Terms and Conditions

Last updated: Friday, February 16, 2018
  1. Background
    1. Blackstar Markets LLC ("Blackstar") is incorporated in the state of New York (DOS ID # 5236220).
    2. These Terms and Conditions (also referred to as the "Agreement") set out the agreement by which Blackstar will provide the "Services" (the services falling within the scope of Clause 2 through 3 below) to you (the "Customer"). By using our services, or by clicking the “I Accept” button when logging into the Blackstar Trading Platform, or by signing this Agreement below, these Terms and Conditions are deemed to have been accepted.
    3. This Agreement supersedes any previous agreement between the Customer and Blackstar on the same subject matter.
    4. We will perform our obligations with reasonable skill and care, subject to applicable laws and requirements.
  2. Broking Services
    1. We will provide you broking services on a name-passing basis in physically and financially settled commodities, including Biofuels products (the "Transactions").
    2. You agree that at the time you instruct us to arrange any Transaction for you, such Transaction will be subject to these Terms and Conditions.
    3. We deal on an arranging-only basis and do not advise on the merits of any given Transaction. In asking us to arrange any Transaction, you the Customer represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. We give you no warranty as to the suitability of the products traded under these Terms and Conditions and assume no fiduciary duty in our relations with you.
    4. You may give us instructions by telephone (including voice over IP), Cloud9, email or IM (collectively "Voice Instructions"). All Voice Instructions may be recorded. When giving us a Voice Instruction you must specify if the price is firm or indicative. For the avoidance of doubt, all Voice Instructions will be deemed indicative unless you have notified us otherwise.
    5. We may, at our discretion, give individual persons ("Users") of the Customer access to Blackstar’s web based trading platform (the "Blackstar Trading Platform"). All prices, quotes and/or instructions entered by a User in the Blackstar Trading Platform are firm prices and can be transacted.
  3. Blackstar Trading Platform
    1. Where Blackstar, at its discretion, provides a Customer access to the Blackstar Trading Platform, Blackstar grants the Customer (and each User) a limited non-exclusive, non- transferable, revocable licence to use and access the Blackstar Trading Platform in accordance with these Terms and Conditions.
    2. To access the Blackstar Trading Platform, Blackstar will provide a User with a username and password (a "User Login"). The Customer shall maintain and ensure the security and confidentiality of User Logins. The Customer will prevent the unauthorised use of any User Login and will immediately notify Blackstar of any suspected unauthorised access to any User Login or to the Blackstar Trading Platform.
    3. All bids and offers entered into the Blackstar Trading Platform ("Live Orders") are firm bids and offers until effective instructions to withdraw such bids and offers are entered and accepted on the Blackstar Trading Platform.
    4. A User may instruct Blackstar to enter, remove, amend, hit or take Live Orders on its behalf. All instructions shall be given either or by recorded telephone lines or by electronic messaging systems directly to the broker responsible for the Transaction and shall be deemed received by Blackstar only when actually received and read by the broker responsible for the Transaction. All instructions shall only be effective when entered onto the Blackstar Trading Platform by Blackstar.
    5. A User's Live Orders may at any time be cancelled by Blackstar for any reason. Such reasons shall include but not be limited to a technical failure of the Blackstar Trading Platform.
    6. Blackstar may in its absolute discretion suspend or terminate at any time a Customer's or a User's access to the Blackstar Trading Platform.
    7. Prior to entering Live Orders for any bilaterally settled product (physical or financial), the Customer must notify Blackstar of the Customer's credit matrix specifying the counterparties with whom a Customer will trade, as amended from time to time (the "Credit Matrix". The Customer may amend their Credit Matrix by giving notice to Blackstar of its wish to do so. Notice to amend will only be accepted by Blackstar by electronic message to the email address designated by Blackstar for such purpose or such other method as agreed between the parties from time to time. Blackstar shall input amendments to Credit Matrix properly received, and such amendments shall be effective only when these amendments have been inputted and accepted onto the Blackstar Trading Platform.
    8. The Customer shall be solely responsible for:
      1. All Live Orders transmitted through the Blackstar Trading Platform by any of its Users, (or transmitted by Blackstar at the request of the Users) regardless of whether a Users’ action was beyond his authority, or whether such transmission was the result of an error, accident, fraud, or similar cause; and
      2. the use of any information or services obtained through or with the assistance of the User Login of any of its Users; and
      3. any and all costs, charges, or expenses incurred in connection with, or as a result of, the use of the User Login of its Users, or any improper or fraudulent action in connection therewith.
  4. Clearing Services
    1. If we agree to do so, we will arrange for your Transactions to be cleared by your clearer. Any Transaction that you have requested to be submitted for clearing will be arranged subject to acceptance at the relevant clearing house.
    2. The Customer will provide Blackstar with all reasonable assistance to ensure Blackstar can submit cleared Transactions according the relevant clearing house’s reporting rules. Blackstar is not liable in any way if it must cancel a Transaction if it is unable to submit a cleared Transaction for whatever reason.
  5. Fees
    1. The Customer shall, for each Transaction concluded, pay brokerage commissions at the rates agreed between Blackstar and the Customer from time to time. All brokerage commissions shall be payable within 30 days of receipt of an invoice from Blackstar.
  6. Confirmations and Disputes
    1. We will email you trade confirmations on the same day of each Transaction.You will notify us as soon as reasonably practical upon receipt of such trade confirmations (but in no event later than 6pm EST on the day the Transaction is concluded) if you are not in agreement with any trade confirmation or other notification from us. In the absence of such notification by you, the trade confirmation will (in the absence of manifest error) be conclusive and binding on you.
