Acceptance of this Agreement occurs automatically upon the earliest of: (i) completing the registration process; (ii) publishing your first listing; (iii) accepting a buyer order; or (iv) receiving any payout or payment from XB2BX. Acceptance is irrevocable for the duration of your account and survives termination with respect to obligations that expressly survive.

The following documents are incorporated by reference and form part of this Agreement: XB2BX Prohibited Items & Restricted Products Policy (PRP-2026-02); XB2BX Privacy Policy; XB2BX Fee Schedule; XB2BX Buyer Protection Policy; and any Category-Specific Supplementary Terms. In the event of conflict, this Agreement prevails unless a supplementary term expressly states otherwise.

References to "including" or "such as" are illustrative and non-exhaustive. The singular includes the plural and vice versa. Headings are for convenience only. References to legislation include all amendments. References to days mean calendar days unless "business days" is specified. "Written" includes email unless otherwise stated.

• You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher) with full legal capacity to enter binding contracts.
• Corporate Sellers must be a validly incorporated, legally operating entity under the laws of their jurisdiction of registration, with all required corporate authorisations in place.
• Neither you, your entity, your UBOs, your goods, nor your services may be subject to international trade sanctions maintained by the UN, EU, UK HM Treasury (OFSI), US OFAC, or any equivalent authority.
• You must hold all licences, permits, and regulatory authorisations required by applicable law to sell, distribute, or supply the goods or services you intend to list on the Platform.
• You must not be subject to bankruptcy, insolvency proceedings, administration, winding-up, or any equivalent legal incapacity in any jurisdiction.
• You must not have been previously permanently banned from the Platform for any breach of this Agreement or any applicable Policy.

KYB/KYC is a continuous obligation. Sellers must promptly notify XB2BX of any material changes to their legal status, ownership structure, UBO information, licensing, or sanctions exposure. XB2BX conducts periodic re-verification and enhanced due diligence reviews. Sellers transacting above USD 10,000 per quarter in controlled categories are subject to Enhanced Due Diligence (EDD).

• You are solely responsible for the confidentiality of your account credentials. Accounts may not be shared, sold, transferred, or made accessible to any unauthorised party.
• Multi-factor authentication (MFA) must be enabled on your seller account. Failure to maintain MFA will restrict access to withdrawal, payout, and high-value transaction functions.
• Any unauthorised access, suspected credential compromise, or security breach must be reported to XB2BX at security@xb2bx.com within 24 hours of discovery.
• XB2BX will never request your password, MFA codes, or payment credentials by email, phone, or any unsolicited communication. Any such request is fraudulent; report it immediately.

• Business name, logo, descriptions, and contact details must be accurate, authentic, and not misleading or impersonating any other brand, person, or entity.
• All contact details, shipping origins, and operational hours must be current, accurate, and updated within 48 hours of any change.
• Seller performance metrics — including ratings, response times, and fulfilment rates — are calculated by XB2BX's systems. Any manipulation of reviews, ratings, or metrics constitutes a terminable offence under Article 13.
• Sellers may not register multiple accounts. Duplicate accounts created to circumvent suspensions, restrictions, or fee structures will be permanently closed.

• Titles & Descriptions: Must accurately describe the goods or services. No misleading claims, hidden conditions, artificial urgency, or bait-and-switch tactics.
• Images & Media: All images must depict actual goods offered. AI-generated or digitally altered product images must be clearly disclosed. Stock images of similar products may be used only where explicitly labelled as representative.
• Specifications: Technical specifications, dimensions, weights, certifications, country of origin, and material compositions must be accurate, current, and verifiable upon request.
• Availability: Listings must reflect current, available inventory. Ghost listings — items no longer available — must be delisted within 24 hours of stock depletion or discontinuation.
• Correct HS Codes: Products traded cross-border must carry accurate Harmonised System (HS) tariff codes. Misdeclaration of HS codes is a customs offence and a material breach of this Agreement.

• Listings for regulated products (food, pharmaceuticals, electronics, chemicals, financial instruments, medical devices) must include all applicable certification numbers, regulatory approval codes, and compliance documentation.
• Goods subject to dual-use regulations, arms embargoes, or export control regimes must not be listed without prior written approval from XB2BX Compliance (compliance@xb2bx.com).
• Cross-border listings must confirm compliance with import/export regulations in both the origin and all potential destination jurisdictions.

