purchase the selected goods from the relevant Producer.

The Producer may accept or reject the Order. No payment for the Order is requested until the Producer has accepted it. Once accepted and paid, the Order becomes binding between the Buyer and the Producer, subject to the applicable Order details and this Agreement.

When the Producer accepts an Order, Trust Run requests a shipping quotation for that Order from its logistics provider. The quotation and the resulting total amount payable are shown to the Buyer before payment. The quotation is valid for the period indicated on the platform (currently 24 hours). If it expires before payment is completed, a new quotation is requested and the amount may change; the Buyer is always shown the updated amount before paying.

The automated shipping service covers parcel shipments only. Orders that require pallet transport cannot be paid online; Trust Run may provide a separate quotation for them outside the automated process.

Trust Run may transmit Order information, status updates and communications between the parties but does not guarantee that a Producer will accept an Order or that listed stock will remain available until acceptance.

6. Prices, Buyer Service Fee, Shipping Charge and Taxes

The product price displayed for an Order is the price of the goods charged by the Producer, subject to the VAT treatment and invoice information applicable to the sale. The Producer invoices the goods directly to the Buyer.

The Buyer pays Shardana a platform commission (the “Buyer Service Fee”) equal to 5% of the value of the goods purchased through the platform. The Buyer Service Fee is calculated on the value of the goods only and excludes shipping charges. It is charged in addition to the price of the goods.

The Buyer also pays Shardana the shipping charge for the Order, equal to the shipping quotation shown and accepted before payment under section 5. Shardana resells the shipping service at cost, without any mark-up. Surcharges that arise after payment are dealt with under section 8. The shipping charge is the price of a transport service supplied to the Buyer and is not a reimbursement of expenses.

Shardana issues to the Buyer one invoice per Order showing two separate lines: the Buyer Service Fee and the shipping service (“Shipping Service – Domestic Goods Transport / Servizio di spedizione – Trasporto nazionale merci”). Each line states its own VAT treatment. Under the current tax analysis both supplies are outside the scope of UK VAT and Italian VAT is accounted for by the Italian business recipient under the reverse charge mechanism (articles 7-ter and 17, paragraph 2, of Italian Presidential Decree 633/1972). The VAT treatment stated on each invoice prevails.

The Buyer has no monthly Trust Run subscription fee under the current Buyer model.

Any applicable taxes on the Producer’s sale of goods are the Producer’s responsibility to calculate, invoice and account for as required by law. Taxes applicable to Shardana’s own supplies to the Buyer will be handled by Shardana in accordance with applicable tax rules.

7. Payment

Following Producer acceptance, the Buyer must complete payment through the payment method made available on Trust Run before shipment.

The goods, the shipping charge and the Buyer Service Fee are paid in a single payment. Payments are processed through an independent payment service provider selected or supported by Trust Run. The amount attributable to the goods is directed through the payment-provider infrastructure to the Producer’s connected payment account. Shardana does not treat the Producer’s goods proceeds as its own sales revenue.

The shipping charge and the Buyer Service Fee are collected by Shardana through the same payment flow. The name shown on the Buyer’s payment statement may be that of the Producer, including for the part of the payment collected by Shardana. Use of payment services may also be subject to the payment provider’s applicable terms.

The Buyer must use authorised payment methods and provide accurate payment information. A payment authorisation, reversal, dispute or chargeback does not by itself determine whether the Buyer has valid contractual rights against the Producer.

8. Shipping and Delivery

Shardana supplies the shipping service for Orders paid through the platform. To do so, Shardana purchases transport services from its logistics provider, Mail Boxes Etc. (“MBE”), as MBE’s customer, and MBE arranges carriage through the carriers it uses. MBE invoices Shardana, and Shardana invoices the shipping charge to the Buyer as described in section 6.

The Producer prepares, packs and hands over the parcels to the carrier and is shown as the physical sender (collection address). The Producer is not a party to the transport contract with MBE.

Shardana does not itself carry the goods and does not take physical possession of them. Delivery dates and times are estimates unless expressly agreed otherwise.

The Buyer must ensure that the delivery address, contact details, access instructions and receiving information are accurate and that an authorised person is available to receive the delivery.

