Terms and Conditions


Last Updated: April 5, 2024


(1) Minehub Technologies Inc., a company incorporated under the laws of Canada of 717-1030 West Georgia Street, Vancouver, British Columbia, Canada V6E 2Y3 (“Minehub Technologies”); and

(2) [Customer Name], a company incorporated under the laws of [Country] of [Address]

This User Agreement (“Agreement”) contains terms and conditions that govern your access and use of the MineHub Platform, and is a contract between you (the “Customer”, “you”, “your”) and Minehub Technologies Inc. (“we”, “us”, “our”).  This Agreement applies during any Trial Period and during the Subscription Term.

This Agreement becomes binding and effective on you, upon the earliest of: (i) when you click an “I accept” button or checkbox presented with these terms, (ii) when you enter into an order with us, or, (iii) when you start your use of (any portion of) the MineHub Platform (the “Effective Date”).

Capitalized terms have the respective meanings assigned to them in Section 22.


We have agreed to provide and you have agreed to take and pay for access to the MineHub Platform subject to the terms and conditions of this Agreement.   


During any Trial Period, and subject to your complying with this Agreement, we will grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the MineHub Platform (i) to test and evaluate it, using demonstration data, and (ii) if explicitly agreed with you, for your use in a “live” operating or commercial production environment. The right to use extends to your Users and you agree to (and shall procure that your Users shall) abide by all the terms and conditions of this Agreement so far as they apply to use during the Trial Period.

During the Subscription Term, and subject to your complying with this Agreement, we will grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the MineHub Platform and the Services, solely for your business operations.  The right to use extends to your Users and you agree to (and shall procure that your Users shall) abide by all the terms of this Agreement and of any future End User Licence Agreement. 

At all times you agree that the right to use the MineHub Platform and the Services shall not include allowing the use of the MineHub Platform by, or for the benefit of, any person other than a User.


 3.1. Through access and use of the MineHub Platform, you have control over the types and amounts of data within your environment. By entering Your Content to your environment, you grant us the right to process Your Content in accordance with your instructions. To the extent necessary, you authorise all Users (including counterparts in a trade) that are involved in a Transaction to provide data for that Transaction to the MineHub Platform.

3.2. Any data you enter into your environment and any configuration you make within your environment during any Trial Period will be permanently deleted, unless you (i) upgrade to a full subscription to the MineHub Platform, or (ii) export Your Content from your environment at any time prior to the end of the Trial Period.

3.3. We will not access or use Your Content except as necessary to maintain or provide the MineHub Platform, or as necessary to comply with any applicable laws or regulations.


4.1. As at the Effective Date the Parties agree that there is no requirement for them to enter into an End User Licence Agreement.  However, if Minehub Technologies determines in the future that an End User Licence Agreement is required then the Parties agree to negotiate expeditiously and in good faith to agree the terms of an End User Licence Agreement.

4.2. You will comply with, and may not work around, any technical limitations with respect to your use of the MineHub Platform.  Some parts of the MineHub Platform and some features will not be available during any Trial Period, as we will notify you.

4.3. You are responsible for all activities that occur through the use of your Credentials, regardless of whether the activities are authorised by you, your Users, (other) employees or a third party (including your contractors, agents or (other) Users). Neither we nor our Affiliates can be held responsible for unauthorised access to the MineHub Platform through the use of your Credentials.


5.1. We will comply with our Code of Business Conduct and Ethics (which can be made available to you on request) with regard to compliance with international laws and regulations.  In entering into the Agreement you shall comply with (and procure that your Affiliates and Users comply with) all applicable laws and regulations in the jurisdiction/s where you operate including, but not limited to, the laws and regulations relating to anti-competitive behaviour, anti-corruption laws and trade sanctions.

5.2. You agree that you have the right to use all features of the MineHub Platform in your jurisdiction and will comply with all applicable export, import, and economic sanctions laws that prohibit or restrict the export, re-export or transfer of products, technology, services or data, directly or indirectly, to certain countries or end-users.

 5.3. We may restrict the availability of (any portion of) the MineHub Platform in any location ormodify or discontinue features to comply with applicable laws and regulations. We may also share information (to the extent accessible to us) as necessary to comply with laws and subject to our obligations on law enforcement requests notified to you.

5.4. Each party warrants that, as at the date of this Agreement it has not engaged in any anti-competitive behaviour in relation to the potential or actual terms and conditions of this Agreement, including any fees (including the Subscription Fee).


6.1. You shall pay the Subscription Fee for the Initial Subscription Term to us for the User Subscriptions and any Professional Services Fee in accordance with this clause 6.