Sellers offering digital products, SaaS tools, software licences, APIs, or professional services must clearly specify: delivery mechanism, licence terms, usage restrictions, refund conditions, and any ongoing subscription obligations. All digital goods must be functionally deliverable at the point of sale. Defective, non-functional, or materially misrepresented digital goods always entitle the Buyer to a remedy regardless of stated policy.

Upon receipt of a confirmed Order, the Seller has 24 hours (or as specified in the listing) to accept or reject the Order with a written reason. Acceptance creates a binding contract. Unexplained or repeated Order rejections will negatively impact the Seller's performance rating and may trigger account review under Article 19.

• Sellers must respond to Buyer enquiries within 24 hours during business days. Repeated failure to respond is grounds for account review.
• All Buyer communication must be conducted through XB2BX's platform messaging system. Off-platform communication to circumvent fees or buyer protections is prohibited under Article 13.
• Sellers must maintain professional, respectful, and non-discriminatory communication with all Buyers.

All Sellers must publish a clearly stated return and refund policy within their storefront. This policy must meet the minimum standards below and comply with all applicable mandatory consumer rights legislation.

XB2BX operates a Buyer Protection Programme. Where a Seller fails to honour their return/refund obligations within the stated timeframe, XB2BX may — at its sole discretion — issue a refund to the Buyer and recover the full amount (plus an administrative fee) from the Seller's available balance or next scheduled payout. Persistent failures will result in escalating penalties including permanent account termination.

• Standard Payout: Processed within 7 business days of confirmed Order delivery and expiry of the Buyer dispute window (48 hours).
• Express Payout (Premium Sellers): Available within 48 hours post-delivery confirmation for eligible sellers, subject to an applicable processing fee.
• Minimum Payout Threshold: USD 50 (or equivalent). Balances below this threshold accumulate until the threshold is met.
• Payout Methods: Bank transfer (SWIFT/SEPA), Wise Business, Payoneer, or other approved methods listed in your seller dashboard.
• Payout Currency: Remitted in the Seller's registered payout currency. FX conversion at the prevailing mid-market rate at time of processing. Currency conversion fees apply per dashboard.
• Held Funds: XB2BX may place holds on payouts where there are active disputes, suspected fraud, chargeback risk, or open compliance investigations. Sellers will be notified of all holds within 24 hours of the hold being applied.

• Conducting transactions "off-platform" to circumvent XB2BX fees, Buyer protections, or escrow mechanisms after initial contact through the Platform.
• Creating fake reviews, manipulating ratings, or engaging any party to artificially inflate Seller performance metrics or defame competitors.
• Engaging in price-fixing, bid-rigging, or any form of anti-competitive behaviour in breach of applicable competition law.
• Using XB2BX's Platform, messaging system, or Buyer data to conduct phishing, spam campaigns, or unsolicited direct marketing outside the Platform.
• Attempting to poach Buyers into direct off-platform commercial relationships to avoid Platform fees or Buyer protections.
• Creating multiple Seller accounts to circumvent suspensions, restrictions, fee structures, or KYB/KYC requirements.
• Misrepresenting country of origin, certifications, regulatory compliance status, or provenance of any listed goods or services.
• Using XB2BX for money laundering, terrorist financing, sanctions evasion, or any form of financial crime or tax fraud.

All Platform technology, software architecture, source code, databases, algorithms, user interface designs, trademarks, service marks, logos, and proprietary data systems are the exclusive intellectual property of XB2BX Global Commerce Ltd. and its licensors. All rights reserved. No Seller licence, express or implied, extends to any of these assets beyond what is strictly necessary to operate a seller account on the Platform.

By uploading content to the Platform — including product images, descriptions, brand assets, certifications, or listing data — you grant XB2BX a worldwide, royalty-free, non-exclusive, sublicensable licence to host, display, index, compress, reformat, translate, and use that content for: (i) operating and promoting the Platform; (ii) generating anonymised market insights and analytics; and (iii) enforcing this Agreement. This licence terminates upon valid account closure subject to reasonable archiving periods.

You warrant that all Seller-submitted content is original, owned by you, or properly licenced from the rights holder, and does not infringe any third-party intellectual property rights. You fully indemnify XB2BX against all claims, losses, and costs arising from any infringement within your submitted content.

