TERMS AND CONDITIONS

Last updated: 01 August 2026

Please read these Terms and Conditions carefully before using the Service.

1. ACCEPTANCE OF TERMS

These Terms and Conditions (“Terms”) govern your access to and use of the WELLENGI Global Oilfield Marketplace (the “Service”), the online marketplace functionality made available at https://www.wellengi.com.

The Service forms part of the wider WELLENGI website at https://www.wellengi.com, which also includes our well engineering consultancy, advisory, sourcing, equipment selection, inspection, and other services, and related corporate pages. These Terms apply only to the Service — that is, the marketplace functionality (account registration, Listings, and requests for quotation). Our consultancy, advisory, sourcing, and direct trading engagements are provided under separate written agreements and are not governed by these Terms. Browsing or using the non-marketplace areas of our website does not make you a User of the Service.

The Service is owned and operated by WELLENGI FZCO, registered as a Free Zone Company with limited liability pursuant to Law No. 16 of His Highness the Ruler of Dubai and the implementing regulations issued thereunder by the Dubai Integrated Economic Zones Authority (DIEZ), registration no. DSO-FZCO-45349, Trade Licence no. 47556, having its office at 308-J, Building A2, IFZA, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates (the “Operator”, “Company”, “We”, “Us”, or “Our”).

By accessing, registering for, or using the Service, you agree to be legally bound by these Terms. If you do not agree, you must not access or use the Service.

These Terms incorporate by reference our Privacy Policy & Cookie Notice.

2. BUSINESS USE ONLY

The Service is intended solely for business users.

By using the Service, you represent and warrant that:

  • You are acting on behalf of a company, partnership, or other legal entity;
  • You are duly authorised to bind that entity to these Terms;
  • You are not acting as a consumer for personal, family, or household purposes;
  • You are at least 18 years of age.

The Service is not intended for, and is not made available to, consumers. Any consumer protection rights that would otherwise arise do not apply to the extent permitted by law.

3. DEFINITIONS

For the purposes of these Terms:

  • Account means a registered account on the Service.
  • Affiliate means any entity that controls, is controlled by, or is under common control with a party.
  • Buyer means a User seeking to purchase, acquire, or request a quotation for Goods.
  • Content means any text, images, drawings, specifications, documents, data, or other material submitted to, or made available through, the Service.
  • Goods means industrial equipment, machinery, drilling and oilfield equipment, spare parts, materials, consumables, tubulars, and related commercial items listed on or transacted through the Service.
  • Listing means an offer, advertisement, or inventory record published on the Service by a Seller.
  • Order means either (i) a request for quotation (“RFQ”) or (ii) a binding purchase order, depending on the transaction structure agreed between the relevant Users.
  • Seller means a User listing or offering Goods on the Service.
  • Service means the online marketplace functionality operated by the Operator under the name “WELLENGI Global Oilfield Marketplace” — namely account registration, Listings, RFQs, and related applications and functionality — accessible via the WELLENGI website at https://www.wellengi.com. The Service does not include the non-marketplace areas of that website, including our well engineering consultancy, advisory, sourcing, and other services.
  • User or You means any business entity, and any individual acting on its behalf, accessing or using the Service.

4. ACCOUNTS AND REGISTRATION

4.1 Account creation

Certain functionality requires registration. You agree to provide accurate, current, and complete information at registration and to keep it updated.

4.2 Account security

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your Account. You must notify Us immediately at support@wellengi.com of any unauthorised use or suspected compromise.

4.3 Authorised users

You are responsible for the acts and omissions of any individual accessing the Service through your Account, whether or not authorised by you.

4.4 Approval

We may accept or decline any registration at Our sole discretion, and may require verification documentation before activating or continuing to provide Account access (see Section 10).

5. ROLE OF THE OPERATOR

5.1 Default role — platform provider

The Operator provides a technology platform to facilitate connections between Buyers and Sellers.

Unless expressly stated otherwise in writing:

  • The Operator does not own, possess, store, inspect, or control the Goods;
  • The Operator does not take title to Goods;
  • The Operator is not a party to contracts between Users;
  • The Operator does not act as agent, broker of record, partner, joint venturer, or representative of any User;
  • Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between the Operator and any User.

Contracts for the sale or purchase of Goods are concluded directly between Buyers and Sellers.

5.2 Brokerage role

The Operator may charge brokerage commissions, introduction fees, listing fees, or service fees in connection with transactions introduced or facilitated through the Service.