Additional charges not included in the shipping quotation (for example storage, redelivery, address correction, return to sender, or charges caused by incorrect parcel weight or dimensions) are borne by the party that caused them: the Buyer where they result from incorrect delivery information, failed delivery attributable to the Buyer or failure to collect the shipment; the Producer where they result from incorrect parcel information or a parcel not ready for collection. Such charges are invoiced separately by Shardana to the responsible party, only after verification and with reference to the relevant carrier or MBE document. The list above is indicative and not exhaustive.

Surcharges not attributable to an error of the Producer, the Buyer or Shardana (for example remote-area or peak-season surcharges, or other surcharges actually applied by MBE) are charged to the Buyer as part of the cost of the shipping service, without any mark-up, and are documented. Where they are known before payment, they are included in the shipping charge shown to the Buyer; where they arise afterwards, they are notified to the Buyer together with the relevant MBE documentation and invoiced separately by Shardana, payable by the Buyer within 14 days of the invoice date.

The Buyer may contest a separately invoiced charge in writing through the Trust Run platform within 14 days of the invoice date, stating its reasons. Shardana reviews the contestation against the carrier or MBE documentation and replies in writing within 14 days of receiving it. Payment of the contested amount is suspended during the review. If the contestation is upheld, in whole or in part, Shardana issues a credit note for the corresponding amount.

9. Inspection, Damage and Delivery Evidence

The Buyer must check the shipment at delivery and inspect its contents as soon as reasonably practicable afterwards.

Visible damage. Visible damage to the packaging, missing parcels or other visible transport anomalies must be noted as a specific reservation with the carrier at the time of delivery (for example, “accepted with reservation: damaged packaging”, rather than a generic note) and reported through the Trust Run platform within 2 calendar days of delivery.

Concealed damage. Damage or shortages that could not reasonably be detected at delivery must be reported through the Trust Run platform within 5 calendar days of delivery.

Reports must include photographs of the external packaging, internal packaging, damaged items, labels and carrier documentation, together with the relevant invoices for the goods and the shipment. The Buyer must keep the damaged goods and all packaging, unaltered, until the claim has been closed, and make them available for inspection on request. A late report, or the absence of a reservation for visible damage, may limit or prevent a claim against the carrier and will be taken into account in assessing the claim, but does not on its own exclude the Buyer’s rights.

Responsibility is assessed according to the actual cause of the loss or damage. The Producer is responsible for loss or damage resulting from inadequate preparation or packaging of the goods. The Buyer is responsible for loss, damage or additional costs resulting from an incorrect delivery address or delivery information, or from failure to receive or collect the shipment. For loss of or damage to the goods during carriage, the responsibilities of Shardana, the Producer and the parties engaged to carry the goods are determined according to their respective contractual roles and the applicable law, including any statutory limits of liability where applicable, without prejudice to the mandatory rights of the parties.

Shardana handles claims with MBE, facilitates the exchange of evidence between the parties and pays to the Buyer the amounts actually recovered from MBE or the carrier in respect of the loss or damage, without prejudice to any rights of the Buyer that cannot lawfully be excluded or limited. For delicate or high-value shipments, the shipment and any additional cover are assessed on a case-by-case basis.

Nothing in this section excludes or limits rights that cannot lawfully be excluded or limited.

10. Product Conformity, Food Safety and Recall

The Producer is responsible for ensuring that products supplied comply with applicable food-safety, hygiene, labelling, traceability, shelf-life and other mandatory requirements applicable to its products and sale.

The Buyer must store, handle and use delivered products appropriately after delivery and comply with legal obligations applicable to its own business activities.

If the Buyer becomes aware of a suspected food-safety issue, recall, contamination, material labelling problem or other serious product issue, it must promptly notify the Producer and Trust Run and preserve relevant product, lot and delivery information where reasonably necessary.

Nothing in this Agreement limits obligations imposed by mandatory food-safety or product-recall law.

11. Complaints, Returns, Refunds and Commercial Disputes

Because Trust Run is a B2B marketplace, there is no general consumer cooling-off right under this Agreement.

Complaints concerning the goods—including non-conformity, shortages, quality, damage, expiry or incorrect products—are principally matters between Buyer and Producer as parties to the sale contract. The Buyer must provide reasonable supporting evidence and cooperate in good faith.

