Membership Terms
& Conditions

• You must be at least 18 years of age, or the age of majority in your jurisdiction if higher, to register as an individual member.
• Corporate members must be a validly incorporated and legally operating entity under the laws of their registered jurisdiction.
• You must have full legal capacity to enter into binding contracts.
• Your jurisdiction must not appear on any active international sanctions list maintained by the UN, EU, UK HM Treasury, US OFAC, or equivalent authority.

All Members are subject to a mandatory verification process before full platform access is granted. XB2BX reserves the right to request the following documentation at any stage of the relationship:

• Title & Authority: Sellers warrant that they hold full legal title to, or authority to sell, all goods and services listed on the Platform.
• Accuracy: All listings must be accurate, complete, and not misleading. Descriptions, images, certifications, and pricing must reflect the actual goods or services offered.
• Stock Integrity: Sellers must maintain accurate inventory levels and promptly delist items that are no longer available.
• Compliance: Goods must meet all applicable regulatory, safety, and import/export requirements for both origin and destination jurisdictions.
• Fulfilment: Upon acceptance of a trade, sellers are obligated to fulfil orders within agreed timelines. Unjustified non-fulfilment may result in suspension and financial penalties.
• Documentation: Sellers must supply all requested trade documentation including but not limited to invoices, certificates of origin, packing lists, and compliance certificates.

• Financial Capacity: Buyers warrant they have the financial capacity and all necessary authorisations to complete any transaction entered into.
• Binding Offers: Submitting a purchase order, bid, or intent-to-buy constitutes a legally binding offer subject to seller acceptance and XB2BX confirmation.
• Import Compliance: Buyers are solely responsible for ensuring that goods can be lawfully imported into the destination jurisdiction and for paying all applicable duties, taxes, and levies.
• Timely Payment: Buyers must adhere to payment schedules as confirmed at the point of trade, including any escrow or deposit requirements.
• Good Faith: Buyers must not cancel confirmed orders except in accordance with the Returns & Refund policy in Section 8.

XB2BX offers tiered membership plans. Subscription fees are billed in advance on a monthly or annual basis and are non-refundable unless otherwise specified in writing by XB2BX.

In addition to subscription fees, XB2BX levies a brokerage commission calculated as a percentage of the confirmed gross contract value of each completed trade. The applicable rate is either specified in your SLA or presented at the point of trade confirmation. XB2BX reserves the right to deduct applicable fees directly from funds held in escrow or invoice Members accordingly.

• Accepted methods include: bank transfers (SWIFT/SEPA), major credit/debit cards, approved digital payment processors, and, where enabled, approved digital currency mechanisms.
• All fees are displayed in USD unless otherwise agreed. Currency conversion risks are borne solely by the Member.
• Late payments exceeding 30 days from the due date may incur interest at the rate of 8% per annum above the Bank of England base rate, or equivalent statutory rate.

Members are solely responsible for determining, collecting, and remitting all taxes — including VAT, GST, customs duties, and withholding taxes — applicable to their transactions. XB2BX does not act as a tax agent for any Member. Where XB2BX is legally required to collect and remit taxes, it will do so and these amounts will be disclosed clearly at checkout.

B2B transactions are commercial in nature. Returns and refund rights are governed by the terms in the confirmed PO. In the absence of express PO terms, the following default rules apply:

• Claims for damaged, short, or non-conforming goods must be filed within 48 hours of confirmed delivery via the XB2BX dispute portal.
• Claims must be accompanied by photographic evidence, carrier waybill, and inspection certificate where applicable.
• Subscription and brokerage fees paid to XB2BX are non-refundable except where XB2BX has demonstrably failed to provide contracted services.

Where a transaction qualifies as a B2C consumer sale under applicable law (including the UK Consumer Rights Act 2015, EU Consumer Rights Directive, or equivalent local legislation), the consumer Member retains all statutory rights afforded by that law, which these Terms do not seek to limit or exclude. This includes, where applicable, a 14-day right of withdrawal for distance contracts involving physical goods.

• Creating false, misleading, or fraudulent listings, identities, or reviews.
• Circumventing the platform to conduct transactions "off-platform" to avoid XB2BX fees or protections.
• Engaging in price-fixing, market manipulation, or anti-competitive practices in contravention of applicable competition law.
• Scraping, harvesting, crawling, or using automated means to extract platform data for competitive commercial use.
• Uploading malicious code, attempting to access systems without authorisation, or conducting any form of cyber attack against the platform or other members.
• Harassing, threatening, or discriminating against other members or XB2BX staff.
• Using the Platform to facilitate money laundering, terrorist financing, or any other financial crime.

All platform technology, software, source code, databases, algorithms, user interface designs, trademarks, service marks, logos, trade names, and proprietary data architectures are the exclusive intellectual property of XB2BX LTD and its licensors. All rights are reserved.

Members are granted a limited licence to use the Platform in accordance with these Terms. No Member shall: (i) copy, reproduce, or distribute XB2BX's proprietary content; (ii) reverse-engineer or decompile any platform software; (iii) create derivative works; or (iv) use XB2BX's trademarks or branding without prior written authorisation.

By uploading, posting, or submitting any content to the Platform (including product images, descriptions, certifications, or communications), Members grant XB2BX a worldwide, royalty-free, non-exclusive licence to host, display, index, and use such content solely for the purpose of operating and promoting the Platform. Members retain all underlying IP rights in their content and warrant that it does not infringe any third-party rights.

In the event of any dispute, claim, or controversy arising between Members, or between a Member and XB2BX, the parties shall first seek resolution through XB2BX's internal dispute resolution mechanism. The aggrieved party must submit a formal dispute notice via the Platform within 30 days of the event giving rise to the dispute. XB2BX will provide a facilitated mediation process of up to 30 calendar days.

If a dispute remains unresolved following Stage 1 mediation, either party may refer the matter to binding arbitration under the rules of the London Court of International Arbitration (LCIA), conducted in London, England in the English language. The arbitration shall be conducted before a sole arbitrator unless the value of the claim exceeds USD 500,000, in which case a three-member tribunal shall be convened.

These Terms and all non-contractual obligations arising in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Subject to the arbitration clause above, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

To the maximum extent permitted by law, XB2BX's total aggregate liability to any Member for all claims arising under these Terms shall not exceed the greater of: (i) the total fees paid by that Member to XB2BX in the 12 months preceding the event giving rise to the claim; or (ii) USD 10,000. XB2BX expressly excludes liability for indirect, consequential, special, or punitive losses.