References to "including" or "such as" shall be construed as illustrative and not exhaustive. The singular includes the plural and vice versa. Headings are for convenience only and do not affect interpretation.

To register as a Supplier on XB2BX.COM, you must:

• Be a legally registered business entity or an individual of at least 18 years of age
• Hold all required licences, permits, and authorisations to sell your products or services in your operating jurisdiction
• Provide accurate, complete, and verifiable registration information
• Not be subject to any trade sanctions, embargo, or regulatory restriction in your country of operation
• Agree to all terms of this Agreement and any supplementary platform policies

XB2BX reserves the right to request identity documents, business registration certificates, tax identification numbers, and any other documentation necessary to verify the Supplier's eligibility. Failure to provide adequate documentation may result in account suspension or termination.

Suppliers are responsible for maintaining the confidentiality of their account credentials. XB2BX shall not be liable for any unauthorised access resulting from the Supplier's failure to secure their account. Any suspected breach must be reported to XB2BX immediately.

Suppliers agree at all times to:

• Conduct business with honesty, professionalism, and in compliance with all applicable laws
• Fulfil all orders placed through the Platform promptly and as described in their Listings
• Respond to Buyer enquiries within 24 hours during business days
• Maintain adequate stock levels and promptly update Listings to reflect availability
• Issue accurate invoices and receipts as required by applicable tax laws
• Cooperate fully with XB2BX dispute resolution and compliance investigations

Suppliers must comply with all applicable local, national, and international laws including but not limited to consumer protection laws, import/export regulations, anti-money laundering (AML) regulations, sanctions laws, competition law, and applicable tax obligations in each jurisdiction in which they operate.

Suppliers shall not engage in any form of bribery, corruption, fraud, or unethical business practice. Suppliers must not offer, provide, or accept any benefit, payment, or advantage to influence any decision relating to their use of the Platform or their dealings with Buyers.

The following are strictly prohibited from being listed or sold on the Platform:

• Counterfeit, replica, or unlicensed products of any brand or intellectual property
• Illegal substances, controlled drugs, or items prohibited under applicable law
• Weapons, firearms, ammunition, or explosive devices (unless explicitly licensed)
• Hazardous materials not compliant with applicable safety and shipping regulations
• Human trafficking, exploitation, or any product/service linked to such activities
• Stolen goods or goods of uncertain or fraudulent origin
• Any product or service that violates the intellectual property rights of a third party
• Digital content that contains malware, spyware, or malicious code

Suppliers must not:

• Manipulate Platform reviews, ratings, or feedback systems
• Contact Buyers outside the Platform to circumvent XB2BX fees or processes
• Use the Platform to harvest, collect, or misuse User Data
• Engage in price-fixing, collusion, or anti-competitive practices
• Create multiple accounts to evade enforcement actions
• Misrepresent the nature, origin, quality, or certification of products/services
• Spam Buyers with unsolicited communications

All Listings must accurately represent the product or service offered, including descriptions, specifications, pricing, images, origin, certifications, lead times, and minimum order quantities. Misleading Listings are a material breach of this Agreement.

Suppliers warrant that all goods and services supplied through the Platform:

• Conform to the description and specifications published in the Listing
• Are of satisfactory quality and fit for the intended purpose
• Comply with applicable safety standards, certifications, and regulations
• Are free from defects in materials and workmanship at the time of delivery

Suppliers must clearly state their returns and refunds policy within their Listing. Suppliers must honour their stated policy and comply with applicable consumer protection laws. XB2BX reserves the right to intervene in disputes and issue refunds to Buyers where Suppliers are found to be in breach of this clause.

Suppliers are responsible for ensuring timely, accurate, and safe delivery of goods. All shipments must include accurate customs declarations and comply with import/export regulations of the origin and destination country. Suppliers are liable for any penalties or delays resulting from non-compliance.

XB2BX charges fees for use of the Platform as set out in the current Fee Schedule, which forms part of this Agreement and is available on the Platform. Fees are subject to change with 30 days' written notice to registered Suppliers.

All payments are processed through XB2BX's approved payment partners. Suppliers will receive payouts in accordance with the payout schedule applicable to their account tier. XB2BX may withhold payouts pending resolution of disputes or suspected fraud.

Suppliers are solely responsible for determining, collecting, reporting, and remitting all applicable taxes arising from transactions on the Platform, including VAT, GST, sales tax, customs duties, and corporate tax. XB2BX provides tax collection tools but does not act as a tax agent for Suppliers.

Suppliers retain ownership of all intellectual property rights in their original content, including product images, descriptions, branding, and trademarks. By uploading content to the Platform, Suppliers grant XB2BX a non-exclusive, royalty-free, worldwide licence to display, reproduce, and promote that content solely for Platform operation and marketing purposes.

All platform software, trademarks, logos, design elements, data structures, and underlying technology are the exclusive intellectual property of XB2BX. Suppliers may not copy, reproduce, modify, reverse-engineer, or create derivative works from XB2BX intellectual property without prior written consent.