Any return, replacement, credit or refund relating to the goods depends on the applicable legal rights, the Producer’s accepted commercial terms, the circumstances of the claim and, where relevant, carrier responsibility. Loss of or damage to the goods during carriage is governed by section 9: the amounts recovered are paid to the Buyer directly by Shardana and are not processed as a refund through the platform.

Trust Run may provide communication, case-management or technical assistance but is not obliged to decide the underlying sale dispute and does not guarantee a refund.

Where a refund is agreed or decided, it is processed through the platform to the original payment method, in full or in part. When goods are refunded, the corresponding Buyer Service Fee (5% of the value of the refunded goods) is also refunded. Where the shipment is not performed, or is not performed correctly, for a reason attributable to MBE or the carrier, the shipping charge is refunded to the Buyer within the limits of the amount actually recovered by Shardana from MBE, without prejudice to any rights of the Buyer that cannot lawfully be excluded or limited. In all other cases, including where the shipment has already been performed, the shipping charge is refunded in full, in part or not at all according to the actual cause of the problem; it is not refunded where the cause is attributable to the Buyer. Where the cause is attributable to the Producer, the refund to the Buyer is not affected and Shardana may recover the corresponding amount from the Producer under the Producer Agreement. Where an invoice has already been issued, the refund is documented by a credit note for the refunded item.

The Buyer must not initiate an abusive, fraudulent or knowingly unfounded payment dispute or chargeback. This does not prevent the Buyer from exercising legitimate rights available through its payment provider or applicable law.

12. Acceptable Use

The Buyer must not:

13. Intellectual Property

Trust Run, its software, interface, databases, platform design, branding and other platform materials are owned by or licensed to Shardana and are protected by applicable intellectual property laws.

The Buyer receives a limited, non-exclusive, non-transferable and revocable right to use the platform for its internal B2B purchasing activities during the term of this Agreement.

Producer names, brands, images and product materials remain the property of their respective owners or licensors.

14. Personal Data and Privacy

Shardana processes personal data in accordance with the Trust Run Privacy Policy made available on the platform. The Buyer must ensure that personal data it provides through Trust Run is supplied lawfully and that its authorised users are informed as required.

Where Buyer and Producer independently process personal data for their respective business purposes, each remains responsible for its own compliance with applicable data-protection law.

The Buyer acknowledges that information necessary to operate an Order may be shared with the relevant Producer, payment provider, logistics providers and other service providers as described in the Privacy Policy.

In particular, to arrange the shipment and the delivery, Shardana transmits to MBE, and MBE to the carrier, the name of the recipient, the delivery address, the telephone number and the email address of the Buyer’s delivery contact. This transfer is necessary to perform the shipping service and the Order.

15. Third-Party Services

Trust Run may integrate or rely on third-party services, including payment, logistics, hosting, database, AI, Digital Product Passport and communications providers. Those services may be governed by separate provider terms.

Shardana is not responsible for acts or omissions of independent third parties outside its reasonable control, but this does not exclude liability that cannot lawfully be excluded.

16. Suspension and Termination

The Buyer may stop using Trust Run and request account closure, subject to completion of outstanding Orders, payments, disputes and legal record-retention obligations.

Trust Run may suspend or terminate access where the Buyer materially breaches this Agreement, fails eligibility or verification requirements, creates a payment/fraud/security risk, abuses Producers or platform processes, repeatedly fails to perform its Order obligations, or where suspension is reasonably necessary for legal or regulatory compliance.

Where reasonably practicable, Trust Run will provide notice of suspension or termination. Immediate action may be taken where necessary to protect users, payment systems, data, platform security or legal compliance.

Termination does not affect rights and obligations accrued before termination, including amounts due and provisions intended by their nature to survive.

17. Availability and Changes to the Platform

Trust Run may update, improve, replace or discontinue platform features from time to time. We do not guarantee uninterrupted or error-free availability.

Planned maintenance and third-party outages may affect access. Trust Run will use reasonable efforts appropriate to the service to maintain platform operation but does not warrant that every feature or integration will remain permanently available.

18. Liability

Nothing in this Agreement excludes or limits liability where exclusion or limitation is prohibited by applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the paragraph above, Shardana is not liable for the Producer’s goods, product quality, food compliance, product information, availability, manufacturing, packing, invoicing or performance of the sale contract; nor for the acts or omissions of an independent payment provider except to the extent liability arises from Shardana’s own breach or wrongdoing.

