Terms of Service &
Legal Policy Framework

By creating an account, placing or accepting an order, listing a product or service, or otherwise accessing any part of the XB2BX platform, you enter into a legally binding contract with XB2BX Limited, a company registered in England and Wales. These Terms apply to all users worldwide including individual consumers, registered businesses, wholesalers, retailers, manufacturers, and service providers.

Use of the platform constitutes your unconditional acceptance of these Terms, our Privacy Policy, our Cookie Policy, and any additional policies incorporated herein by reference. If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

These Terms supersede all prior agreements, representations, or understandings between the parties regarding the subject matter herein. XB2BX reserves the right to update these Terms at any time with appropriate notice as described in Section 12.

Access to the XB2BX platform is conditional upon meeting the following eligibility criteria at all times during your use of the service:

• You must be at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater, to create an account or conduct transactions on the platform.
• You must have the legal capacity to enter into binding contracts under the laws applicable in your country of residence or incorporation.
• All registration information you provide must be accurate, complete, current, and not misleading. You agree to promptly update your information as necessary.
• Business registrants must provide valid company registration numbers, VAT/tax identification numbers where applicable, and proof of trading authority upon request.
• You must not be a person or entity barred from receiving services under applicable laws, including sanctions lists maintained by OFAC, HM Treasury, the EU, or the UN.
• You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

XB2BX reserves the right to verify eligibility at any stage, to request supporting documentation, and to refuse or revoke registration at our sole discretion where eligibility requirements are not satisfied.

XB2BX operates a zero-tolerance policy with respect to fraudulent, illegal, harmful, or disruptive conduct. Users must at all times comply with applicable laws, regulations, and these Terms. The following activities are strictly prohibited:

• Listing, selling, or facilitating the trade of counterfeit, stolen, infringing, or illegal goods or services of any kind.
• Misrepresenting the nature, origin, quality, or condition of any product or service listed on the platform.
• Engaging in price manipulation, bid rigging, collusion, or any other anti-competitive practice.
• Using automated systems, bots, scrapers, or scripts to access, monitor, or extract data from the platform without express written authorisation.
• Transmitting unsolicited commercial communications, spam, phishing content, or malicious software via the platform.
• Attempting to circumvent, disable, or interfere with the platform's security, authentication, or integrity mechanisms.
• Engaging in transaction manipulation, including fictitious orders, shill bidding, or artificial inflation of ratings or reviews.
• Harassing, threatening, or intimidating other users, XB2BX staff, or third parties in connection with platform activity.
• Facilitating money laundering, terrorist financing, or any activity prohibited under applicable anti-financial crime legislation.

Violations may result in immediate account suspension, removal of listings, forfeiture of funds held in escrow, reporting to relevant authorities, and civil or criminal legal action. XB2BX cooperates fully with law enforcement agencies globally.

XB2BX provides a technology platform facilitating commercial transactions between independent buyers and sellers. XB2BX is not a party to any transaction conducted between users, save where expressly acting as a payment intermediary or escrow agent. All contracts for the sale of goods or services are formed directly between the transacting parties.

• Payment Processing: All payments processed through XB2BX infrastructure are subject to our Payment Services Terms. We support multiple currencies and payment methods in accordance with local regulatory requirements.
• Escrow Services: XB2BX Escrow may be available for qualifying high-value B2B transactions. Funds held in escrow are released upon confirmed delivery or mutual written agreement between the parties.
• Fees & Commission: XB2BX charges platform fees, transaction commissions, and subscription fees as set out in our current Fee Schedule, which may be updated upon 30 days' notice.
• Taxes & Duties: Users are solely responsible for determining, collecting, and remitting all applicable taxes, customs duties, VAT, GST, and import/export fees in connection with their transactions.
• Dispute Resolution: Transactional disputes must first be submitted to XB2BX's internal mediation process. If unresolved within 30 days, disputes may be escalated to binding arbitration under the ICC Rules.
• Refunds & Returns: Sellers must clearly state their refund and return policies at the point of listing. Refund claims not resolved by the seller within 14 days may be escalated to XB2BX's Buyer Protection programme.

All intellectual property rights in the XB2BX platform, including its software, design, trademarks, trade names, domain names, databases, and proprietary algorithms, are and shall remain the exclusive property of XB2BX Limited or its licensors. Nothing in these Terms grants users any right or licence to use XB2BX's intellectual property except as strictly necessary to access and use the platform.

• By submitting content to the platform (including product listings, images, descriptions, reviews, and communications), you grant XB2BX a worldwide, royalty-free, non-exclusive licence to use, host, display, and distribute such content for the purpose of operating and promoting the platform.
• You warrant that all content you submit is original or properly licensed, does not infringe any third-party intellectual property rights, and complies with all applicable laws.
• XB2BX operates a Notice and Takedown procedure compliant with the EU E-Commerce Directive, the UK Online Safety Act, and the US Digital Millennium Copyright Act (DMCA). IP infringement notices must be submitted to our designated IP Agent at legal@xb2bx.com.
• Repeated or deliberate infringement will result in permanent account termination and may be referred to relevant intellectual property enforcement authorities.

XB2BX is committed to the highest international standards of data protection and privacy. We act as a Data Controller for personal data processed in connection with platform accounts, and as a Data Processor for personal data processed on behalf of business users in the course of their commercial activity on the platform.