Such fees may be payable by the Seller, the Buyer, or both parties, as disclosed in the relevant Listing, transaction, invoice, or separate agreement.

5.3 Direct seller role

In certain transactions, the Operator may act as a direct seller, principal, or re-exporter of Goods.

In such cases:

  • Separate contractual documentation shall apply;
  • Title transfer, risk allocation, delivery terms (Incoterms), warranties, and payment terms shall be governed by that separate documentation;
  • These Terms govern only your use of the Service, and not the sale contract itself;
  • In the event of conflict, the separate sale documentation prevails over these Terms in respect of that transaction.

5.4 Agency and mandate arrangements

Where the Operator has been appointed by a Seller under a separate agency, consignment, or asset disposal mandate, the scope of the Operator's authority is defined exclusively by that mandate and is not expanded by these Terms.

6. USER OBLIGATIONS AND ACCEPTABLE USE

6.1 General obligations

Users agree to:

  • Provide accurate, complete, and non-misleading information;
  • Conduct their own due diligence regarding Goods and counterparties;
  • Independently verify specifications, condition, quantity, ownership, certifications, and suitability;
  • Ensure compliance with all applicable laws and regulations;
  • Comply with export controls, sanctions laws, customs regulations, anti-bribery laws, and trade restrictions;
  • Maintain all licences, permits, and authorisations required for their activities.

Users are solely responsible for determining whether any transaction is legally permissible in all relevant jurisdictions.

6.2 Prohibited conduct

You must not:

  • Use the Service for any unlawful purpose or in furtherance of any unlawful transaction;
  • Misrepresent your identity, authority, corporate affiliation, or ownership of Goods;
  • Post Content that is false, misleading, defamatory, or infringing;
  • Scrape, crawl, harvest, index, or systematically extract data from the Service by automated means without Our prior written consent;
  • Reverse engineer, decompile, or attempt to derive the source code of the Service;
  • Introduce malware, conduct penetration testing, or attempt to gain unauthorised access to the Service or its underlying infrastructure;
  • Interfere with or disrupt the integrity or performance of the Service;
  • Resell, sublicense, or commercially exploit access to the Service or its data;
  • Use contact details obtained through the Service for unsolicited marketing unrelated to a genuine transaction;
  • Circumvent the Service to avoid fees (see Section 9.3).

7. LISTINGS AND CONTENT

7.1 Seller responsibility

Sellers are solely responsible for the accuracy, completeness, and legality of their Listings, and for ensuring that their Listings and transactions comply with all applicable laws, regulations, export controls, and sanctions regimes, and for obtaining any required licences or authorisations.

Sellers warrant that they have good title to, or full authority to sell, all Goods listed.

7.2 No verification by the Operator

The Operator does not guarantee:

  • Accuracy or completeness of descriptions;
  • Availability, quantity, or continued availability of Goods;
  • Technical specifications, certifications, or serial number authenticity;
  • Compliance with any regulatory, industry, or API standard;
  • Ownership, title, or absence of encumbrance.

7.3 Prohibited items

Users may not list, advertise, offer, or transact in Goods that (without limitation):

  • Are illegal under any applicable law;
  • Are counterfeit, stolen, misappropriated, or subject to a lien, charge, or retention of title without disclosure;
  • Infringe any intellectual property rights;
  • Are subject to export controls or sanctions without proper authorisation;
  • Originate from, are located in, or are destined for sanctioned jurisdictions, or involve prohibited or restricted parties;
  • Constitute controlled dual-use, military, or defence articles without the required licences;
  • Contain radioactive sources, explosives, or Class 1 dangerous goods, unless expressly pre-approved in writing by the Operator;
  • Are hazardous or regulated materials prohibited from sale or shipment through the Service.

7.4 Licence to Content

You retain ownership of your Content. You grant the Operator a non-exclusive, worldwide, royalty-free, sublicensable licence to host, store, reproduce, adapt (for formatting and display purposes), publish, and distribute your Content for the purposes of operating, marketing, and promoting the Service and the relevant Listing. This licence survives termination in respect of Content already published, archived, or incorporated into transaction records.

7.5 Removal and takedown

The Operator reserves the right, at its sole discretion and without prior notice, to edit, remove, or refuse any Listing or Content, suspend any transaction, or restrict access to the Service if it reasonably believes that any Listing violates these Terms or poses legal, regulatory, commercial, or reputational risk.