6.2. You shall on or before the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.

6.3. If you provide credit card details to us, you hereby authorise us to bill such credit card by four equal instalments in advance on or before the Quarter Days except that:

  • (a) you must pay the first instalment of the Subscription Fee on the Effective Date; and
  • (b) that first instalment of the Subscription Fee shall be the proportion of the Subscription Fee calculated on a daily basis for the period from and including the Effective Date to and including the day before the next Quarter Day after the Effective Date.

6.4. If you provide approved purchase order information to us, we shall invoice you by four equal invoices in advance on or before the Quarter Days except that:

  • (a) we shall invoice the first instalment of the Subscription Fee on the Effective Date; and
  • (b) the first instalment of the Subscription Fee shall be the proportion of the Subscription Fee calculated on a daily basis for the period from and including the Effective Date to and including the day before the next Quarter Day after the Effective Date.

6.5. The Subscription Fee payable in respect of any Renewal Period shall continue to be charged quarterly in accordance with this clause 6.

6.6. Any Professional Services Fees shall be charged monthly in arrears at the hourly rate detailed on the Order Form and payment shall be due immediately on receipt of invoice.

6.7. If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies:

  • (a) we may, without liability to you, disable your password, account and access to all or part of the Services and Minehub Technologies shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  • (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Minehub Technologies’ bankers in Canada from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.8. All amounts and fees stated or referred to in this agreement:

  • shall be payable in United States dollars;
  • are non-cancellable and non-refundable;
  • are exclusive of value added tax, which shall be added to your invoice(s) at the appropriate rate.


7.1. The MineHub Platform is provided to you as a managed service. We use third-party hosting providers, other service providers and our Affiliates to support the provision of the MineHub Platform.  We reserve the right to engage and substitute such parties as we deem appropriate.

7.2. If you use the MineHub Platform in conjunction with Non-MineHub Applications or Third-Party Content, you are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at your risk. We do not provide support or guarantee ongoing integration support for Content that is not a native part of the MineHub Platform.


For information on the support that applies to your subscription, please refer to the Service Level Agreement.

Any support we provide during any Trial Period is at our discretion, is provided “as is” and without warranty. Service levels do not apply to use of the MineHub Platform during any Trial Period.


9.1. We will employ physical and technical measures in accordance with applicable industry practice to protect the MineHub Platform and prevent accidental loss or unauthorised access, use, alteration or disclosure of Your Content within your environment.

9.2. You agree to use reasonable efforts to prevent unauthorised access or use of the MineHub Platform and to promptly notify us if you believe (a) any Credentials have been lost, stolen, or made available to an unauthorised third party or (b) an unauthorised third party has accessed the MineHub Platform or Your Content.

9.3. You acknowledge and agree that any personal data you provide will be processed in accordance with our Privacy Notice, as may be amended from time to time.

9.4. Our Data Processing Agreement (DPA) is available on request and provides data protection information for the MineHub Platform and the types of Content that may be processed, the processing activities involved, the data protection features, and specifics on retention and return of Content. The DPA applies to personal data contained in Content, if and to the extent (i) the European General Data Protection Regulation (EU/2016/679) (GDPR); or (ii) other comparable data protection laws apply.


We strive to keep the MineHub Platform up and running; however, all online services suffer occasional disruptions and outages, and we are not liable for any disruptions or loss you may suffer as a result during any Trial Period.  During such periods you may be unable to access or use all or a portion of the MineHub Platform and some of Your Content may be deleted. Our liability for disruptions and outages during the Subscription Term will be subject to the provisions of the Service Level Agreement.  We carry out regular disaster recovery testing but, nevertheless, you should regularly back-up Your Content that you store within your environment.


The MineHub Platform may evolve over time, and we may change it at any time, and as far as we are able with advance notice within your environment. We may discontinue portions of the MineHub Platform. We may do so, for example, if it is no longer feasible or practical for us to provide a certain portion of the MineHub Platform, the technology changes, market feedback indicates change is needed, our agreements with third parties no longer permit us to make their Content available, or external issues arise that make it impractical to continue to provide portions of the MineHub Platform.  We will give you no less than one month’s advance notice of any material changes.


12.1. This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for [X MONTHS] (the Initial Subscription Term) and, thereafter shall be automatically renewed for the same length of term as the Initial Subscription Term or longer, as agreed between us (each a Renewal Period), unless otherwise terminated in accordance with the provisions of this Agreement.The Initial Subscription Term, together with any subsequent Renewal Periods, shall constitute the Subscription Term.