Listings found to infringe third-party intellectual property rights will be removed immediately upon receipt of a valid takedown notice at ip@xb2bx.com. Valid notices are actioned within 24 business hours. Sellers who believe a takedown was erroneously issued may submit a counter-notice within 10 business days. Repeated IP infringement violations will result in permanent account termination without refund of fees paid. XB2BX participates in the EU Brand Protection Programme and operates automated IP screening.

Sellers may display the XB2BX "Verified Seller" or "Verified Supplier" badge solely with prior written consent from XB2BX's marketing team. Unauthorised use of XB2BX branding, trademarks, or service marks constitutes trademark infringement and a material breach of this Agreement.

• Permitted Use Only: Buyer personal data (names, addresses, contact details, order history) provided to Sellers through the Platform may only be used for fulfilment of the specific Order for which it was provided. It may not be used for any other commercial, marketing, data aggregation, or profiling purpose.
• No Third-Party Disclosure: Sellers must not disclose Buyer personal data to any third party except logistics providers strictly necessary for order fulfilment, and only to the minimum extent required for that purpose.
• Data Security: Sellers must implement appropriate technical and organisational security measures (including encryption at rest and in transit, access controls, and regular security reviews) to protect Buyer personal data against unauthorised access, loss, alteration, or disclosure.
• Breach Notification: Any personal data breach involving Buyer data must be reported to XB2BX at dpo@xb2bx.com within 24 hours of discovery, with full details of the breach, affected data categories, and remediation steps taken.
• Data Retention: Sellers may retain Buyer personal data only as long as required to fulfil the Order and comply with applicable legal obligations (typically no longer than 7 years for financial records). All other Buyer data must be deleted upon receipt of a valid erasure request.
• Cross-Border Transfers: Sellers must not transfer Buyer personal data outside the EEA or UK without appropriate safeguards in place, including Standard Contractual Clauses (SCCs), UK IDTAs, or equivalent mechanisms as required by applicable law.

XB2BX processes Seller personal and business data to: operate the Platform, verify identity, process payouts, comply with legal obligations (including tax and AML reporting), improve services, and prevent fraud. XB2BX does not sell or share Seller personal data with third parties for commercial purposes. Sellers have the right to access, rectify, port, or request deletion of their data by contacting dpo@xb2bx.com. Mandatory retention periods (AML, tax, contractual) override erasure requests for relevant data categories.

Sellers bear full and direct contractual liability to Buyers for the quality, safety, fitness for purpose, accurate description, and regulatory compliance of all goods and services supplied through the Platform. XB2BX's role as marketplace facilitator does not transfer, limit, or extinguish this liability to Buyers.

You agree to fully indemnify, defend, and hold harmless XB2BX, its directors, officers, employees, agents, successors, and assigns from and against all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your breach of any term of this Agreement or any applicable law, regulation, or regulatory requirement.
• The goods or services you supply, including any defects, injuries, product liability claims, or regulatory non-compliance.
• Infringement by your Listings, submitted content, or seller activity of any third-party intellectual property rights.
• Any tax, customs, regulatory, or AML liability arising from your trading activities on the Platform.
• Fraud, misrepresentation, wilful misconduct, or negligence by you or your authorised representatives.
• Any data breach, privacy violation, or unlawful processing of personal data by you involving Buyer data obtained through the Platform.

To the maximum extent permitted by applicable law, XB2BX's total aggregate liability to any Seller shall not exceed the greater of: (i) the total Commission Fees paid by that Seller to XB2BX in the 12 months preceding the event giving rise to the claim; or (ii) USD 10,000. XB2BX expressly excludes all liability for indirect, consequential, special, incidental, or punitive damages including but not limited to: loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption.

• Enterprise and high-volume B2B Sellers (annual Transaction Value exceeding USD 250,000) are required to maintain adequate product liability and commercial general liability insurance. Certificate of Insurance must be provided to XB2BX upon request.
• Sellers in regulated categories (food, pharmaceuticals, chemicals, medical devices) must maintain sector-specific product liability insurance as required by applicable law and must provide evidence upon request.
• XB2BX recommends all Sellers maintain appropriate insurance coverage regardless of transaction volume.

Sellers must comply fully with all applicable anti-bribery and anti-corruption legislation, including without limitation the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), and equivalent laws in all jurisdictions in which they operate. Sellers must not offer, provide, request, or accept any financial or other advantage intended to improperly influence any decision relating to their use of the Platform or any commercial relationship.