If you believe Content on the Service infringes your rights, contact support@wellengi.com with sufficient detail to identify the Content and the basis of your claim.

8. CONFIDENTIALITY

Information exchanged between Users through the Service — including RFQs, inventory schedules, pricing, and technical documentation — may be commercially sensitive.

Users agree to use such information solely for the purpose of evaluating and performing the relevant transaction, and not to disclose it to third parties except to their professional advisers and Affiliates on a need-to-know basis, or as required by law.

This obligation does not apply to information that is or becomes public through no breach by the receiving User, was lawfully known prior to disclosure, or is independently developed.

Where a separate non-disclosure or non-circumvention agreement (NDA/NCNDA) is executed between Users or between a User and the Operator, that agreement prevails in respect of its subject matter.

9. TRANSACTIONS

9.1 Formation of contracts

Submission of a request, inquiry, RFQ, or Order through the Service does not automatically create a binding contract unless expressly agreed between the relevant Users.

Any contract for the sale or purchase of Goods is concluded directly between the Buyer and the Seller, unless the Operator expressly acts as a direct seller under separate contractual documentation.

The Operator is not a party to contracts between Users unless explicitly stated in writing.

9.2 Fees and brokerage commission

The Operator may charge brokerage commissions, introduction fees, or service fees in connection with transactions directly or indirectly introduced or facilitated through the Service.

Fees may be payable by the Seller, the Buyer, or both, as disclosed in the relevant Listing, transaction, invoice, or separate agreement.

Unless otherwise agreed in writing, commission becomes due upon the earlier of: (i) execution of a binding agreement between the relevant Users; (ii) payment; (iii) delivery; or (iv) performance of the transaction.

Invoices are payable in full, without set-off or deduction, within thirty (30) days of the invoice date (the “Due Date”), unless a different period is agreed in writing.

Amounts not paid by the Due Date shall accrue simple interest at the rate of nine per cent (9%) per annum, calculated on a daily basis from the Due Date until the date of actual payment. Interest shall not be compounded. Where applicable law prescribes a lower maximum rate, that lower rate shall apply.

The Operator additionally reserves the right to suspend the Account and withhold services while any undisputed invoice remains overdue.

All fees are exclusive of VAT and other applicable taxes, which shall be added where required. Users are responsible for their own tax, customs, and duty obligations.

Failure to pay applicable fees constitutes a material breach of these Terms.

9.3 Anti-circumvention

Users agree not to circumvent or bypass the Service in order to avoid payment of commission or fees owed to the Operator.

If a Buyer and Seller who were introduced through the Service conclude a transaction directly or indirectly — including through Affiliates, agents, nominees, subsidiaries, or related entities of either party — within 24 months from the date of their first introduction via the Service, as evidenced by communications, Listings, introductions, RFQs, or Account interactions on the Service, commission shall remain payable to the Operator as if the transaction had been completed through the Service.

This obligation applies regardless of whether the transaction is finalised on or off the Service, and regardless of whether the Goods transacted are the same as those originally listed or enquired about.

Violation of this provision constitutes a material breach of these Terms and may result in suspension of Accounts and recovery of unpaid commissions, together with reasonable costs of recovery.

9.4 Payment facilitation

The Operator may facilitate payments through third-party payment processors or escrow providers.

The Operator:

  • Is not a bank, financial institution, money transmitter, or payment service provider;
  • Does not act as trustee or fiduciary unless expressly agreed in writing;
  • Does not hold client funds except where expressly stated;
  • Does not guarantee the performance, solvency, or availability of any payment processor or escrow provider.

All payment processing and escrow services are governed by the applicable third-party terms and conditions.

9.5 Logistics, title, and risk

Unless the Operator acts as direct seller, the Operator has no responsibility for packing, loading, inspection, freight, insurance, customs clearance, or delivery. Title and risk pass as agreed between Buyer and Seller under their own contract and Incoterms.

9.6 Disputes between Users

Users are solely responsible for resolving disputes arising from transactions between them.

The Operator may, at its discretion, assist in facilitating communication but is not obligated to mediate, arbitrate, adjudicate, or indemnify in respect of such disputes.

Where escrow services are used, dispute resolution may additionally be governed by the applicable escrow provider's terms.