12.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

  • (a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty days after being notified in writing to make such payment;
  • (b) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty days after being notified in writing to do so;
  • (c) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors;
  • (d) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c);
  • (e) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  • (f) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

12.3. End of Trial Period. When any Trial Period ends you will be automatically upgraded to a full user subscription.  If you wish to end your subscription at the end of the Trial Period then you must give us 14 days’ written notice of such termination.   

12.4. On termination of this Agreement for any reason:

  • all licences granted under this Agreement shall immediately terminate and you shall no longer have access to the MineHub Platform;
  • each party shall return and make no further use of any equipment, property or any other items (and all copies of them) belonging to the other party
  • we may destroy or otherwise dispose of any of the User Data in our possession unless we receive, no later than ten days after the date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the User Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of User Data; and
  • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.


13.1. You acknowledge and agree that we and our Affiliates and licensors reserve all right, title and interest in and to the MineHub Platform, including all related intellectual property rights.  Except as expressly stated, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the MineHub Platform.

13.2. If you provide any Feedback to us or our Affiliates, we and our Affiliates will be entitled to use the Feedback without restriction or further obligation to you and the proprietary rights in any such Feedback shall automatically belong to us.

13.3. We confirm that we have all the rights in relation to the MineHub Platform that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement.


You agree to:

  • indemnify us from and against all Losses, which result from any breach or alleged breach by you of this Agreement; and
  • defend, indemnify and hold us harmless against actions, proceedings and Losses arising out of or in connection with your use of the MineHub Platform, provided that:
  • you are given prompt notice of any such claim;
  • we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
  • you are given sole authority to defend or settle the claim.


15.1. You agree that the MineHub Platform is provided “as is” without any warranties of any kind or nature, whether express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for any particular purpose, correspondence to description, title, lack of viruses or non-infringement.

15.2. We undertake that the Services will be performed substantially in accordance with this Agreement and with reasonable skill and care.

15.3. The undertaking at clause 15.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 15.2.

15.4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and the MineHub Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

15.5. This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

15.6. We warrant that we have and will maintain all necessary licences, consents and permissions necessary for the performance of our obligations under this Agreement.

15.7. We shall follow our archiving procedures for User Data as set out in our Back-Up Policy, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to User Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by us to perform services related to User Data maintenance and back-up, for which we shall remain fully liable).


16.1. Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our Affiliates and licensors (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the MineHub Platform or the Third-Party Content, and (b) disclaim all warranties, including any implied or express warranties, (i) of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, (ii) arising out of any course of dealing or usage of trade, (iii) that the MineHub Platform or Third-Party Content will be uninterrupted, error-free or free of harmful components, and (iv) that any Content will be secure or not otherwise lost or altered.

16.2. You understand that you are solely responsible for any damage to your systems or loss of Your Content that results from any material downloaded from or accessed for or otherwise provided through the MineHub Platform. Any Content or information accessed by or provided to you through the MineHub Platform is provided “as is”, “with all faults”, and “as available”. You access such Content or information at your own risk.

16.3. In no event shall either party have any liability of any kind or nature to the other party or any third party for any direct, indirect, incidental, consequential, special or punitive loss whatsoever (including, but not limited to, loss of profits or loss of any confidential or other information, business interruption and/or any other pecuniary or other loss whatsoever) arising out of or in any way relating to your use of or inability to use the MineHub Platform or otherwise with respect to this Agreement, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not a party has been advised of the possibility of any such loss.

16.4. Subject to clauses 16.1 to 16.3 inclusive our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the lesser of USD50,000 OR the total Subscription Fee paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

16.5. Nothing in this Agreement excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.


The Parties may only use each other’s Confidential Information in connection with the use of the MineHub Platform as permitted under this Agreement. Neither receiving Party will disclose the disclosing Party’s Confidential Information during the Subscription Term or at any time during the 5-year period following the end of the Subscription Term, except where such disclosure is required by law or by the rules of a recognised stock exchange. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the disclosing Party’s Confidential Information, including, at a minimum, those measures the receiving Party takes to protect its own confidential information of a similar nature.


We shall consult with you in issuing any press releases or otherwise making public statements with respect to your use of the MineHub Platform. Neither you nor we shall issue any such press release or otherwise make any such public statement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.


This Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Nothing in this clause 19 shall preclude any Party from seeking interim relief in any court of appropriate jurisdiction with respect to any alleged breach of its intellectual property or proprietary rights or of this Agreement, to protect its interests.


Unless the contrary intention is expressed, if there is an inconsistency between any of:

  • (a) Clauses 1 to 22 of this document;
  • (b) any schedule; and
  • (c) a document expressly incorporated by reference in:
    • (i) this document, or
    • (ii) a schedule
    • then the order of precedence between them will be the order listed above.