• Sellers must not use the Platform to launder proceeds of crime, conceal the origins of unlawfully obtained funds, or structure transactions to avoid AML reporting thresholds.
• Sellers must screen their Buyers, trading counterparties, and supply chain participants against relevant sanctions lists (OFAC SDN, UN, EU, UK OFSI) prior to completing any transaction.
• Sellers must report any suspicious transactions, requests, or activities to XB2BX's compliance team at compliance@xb2bx.com immediately upon discovery.
• Sellers in high-risk categories (precious metals, jewellery, financial instruments, high-value goods) are subject to Enhanced Due Diligence (EDD) obligations as directed by XB2BX.

Sellers represent and warrant that their supply chains are free from forced labour, child labour, and any form of modern slavery as defined under the UK Modern Slavery Act 2015 and equivalent international standards including ILO Conventions 29, 105, and 182. Sellers in high-risk supply chain categories must provide Supply Chain Transparency Declarations upon request. XB2BX reserves the right to conduct supply chain audits of Seller operations where there is reasonable concern.

Sellers may voluntarily close their account by providing 30 days' written notice to XB2BX via sellers@xb2bx.com and deactivating their account through the Platform dashboard. Voluntary termination does not release the Seller from obligations arising from Transactions completed prior to termination.

• All active Listings are removed immediately upon termination or expiry of the notice period.
• Pending Orders must be fulfilled or cancelled in accordance with XB2BX's written instructions. Buyer refunds for unfulfilled Orders will be deducted from any outstanding Seller balance.
• Payout of remaining balance (after all deductions, dispute adjustments, and penalty fees) will be processed within 90 days of termination, provided there are no outstanding disputes, regulatory investigations, or fund holds.
• Obligations relating to data protection, confidentiality, indemnification, IP warranties, AML, tax reporting, and dispute resolution survive termination indefinitely or for the duration specified by applicable law.

Sellers who believe a suspension or termination was issued in error (excluding Category 1 absolute violations) may appeal within 14 calendar days of the enforcement notice by submitting a written appeal to appeals@xb2bx.com with full supporting documentation. Appeals are reviewed by a senior compliance officer not involved in the original enforcement action within 10 business days. The CCO decision is final for Category 2 enforcement actions. External LCIA arbitration remains available per Article 20.

This Agreement and all non-contractual obligations arising in connection with it are governed by and construed in accordance with the laws of England and Wales. Subject to the arbitration clause, both parties submit to the non-exclusive jurisdiction of the courts of England and Wales. For EU-based Sellers in B2C transactions, mandatory provisions of applicable EU consumer and seller protection law are not displaced by this governing law clause.

To the maximum extent permitted by applicable law, all disputes shall be resolved on an individual basis. Sellers waive any right to participate in class actions, collective proceedings, or consolidated arbitration proceedings against XB2BX.

• Entire Agreement: This Agreement, together with the XB2BX Privacy Policy, Fee Schedule, Prohibited Items Policy (PRP-2026-02), and any applicable Supplementary Terms, constitutes the entire agreement between XB2BX and the Seller and supersedes all prior negotiations, representations, and understandings.
• Amendments: XB2BX reserves the right to amend this Agreement at any time. Sellers will be notified of material changes at least 30 days in advance via registered email. Continued use of the Platform after the effective amendment date constitutes acceptance of the revised Agreement.
• Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remainder shall continue in full force and effect.
• No Waiver: Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision, nor affect the right to subsequently enforce it.
• Force Majeure: Neither party shall be liable for failure or delay in performance caused by Force Majeure events, provided the affected party notifies the other promptly and takes all reasonable steps to mitigate the impact.
• Assignment: Sellers may not assign or transfer any rights or obligations under this Agreement without XB2BX's prior written consent. XB2BX may assign this Agreement in connection with any merger, acquisition, or sale of all or substantially all of its assets, with 30 days' notice.
• Notices: Formal notices under this Agreement shall be sent to XB2BX at legal@xb2bx.com and to the Seller at their registered account email. Notices are deemed received 24 hours after email transmission or 5 business days after postal delivery.
• Language: This Agreement is executed in the English language which shall be the governing and controlling version. Translations are provided for convenience only.

XB2BX acts as an intermediary marketplace platform and does not manufacture, own, store, inspect, or directly control third-party products listed by Sellers unless explicitly stated. Sellers remain solely responsible for: legal compliance, product legality, certifications, import/export obligations, taxes, duties, and licensing in all applicable jurisdictions. XB2BX disclaims liability to the maximum extent permitted under applicable law.