10. VERIFICATION, EXPORT CONTROL, AND SANCTIONS

10.1 User responsibility

Users are solely responsible for compliance with:

  • Export control laws (including, where applicable, the U.S. Export Administration Regulations and EU dual-use regulations);
  • Sanctions regulations administered by the United Nations, the United Arab Emirates, OFAC, the European Union, the United Kingdom, and other competent authorities;
  • Customs and import/export laws;
  • Licensing, end-use, and end-user requirements;
  • Anti-money laundering and counter-terrorist financing laws.

10.2 Screening and verification

The Operator reserves the right, at any time, to conduct compliance screening, identity verification, business verification (KYC/KYB), restricted-party screening, and adverse media checks on any User, its officers, and its beneficial owners.

The Operator may request documentation including but not limited to:

  • Corporate registration and licensing documents;
  • Identification of ultimate beneficial owners;
  • Proof of authority to act;
  • End-user statements and end-use certificates;
  • Export licences or regulatory approvals.

10.3 Consequences

The Operator may suspend, restrict, refuse, or terminate access to the Service, or suspend or cancel any transaction, if:

  • Required documentation is not provided;
  • Compliance concerns arise;
  • Sanctions, diversion, or export-control risks are identified;
  • Fraud or unlawful activity is suspected.

The Operator may cooperate with payment processors, financial institutions, regulators, or law enforcement authorities as required by applicable law.

The Operator shall not be liable for any action taken in good faith to comply with legal or regulatory obligations, or for any loss arising from such action.

10.4 User representation

You represent and warrant on a continuing basis that neither you, your Affiliates, your directors, nor your beneficial owners are subject to sanctions or listed on any restricted-party list, and that you will not use the Service to facilitate any transaction involving a sanctioned party or jurisdiction.

11. THIRD-PARTY SERVICES

The Operator may facilitate introductions to third-party providers including inspection services, third-party inspection agencies, logistics providers, freight forwarders, customs brokers, insurers, and payment processors.

Such services are governed by separate agreements between Users and the third-party providers. The Operator is not responsible for the acts, omissions, pricing, or performance of third-party providers, and makes no recommendation or warranty in respect of them.

The Service may contain links to third-party websites. The Operator does not control and is not responsible for their content or practices.

12. INDUSTRIAL AND TECHNICAL DISCLAIMER

The Operator does not:

  • Inspect, test, or certify Goods;
  • Guarantee performance, remaining service life, or fitness for downhole or surface application;
  • Provide engineering, well design, or metallurgical advice;
  • Guarantee regulatory, API, ISO, or classification-society compliance;
  • Warrant fitness for a particular purpose.

All Goods are provided by Sellers “as is, where is” unless otherwise expressly agreed directly between Users.

The Operator makes no representation regarding the existence, ownership, condition, authenticity, traceability, certification, inspection history, or regulatory status of any Goods.

Buyers are solely responsible for independent verification, inspection, and recertification prior to use.

Users acknowledge and agree that they do not rely on any representation, statement, description, photograph, specification, communication, or other information made available through the Service when entering into transactions. Each User conducts its own independent investigation, due diligence, and verification of Goods prior to entering into any transaction.

13. INTELLECTUAL PROPERTY

The Service, including its software, design, structure, databases, trade marks, logos, and all associated intellectual property, is and remains the exclusive property of the Operator or its licensors.

Subject to your compliance with these Terms, the Operator grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Service for your internal business purposes.

No right is granted to use the Operator's trade marks, trade names, or branding without prior written consent.

Any feedback or suggestions you provide may be used by the Operator without restriction or compensation.

14. SUSPENSION AND TERMINATION

The Operator may, at its sole discretion and without prior notice, suspend or terminate any Account, remove Content, or restrict access to the Service if:

  • A User breaches these Terms;
  • Commission avoidance or circumvention is suspected;
  • Fraudulent, misleading, or unlawful activity is suspected;
  • Sanctions or compliance concerns arise;
  • The User poses legal, regulatory, or reputational risk to the Service.

You may close your Account at any time by contacting support@wellengi.com.

The Operator shall not be liable for any losses resulting from suspension or termination.

Termination or suspension of an Account shall not affect accrued rights or obligations, including outstanding fees.

The following provisions survive termination: Section 7.4 (Licence to Content), Section 8 (Confidentiality), Section 9.2 (Fees), Section 9.3 (Anti-Circumvention), Section 12 (Industrial and Technical Disclaimer), Section 13 (Intellectual Property), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 19 (Dispute Resolution), Section 20 (Governing Law), and Section 21 (General).