    2. In the event that a bilateral (principal to principal) Transaction is being queried by a Customer for a manifest error in a Transaction ("Transaction Error") the following procedure shall apply:
      1. The Customer shall notify the counterparty to the Transaction and Blackstar they believe that there has been a Transaction Error. Such notification shall be by 6pm EST on the day the Transaction is concluded. The parties to the Transaction shall seek to reach an agreement in relation to the Transaction.
      2. In the event that the parties to the Transaction are unable within 3 business days of the Transaction to reach an agreement, the parties shall notify Blackstar.
      3. Once Blackstar has been so notified, Blackstar shall make its own determination in relation to the Transaction based on the price at which the transaction was concluded and the then market price. Blackstar shall endeavour to resolve the query between the parties amicably.
      4. In the event that the parties do not agree with Blackstar’s determination in relation to the transaction then Blackstar shall convene a committee to determine the Transaction Error. The finding of this committee shall be binding on both parties to the transaction. Blackstar shall not be required to indicate how a member of the committee voted.
      5. The committee shall comprise of no less than three (3) companies (other than the companies who were party to the Transaction or their affiliates) selected by Blackstar from the main market participants (in Blackstar’s good faith opinion) at the time who are willing to participate as a committee member.
      6. The decision of the committee based on a majority vote that the Transaction should be:
        1. unwound; or
        2. implemented as transacted; or
        3. where the committee vote by a majority that the price of the Transaction should be revised, the price of the Transaction shall be revised to the arithmetic average of the prices proposed by all the members of the committee; or
        4. such other decision of the committee as it may in its absolute discretion determine,
        shall be final and binding.
  7. Confidentiality and Data
    1. The Blackstar Trading Platform contains "Confidential Information" (including without limitation copyright, trademarks, underlying software, screen design, layout, look and feel, graphics, order data, trade data and product data) belonging Blackstar. The Customer shall take all steps reasonably necessary to preserve and protect the Confidential Information and proprietary interest of Blackstar.
    2. All rights in and to data in connection with the Blackstar Trading Platform belong to Blackstar and Blackstar does not grant the Customer any rights in the data transmitted through the Blackstar Trading Platform. The Customer will not make any permanent record of this data nor will it re-distribute this data other than to other Users.
    3. The Customer acknowledges and agrees that any and all intellectual property rights which may subsist in the Blackstar Physical Platform (including without limitation copyright, trademarks, underlying software, screen design, layout, look and feel, graphics, order data, trade data and product data) are owned by and shall remain the property of Blackstar.
  8. Limitations of Liability and Indemnity
    1. Neither Blackstar nor our directors, officers, or employees shall be liable for any losses, damages, costs, or expenses incurred or suffered by you under these Terms and Conditions (or as a result of any Transaction) unless arising directly from our or their respective gross negligence, wilful default or fraud.
    2. You undertake that you will indemnify us and keep us indemnified against all actions, claims, costs and damages (including any compensation or damages paid by us on the advice of our legal advisers to compromise or settle any claim) and all legal costs and other expenses arising out of any Transaction that you enter into pursuant to these Terms and Conditions save for claims, costs and damages resulting from our gross negligence, wilful default or fraud.
    3. Blackstar does not warrant that the use of the Blackstar Trading Platform will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from use of the Blackstar Trading Platform. The Customer acknowledges that the Blackstar Trading Platform may not perform in accordance with any specification provided to the Customer.
    4. Blackstar’s maximum liability in statute, contract, common law, equity and otherwise concerning its performance and/or obligations under this Agreement shall be no more than an amount equal to 125% of the fees received by Blackstar from the Customer under this Agreement.
  9. Customer Warranty
    1. The Customer represents and warrants to Blackstar that:
      1. it is duly authorised to enter into these Terms and Conditions and has received all due authorisation and corporate power necessary to enter into these Terms and Conditions; and
      2. a User is duly authorised by the Customer to enter into Transactions on the Blackstar Trading Platform on a Customer's behalf.
  10. Term
    1. These Terms and Conditions may be terminated or suspended by either party at any time by giving the other party one month's written notice of its intention to terminate.
    2. Termination or suspension shall not relieve the Customer from any payment obligations due and owing to Blackstar.
  11. General
    1. Neither party shall be liable for any failure in performance of these Terms and Conditions if such failure arises out of causes beyond its control including but not limited to acts of God or the public enemy, acts of a civil or military authority, fire, flood, labour dispute, unavailability or restriction of computer or data processing facilities or of energy supplies, communications failure, riot or war.
    2. Save where expressly provided to the contrary under these Terms and Conditions, notices may be given orally, and such oral notices are effective immediately. The contents of the oral notice shall, as soon as practicable, be confirmed by an e-mail communication of the contents of the notice.
    3. Any notice or communication to be made under or in connection with these Terms and Conditions in writing (other than modifications) shall be addressed to the party to whom such notice or communication is to be given and shall be deemed to have been delivered to such party when delivered to the registered office of such party 72 hours after being deposited in the post postage pre-paid in an envelope addressed to it at that address. Notices may also be delivered via email and shall be deemed to have been delivered at the time of receipt.
    4. The Customer may not assign or transfer these Terms and Conditions or any rights, obligations or liabilities hereunder, whether in whole or in part, without Blackstar’s prior written consent.
    5. These Terms and Conditions are governed by and shall be construed in accordance with the laws of the state of New York and all disputes in connection with these Terms and Conditions shall be subject to the non-exclusive jurisdiction of the New York state courts.