Suppliers warrant that their Listings do not infringe the intellectual property rights of any third party. Suppliers indemnify XB2BX against any claims, losses, or liability arising from third-party IP infringement by the Supplier.

XB2BX and all Suppliers operating on the Platform must comply with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR 2016/679), the Data Protection Act 2018, and any equivalent applicable data privacy laws in the Supplier's operating jurisdiction.

When handling Buyer or User Data obtained through the Platform, Suppliers must:

• Use such data only for the purpose of fulfilling the relevant transaction
• Not sell, share, or disclose User Data to third parties without explicit consent
• Implement appropriate technical and organisational security measures to protect User Data
• Promptly notify XB2BX of any data breach affecting User Data within 24 hours of discovery
• Honour all data subject access requests, erasure requests, and other data subject rights
• Delete User Data when it is no longer necessary for the purpose for which it was collected

XB2BX collects and processes Supplier data for the purposes of account management, platform operation, fraud prevention, analytics, and legal compliance. Full details are set out in the XB2BX Privacy Policy, which is incorporated by reference into this Agreement.

Given the global nature of the XB2BX Platform, User Data may be transferred to, stored in, and processed in countries outside the European Economic Area or the United Kingdom. All such transfers shall be conducted in accordance with applicable data protection laws and appropriate safeguards including Standard Contractual Clauses or equivalent mechanisms.

To the maximum extent permitted by law, XB2BX shall not be liable to Suppliers for any indirect, consequential, incidental, special, or punitive damages, including loss of profit, loss of data, or business interruption, arising from use of or inability to use the Platform.

XB2BX's total aggregate liability to any Supplier shall not exceed the total platform fees paid by that Supplier in the twelve (12) months preceding the event giving rise to the claim.

Suppliers agree to indemnify, defend, and hold harmless XB2BX, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from:

• The Supplier's breach of this Agreement or any applicable law
• Any defective, unsafe, or non-compliant products or services supplied through the Platform
• Any infringement of third-party intellectual property rights by the Supplier
• The Supplier's misuse of User Data or violation of data protection obligations
• Any fraudulent, negligent, or wilful misconduct by the Supplier

Suppliers are solely responsible for the safety, quality, and legality of the products and services they offer. Suppliers must maintain adequate product liability insurance and provide proof of such insurance to XB2BX upon request.

XB2BX provides a structured dispute resolution process for Transaction disputes between Buyers and Suppliers. Suppliers must engage in good faith with any dispute raised and respond within 48 hours of notification. XB2BX's decision following a formal dispute investigation shall be final and binding in respect of Platform-level remedies.

Any dispute between a Supplier and XB2BX arising out of or in connection with this Agreement shall first be subject to good-faith negotiation for a period of 30 days. If unresolved, the parties agree to submit the dispute to mediation under the rules of the Centre for Effective Dispute Resolution (CEDR) in London.

If mediation fails to resolve the dispute within 60 days, the dispute shall be finally resolved by binding arbitration under the rules of the London Court of International Arbitration (LCIA). The arbitration shall be conducted in English in London. The arbitral award shall be final and enforceable in any court of competent jurisdiction.

Suppliers may terminate this Agreement at any time by providing 30 days' written notice to XB2BX and closing their account through the Platform. Termination does not release the Supplier from obligations in respect of Transactions completed prior to termination.

XB2BX may suspend or terminate a Supplier's account with immediate effect and without liability in the event of:

• A material breach of this Agreement, including any prohibited conduct or listing violation
• Suspected or confirmed fraudulent activity, money laundering, or criminal conduct
• Failure to comply with a data protection obligation causing or risking harm to users
• Insolvency, bankruptcy, or cessation of the Supplier's business
• Regulatory, legal, or compliance requirements necessitating removal
• Persistent failure to meet quality or service standards

Upon termination, all Listings will be deactivated, pending payouts will be subject to a hold period of up to 90 days (pending dispute resolution), and all licences granted to the Supplier under this Agreement will cease. Obligations relating to confidentiality, data protection, indemnification, and dispute resolution shall survive termination.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Subject to the arbitration provisions in Article 10, the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.

XB2BX reserves the right to amend this Agreement at any time. Suppliers will be notified of material changes at least 30 days in advance via registered email. Continued use of the Platform after the effective date of amendments constitutes acceptance of the revised Agreement.

This Agreement, together with the XB2BX Privacy Policy, Fee Schedule, and any applicable Supplementary Terms, constitutes the entire agreement between XB2BX and the Supplier and supersedes all prior agreements, representations, or understandings relating to the subject matter hereof.

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, government action, or internet infrastructure failure, provided that the affected party notifies the other promptly and takes all reasonable steps to mitigate the impact.

All formal notices under this Agreement shall be sent to XB2BX via legal@xb2bx.com and to the Supplier via the registered email address on their account. Notices shall be deemed received 24 hours after transmission (email) or 5 business days after posting (postal mail).