15. INDEMNIFICATION

Users agree to indemnify, defend, and hold harmless the Operator and its Affiliates, directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, fines, penalties, or expenses, including reasonable legal fees and arbitration costs, arising out of or relating to:

  • Transactions between Users;
  • Breach of these Terms;
  • Misrepresentation or inaccurate Listings;
  • Violation of export control, sanctions, customs, or anti-bribery laws;
  • Regulatory violations;
  • Infringement of third-party intellectual property rights;
  • Claims relating to Goods, including product liability, personal injury, and property damage.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the total aggregate liability of the Operator, whether based on contract, tort (including negligence), strict liability, or otherwise, arising out of or relating to these Terms or the Service, shall not exceed the greater of:

  • USD 5,000; or
  • The total amount of fees paid by You to the Operator through the Service in the twelve (12) months preceding the event giving rise to the claim.

The Operator shall not be liable for:

  • Loss of profits or anticipated savings;
  • Loss of business, contracts, or opportunity;
  • Business interruption or operational downtime;
  • Non-productive time, rig downtime, or production losses;
  • Well control incidents or equipment failure consequences;
  • Loss or corruption of data;
  • Indirect, incidental, special, punitive, or consequential damages;
  • Third-party claims.

These limitations apply regardless of the legal theory of liability, even if the Operator has been advised of the possibility of such damages, and shall apply to the fullest extent permitted by applicable law. Nothing in these Terms excludes liability for fraud or for any liability that cannot be excluded by law.

17. DISCLAIMER OF WARRANTIES

The Service is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, or statutory.

The Operator disclaims all warranties, including merchantability, fitness for a particular purpose, title, accuracy, and non-infringement.

The Operator does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected.

18. FORCE MAJEURE

The Operator shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics, war, armed conflict, terrorism, civil unrest, government actions, sanctions or export restrictions, changes in law or regulation, port or border closures, internet or telecommunications failures, system outages, hosting provider failures, cyberattacks, labour disputes, and payment processor disruptions.

In such cases, the Operator's obligations shall be suspended for the duration of the force majeure event.

19. DISPUTE RESOLUTION AND ARBITRATION

19.1 Good faith negotiation

The parties shall first attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days following written notice of the dispute.

19.2 Arbitration

Any dispute arising out of or in connection with these Terms or the use of the Service, including any question regarding its existence, validity, or termination, that is not resolved under Section 19.1 shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which Rules are deemed incorporated by reference into this clause.

  • Seat of arbitration: Dubai, United Arab Emirates
  • Language: English
  • Number of arbitrators: One (1)

Arbitration shall be mandatory and exclusive. The arbitral award shall be final and binding. Each party shall bear its own legal costs unless otherwise determined by the arbitrator.

Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

19.3 Interim relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

19.4 No class actions

Disputes shall be resolved on an individual basis. You waive any right to participate in a class, collective, or representative proceeding.

20. GOVERNING LAW

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

21. GENERAL

21.1 Entire agreement. These Terms, together with the Privacy Policy & Cookie Notice and any separate written agreement between you and the Operator, constitute the entire agreement between the parties in respect of the Service and supersede all prior understandings.

21.2 Order of precedence. In the event of conflict, a signed separate agreement between you and the Operator prevails over these Terms.

21.3 Assignment. You may not assign or transfer your rights under these Terms without Our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, restructuring, or sale of assets.

21.4 Severability. If any provision is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary, or severed, and the remaining provisions shall continue in full force.

21.5 No waiver. Failure to enforce any provision does not constitute a waiver of that or any other provision.

21.6 No third-party rights. These Terms do not confer rights on any person who is not a party, except in favour of the Operator's Affiliates, officers, and employees under Sections 15 and 16.

21.7 Notices. Notices to the Operator must be sent to support@wellengi.com. Notices to you may be sent to the email address registered on your Account and are deemed received on transmission.

21.8 Language. These Terms are executed in English. Where a translation is provided for convenience, the English version prevails in the event of any inconsistency, save where applicable law requires otherwise.

22. CHANGES TO THESE TERMS

The Operator may modify these Terms at any time. The revised version will be posted on this page with an updated “Last updated” date.

Where changes are material, We will use reasonable efforts to notify registered Users by email or through the Service in advance of the effective date. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

23. CONTACT

WELLENGI FZCO Office 308-J, Building A2, IFZA, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates

General enquiries: support@wellengi.com Sales enquiries: sales@wellengi.com