• Personal data is processed on the legal bases of contractual necessity, legitimate interests, legal obligation, and — where required — explicit consent. A full description of processing activities is set out in our Privacy Notice.
• XB2BX implements end-to-end encryption, ISO 27001-aligned information security practices, regular penetration testing, and strict access controls to protect personal and commercial data.
• International data transfers outside the EEA are conducted pursuant to Standard Contractual Clauses (SCCs), adequacy decisions, or other approved transfer mechanisms under Chapter V of the GDPR.
• Data subjects in California may exercise rights under the CCPA/CPRA by submitting a verified consumer request to privacy@xb2bx.com. We do not sell personal information as defined under the CCPA.
• In the event of a personal data breach meeting the notification threshold under applicable law, XB2BX will notify the relevant supervisory authority within 72 hours and affected users without undue delay.

All sellers, suppliers, wholesalers, and manufacturers operating on the XB2BX platform are subject to enhanced obligations reflecting their commercial role and the trust placed in them by buyers and the wider marketplace ecosystem.

• Sellers must hold all licences, permits, certifications, and regulatory approvals required by law to sell the products or services they list, in every jurisdiction to which they ship or supply.
• Product listings must be accurate in all material respects, including specifications, pricing, availability, country of origin, applicable certifications (CE, FCC, RoHS, etc.), and any applicable safety warnings.
• Sellers are solely responsible for compliance with all applicable product safety, labelling, import/export control, customs, and consumer protection laws applicable to their products and markets.
• XB2BX may conduct periodic audits, request documentation, or carry out quality assurance reviews of sellers operating at scale. Non-compliance may result in listing suspension pending remediation.
• Sellers must maintain sufficient inventory or production capacity to fulfil orders accepted on the platform and must notify XB2BX and affected buyers promptly of any fulfilment delays or shortfalls.
• All seller communications with buyers must remain on-platform or through XB2BX-approved channels until a transaction is complete. Off-platform solicitation to circumvent XB2BX's fee structure is strictly prohibited.

To the maximum extent permitted by applicable law, XB2BX's total aggregate liability to any user arising out of or in connection with these Terms or the use of the platform shall not exceed the greater of: (i) the total fees paid by that user to XB2BX in the twelve (12) months immediately preceding the claim; or (ii) GBP £500 (five hundred pounds sterling).

• XB2BX shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, data, business, goodwill, or revenue, arising from your use of the platform.
• XB2BX does not warrant that the platform will be uninterrupted, error-free, secure, or free from viruses or harmful components, and makes no representations regarding the reliability of third-party services integrated with the platform.
• XB2BX is not liable for the acts or omissions of any seller, buyer, supplier, manufacturer, or other third party using the platform, including non-delivery, defective goods, misrepresentation, or breach of contract by such parties.
• Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded under applicable law.

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Subject to the mandatory arbitration clause below, disputes shall be subject to the exclusive jurisdiction of the English courts.

Any dispute arising out of or in connection with these Terms that cannot be resolved by the internal dispute resolution process shall be finally settled by binding arbitration under the Rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be London. The language of arbitration shall be English. The arbitral award shall be final and binding.

Notwithstanding the foregoing, consumers in the European Union retain all rights granted to them under the mandatory consumer protection laws of their country of residence, which cannot be contractually waived.

Either party may terminate a user account and these Terms at any time, subject to the following conditions:

• Users may close their account at any time via the account settings dashboard. Closure does not affect obligations already incurred, outstanding transactions, or data retention obligations imposed by law.
• XB2BX may suspend or terminate an account with immediate effect where a user has materially breached these Terms, engaged in fraudulent or illegal activity, or where continued access poses a risk to the platform, other users, or third parties.
• In less serious cases, XB2BX will provide a written notice and a reasonable period to remedy the breach before taking enforcement action, except where urgency requires immediate action.
• Upon termination, your right to access the platform ceases immediately. XB2BX will retain personal data in accordance with applicable law and our data retention schedule. You may request data portability before account closure.
• Users who believe their account has been suspended or terminated in error may submit a formal appeal within 30 days to appeals@xb2bx.com. Appeals will be reviewed by a senior compliance officer independent of the original decision.

XB2BX respects and facilitates the exercise of all privacy and data subject rights applicable under the laws of your jurisdiction. Data Subject Requests (DSRs) may be submitted at any time to privacy@xb2bx.com or via the dedicated DSR portal accessible within your account settings.

• We will acknowledge all valid DSRs within 72 hours of receipt and will respond substantively within 30 calendar days (extendable by a further 60 days for complex or high-volume requests, with notice).
• We may request identity verification before processing a DSR to protect against fraudulent or unauthorised requests affecting third-party data.
• Where we decline to fulfil a DSR, we will provide a reasoned written explanation and inform you of your right to lodge a complaint with the relevant supervisory authority.
• You have the right to lodge a complaint regarding our data processing activities with the Information Commissioner's Office (ICO) in the UK, or the competent data protection authority in your country of residence.

XB2BX reserves the right to amend, update, or replace these Terms at any time. In the event of material changes, we will provide at least 30 days' prior written notice via email to the registered account address and/or by a prominent notice on the platform. Your continued use of the platform after the effective date of any amendment constitutes your acceptance of the revised Terms.

• All prior versions of these Terms are archived and available upon request. The version number and effective date at the head of this document indicate the currently operative Terms.
• If any provision of these Terms is found by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force and effect.
• These Terms, together with our Privacy Policy, Cookie Policy, Fee Schedule, Seller Handbook, and any applicable supplemental agreements, constitute the entire agreement between you and XB2BX regarding the platform and supersede all prior negotiations, representations, or agreements.
• No failure or delay by XB2BX to exercise any right or remedy shall constitute a waiver of that right or remedy. All waivers must be in writing and signed by an authorised XB2BX representative.