Marketplace Rules &
Legal Framework

• Listing, advertising, and selling legitimate commercial goods and services in compliance with applicable law
• Sourcing, purchasing, and procuring goods and services for lawful commercial purposes
• Communicating with verified business counterparts through the Platform's messaging system
• Accessing Platform data and analytics for your own internal business use
• Participating in XB2BX programmes, features, and services for which you are duly registered

For the purposes of this Policy, fraud includes but is not limited to: advance-fee schemes, invoice fraud, identity fraud, payment fraud, chargeback fraud, counterfeit goods listing, phantom supplier schemes, bid manipulation, account takeover, social engineering attacks, misrepresentation of goods or services, and any intentional deceptive act designed to procure unlawful financial advantage.

XB2BX reserves the right to refuse verification, suspend, or terminate any account where verification cannot be satisfactorily completed, where documents appear fraudulent or inconsistent, or where the applicant appears on any sanctions or watchlist. Such decisions are final and no reason need be given where disclosure would constitute "tipping off" under applicable AML legislation.

• OFAC (USA) — Specially Designated Nationals (SDN) List and Consolidated Sanctions List
• HM Treasury (UK) — UK Consolidated List of Financial Sanctions Targets
• European Union — EU Consolidated Sanctions List
• United Nations — UN Security Council Consolidated Sanctions List
• FATF — High-Risk and Other Monitored Jurisdictions
• World Bank — Debarred & Cross-Debarred Entities List

Rights holders who identify infringing content on the Platform may submit a formal takedown notice to ip@xb2bx.com including: identification of the infringed work; identification of the infringing material; a declaration of good faith belief that use is not authorised; and a statement made under penalty of perjury that the notifier is authorised to act. XB2BX will act expeditiously upon receipt of valid notices. Counter-notices from Users who believe their content was wrongly removed may be submitted in accordance with the DMCA or equivalent applicable legislation.

• XB2BX is a marketplace operator and is not a party to transactions between Buyers and Sellers. XB2BX is not liable for the quality, safety, legality, or availability of any goods or services listed on the Platform.
• XB2BX's aggregate liability to any User for all claims arising under or in connection with the Platform shall not exceed the total fees paid by that User to XB2BX in the twelve (12) months preceding the claim.
• Under no circumstances shall XB2BX be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or other intangible losses.
• XB2BX is not liable for any losses arising from User reliance on information provided by other Users, nor for the conduct, acts, omissions, representations, or warranties of any User.

Each User agrees to indemnify, defend, and hold harmless XB2BX Operations Ltd., its officers, directors, employees, agents, licensors, and partners from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including legal fees) arising from: (i) the User's use of the Platform; (ii) the User's breach of any term of these Rules; (iii) the User's violation of any third-party rights including IP rights; (iv) any content posted by the User; or (v) any transaction entered into by the User through the Platform.

• Disputes must be filed within 180 days of the event giving rise to the dispute. Claims filed after this period are time-barred.
• The disputing party must submit all relevant transaction records, communications, and evidence at the time of filing
• Filing a dispute in bad faith, or for the purpose of disrupting a legitimate transaction, constitutes a Code of Conduct violation
• XB2BX's dispute resolution process does not restrict either party's right to seek urgent injunctive relief from a court of competent jurisdiction

• Rules: Arbitration shall be conducted under the LCIA Arbitration Rules (current version at the time of commencement)
• Seat: The legal seat of arbitration shall be London, England
• Language: Arbitration proceedings shall be conducted in English
• Arbitrators: Disputes up to USD 250,000 shall be determined by a sole arbitrator; disputes above that amount by a panel of three arbitrators
• Confidentiality: All arbitration proceedings, submissions, and awards shall be confidential
• Enforcement: Awards are enforceable under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention, 1958) in the 170+ signatory states
• Costs: Each party shall bear its own legal costs unless the arbitrator orders otherwise; arbitration fees shall be shared equally initially, subject to award

A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters (earthquakes, floods, hurricanes, pandemics, epidemics); acts of war, terrorism, or civil unrest; government actions, embargoes, or regulatory changes; strikes or industrial action; widespread internet or telecommunications failures; cyber-attacks or state-sponsored interference with critical infrastructure; or any other event that could not reasonably have been anticipated or prevented.

• Neither XB2BX nor any User shall be in breach of obligations, nor liable for failure to perform, to the extent such failure is caused by a Force Majeure Event
• The affected party must notify the other party of the Force Majeure Event and its anticipated duration as soon as reasonably practicable
• The affected party must use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance as soon as possible
• If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate any affected transaction by written notice, without liability, subject to payment for services already rendered
• Financial hardship, market downturns, or fluctuations in currency exchange rates do not constitute Force Majeure Events for the purposes of this clause

Where personal data is transferred outside the UK or EEA, XB2BX ensures appropriate safeguards are in place, including UK/EU Standard Contractual Clauses (SCCs), adequacy decisions, or Binding Corporate Rules as applicable. Data is never transferred to countries that lack adequate protections without the appropriate legal mechanisms in place.

Our Data Protection Officer can be contacted at dpo@xb2bx.com. Users in the EU or UK who believe their data protection rights have been violated may lodge a complaint with the UK Information Commissioner's Office (ICO) or the relevant EU supervisory authority in their country of residence.

• XB2BX charges transaction fees as published in the current Fee Schedule on the Platform, which may be updated with 30 days' notice
• All fees are exclusive of applicable VAT, GST, or equivalent taxes, which are the responsibility of the applicable party
• Fees are non-refundable except as expressly provided in these Rules or required by applicable law
• XB2BX reserves the right to withhold or offset fees against amounts owed by a User

Each User is solely responsible for determining and paying any applicable taxes — including income tax, VAT, GST, withholding tax, customs duties, or sales tax — arising from their use of the Platform. XB2BX may be required to collect, report, or withhold taxes in certain jurisdictions and will do so in compliance with applicable law. Users must provide accurate tax identification information when required.

Upon termination: (i) all access to the Platform and User data is revoked; (ii) all pending transactions may be cancelled at XB2BX's discretion; (iii) fees already earned by XB2BX are non-refundable; (iv) provisions of these Rules that by their nature survive termination shall continue in full force, including but not limited to Sections on Liability, Arbitration, IP, and AML obligations; (v) XB2BX retains the right to maintain records for legal and regulatory compliance purposes notwithstanding termination.

These Marketplace Rules and all disputes arising from or in connection with them shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Subject to the arbitration agreement in §11, the courts of England and Wales shall have exclusive jurisdiction to hear any matters not subject to arbitration.