21.1. Entire Agreement. This Agreement (including, if used, any Order Form) is the entire agreement between us and supersedes all other proposals and agreements between us (whether oral or written) relating to the subject matter of this Agreement.

21.2. Assignment. You may not assign this Agreement or give or transfer the Services or an interest in them to another individual or entity, other than a User or Affiliate as expressly permitted under this Agreement, or with our prior written consent.

21.3. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


The following definitions are used within this Agreement:

“Affiliate” means any entity that controls, is controlled by, or is under common control, in each case either directly or indirectly with the relevant party, where “control” means the ownership of, or the power to vote more than fifty percent of the voting stock, shares or interests of the relevant entity.

“Confidential Information” means all nonpublic information disclosed by either Party, any Affiliates, business partners or the disclosing Party’s respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to such disclosing Party’s or its Affiliates’ business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that the disclosing Party is obliged to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between the Parties or their Affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving Party at the time of receipt from the disclosing Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.

“Content” means software (including machine images), data, text, audio, video or images.

“Credentials” means the unique security credentials generated by us for you which must be used by the Users to access and/or use the MineHub Platform.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of processing personal data in question under this agreement, including without limitation the European General Data Protection Regulation (EU/2016/679) and the data protection and privacy laws of Canada; in each case as amended, repealed, consolidated or replaced from time to time.

“End User Licence Agreement” means an end user licence agreement between Minehub Technologies and you and separately between Minehub Technologies and your Users.

“Feedback” means all the feedback relating to errors, problems or defects in the MineHub Platform that you identify and any suggested improvements to the MineHub Platform that you provide to us.

“Initial Subscription Term” the initial term of this Agreement as set out in clause 12.1 (including any Trial Period).

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including without limitation court costs and reasonable legal fees).

“Non-MineHub Application” means a web-based or offline software application that is provided by you or a third party and which interfaces or interoperates with the Services, including, for example, your self-hosted peer node, and an application that is developed by or for you as listed on a marketplace, and may also be referred to as “third party applications”.

“Order Form” means, when used, the form or online subscription process by which you agree to subscribe to and purchase the Services and, if applicable, the Support Services. The Order Form, if used, is part of and subject to the terms of this Agreement.

“MineHub Platform” means Minehub Technologies’ IT platform, designed to allow users that have been granted access to transact with one another and exchange trade data and assets in real-time, securely, privately, and using peer-to-peer communication.

“Privacy Notice” means our privacy notice available at https://minehub.com/privacy/

“Professional Services Fee” means the amount to be paid by you for the Professional Services described in the Order Form, if any.

“Quarter Days” means 1 January, 1 April, 1 July and 1 October.

“Renewal Period” means the period described in clause 12.1.

“Service Level Agreement” means the service level agreement (available on request) which may apply to your use of the MineHub Platform.  Any subscription for Support Services shall be detailed on the Order Form.

“Services” means the services we make available through the MineHub Platform, including any software, and other materials we make available as part of the services for your access and use of the MineHub Platform.

“Subscription Fee” means the amount described in the Order Form.

“Subscription Term” has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

“Support Fees” means the fees for the Support Services (if any) as detailed in the Order Form.

“Support Services” means the support services to be provided by us to you (if any) pursuant to the Service Level Agreement.

“Term” means any Trial Period and the Subscription Term.

“Third-Party Content” means Content made available to you by any third party in conjunction with the Services. For example, Third-Party Content includes Content that Minehub Technologies obtains from public sources or through a subscription service between you or Minehub Technologies and a provider of data, financial or business services.

“Transaction” means, with respect to one consignment / trade object, a set of trade data (such as the quantity, quality, origin, destination) and related interactions (sharing of data, confirmations, etc.) between the parties involved in the despatch and delivery (typically a seller, buyer, logistics service provider).

“Trial Period” means the free trial period (if any) starting on the Effective Date and ending on the earlier of: (i) the date [one/two/three months] after the Effective Date; and (ii) the commencement date of your full user subscription to the MineHub Platform.

“User Data” means the data inputted by you, any User, or by us on your or any User’s behalf for the purpose of using the MineHub Platform or facilitating the use of the MineHub Platform.

“User Subscriptions” means the user subscriptions purchased by you pursuant to clause 7 which entitle Users to access and use the MineHub Platform and other Services (if any) in accordance with this Agreement.

“User(s)” means any individual you authorise to access the MineHub Platform, including your employees, contractors or third parties that access the MineHub Platform on your behalf solely for your business.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

“Your Content” means Content that you or any User transfers to us for processing, storage or hosting by the Services in connection with your access to the MineHub Platform and any data you retrieve and/or computational results that you or any User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any User store in any private data collection or database.