In relation to the shipping service, Shardana’s liability for loss of, damage to or delay of the goods during carriage, and for the shipping charge, is limited to the amounts actually recovered from MBE or the carrier as described in sections 9 and 11, except to the extent the loss results from Shardana’s own breach or wrongdoing, and without prejudice to any liability that cannot lawfully be excluded or limited.

Subject to applicable law, Shardana will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill arising from the Buyer’s use of Trust Run.

Subject to the exclusions that cannot lawfully be limited and to any liability that must remain subject to a statutory reasonableness test, Shardana’s aggregate liability to a Buyer arising out of or in connection with this Agreement in any 12-month period shall not exceed the greater of (a) the Buyer Service Fees and shipping charges actually paid by that Buyer to Shardana during the preceding 12 months and (b) EUR 1,000.

The parties acknowledge that these limitations allocate risk in a B2B platform relationship and do not limit the Producer’s independent liability to the Buyer under the separate contract of sale.

19. Indemnity

To the extent permitted by law, the Buyer shall indemnify Shardana against third-party claims, losses, liabilities and reasonable costs arising directly from the Buyer’s unlawful use of Trust Run, fraudulent or misleading information supplied by the Buyer, infringement caused by Buyer-supplied content, or material breach of this Agreement, except to the extent caused by Shardana’s own breach, negligence or wrongdoing.

20. Confidentiality

Each party must keep confidential non-public commercial, technical and business information received from the other in connection with Trust Run and use it only for the purposes of the relationship, except where disclosure is required by law, to professional advisers under confidentiality duties, or to service providers where reasonably necessary.

21. Notices and Communications

Operational communications may be delivered through the platform, the Buyer account or the email address associated with the account. The Buyer must maintain a working email address and monitor relevant account notifications.

Formal notices to Shardana may be sent using the contact method identified on the Trust Run website or in the applicable legal notice.

22. Changes to These Terms

Trust Run may update this Agreement where reasonably necessary to reflect changes in law, regulation, platform functionality, payment/logistics arrangements, security requirements or the business model.

The updated version and effective date will be made available on the platform. Where a change materially affects an existing Buyer relationship, Trust Run will provide reasonable notice where practicable. Continued use after the effective date may constitute acceptance where legally appropriate; where fresh express acceptance is required, Trust Run will request it.

23. Entire Agreement, Severability and Waiver

This Agreement, together with documents expressly incorporated by reference and the applicable Order information, constitutes the agreement between Shardana and the Buyer concerning the Trust Run platform services.

It does not replace the separate sale contract between Buyer and Producer.

If any provision is held invalid or unenforceable, the remaining provisions continue in effect to the fullest extent permitted by law. A failure or delay to exercise a right does not waive that right.

24. Assignment

The Buyer may not assign or transfer this Agreement without Shardana’s prior written consent. Shardana may assign or transfer this Agreement as part of a corporate reorganisation, financing, sale of business or transfer of the Trust Run platform, provided this does not materially reduce the Buyer’s contractual rights.

25. Third-Party Rights

Except where this Agreement expressly states otherwise, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of a third party that exists independently of that Act.

26. Governing Law and Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over disputes between Shardana and the Buyer arising out of or in connection with this Agreement, without prejudice to mandatory rules or jurisdiction that cannot lawfully be excluded.

The separate sale contract between Buyer and Producer may be subject to mandatory laws and contractual terms applicable to that sale. This clause governs the Buyer’s contractual relationship with Shardana for the Trust Run platform services.

27. Electronic Acceptance and Evidence

This Agreement is intended for electronic acceptance during Buyer registration and/or before the Buyer first uses transaction functionality.

Trust Run may retain electronic evidence of acceptance, including the Buyer account identifier, timestamp, Agreement version and the acceptance text displayed at the time. Electronic records may be used as evidence of the contractual relationship to the extent permitted by law.

Effective date: 2 November 2026 (Version 1.1). Version 1.1 introduces the shipping service supplied by Shardana (sections 5, 6, 7 and 8), the rules on delivery reservations and claims (section 9), refunds through the platform (section 11) and the sharing of delivery data with the logistics provider (section 14), and names the platform commission “Buyer Service Fee”.

Previous version: Version 1.0, effective 31 August 2026, available at buyer-agreement-v1.0.html.