Preamble & Acceptance
FoundationThis Global Seller Agreement ("Agreement") is a legally binding contract between the seller ("Seller", "you", or "your") — whether an individual, sole trader, partnership, limited company, corporation, or any other legal entity — and XB2BX LTD, registered in England and Wales ("XB2BX", "we", "us", or "our"), the operator of the digital global marketplace accessible at xb2bx.com (the "Platform").
Acceptance of this Agreement occurs upon: (i) completing the seller registration process; (ii) publishing your first listing; (iii) accepting a buyer order; or (iv) receiving any payout from XB2BX. Acceptance is irrevocable for the duration of your account.
If you are registering on behalf of a legal entity, you represent and warrant that you are fully authorised to bind that entity to this Agreement, and that entity shall be jointly and severally liable for all obligations hereunder.
Definitions
FoundationSeller Eligibility & KYB Verification
Compliance- You must be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is higher.
- Corporate sellers must be a validly incorporated and legally operating entity under the laws of their jurisdiction of registration.
- You must possess full legal capacity to enter into, perform, and be bound by commercial contracts.
- Neither you, your entity, nor the goods/services you intend to sell may be subject to international trade sanctions maintained by the UN, EU, UK HM Treasury, US OFAC, or equivalent authority.
- You must hold all licences, permits, and regulatory authorisations required by applicable law to sell the goods or services you intend to list.
- Certificate of Incorporation or Trade Licence
- Proof of registered business address
- Ultimate Beneficial Owner (UBO) declaration
- Authorised signatory documentation
- Bank account details & corporate financials (if required)
- Sector-specific licences (food, pharma, finance, etc.)
- Government-issued photo ID (passport or national ID)
- Proof of address (utility bill, dated within 90 days)
- Tax identification number (TIN/VAT/GST)
- Business registration certificate (if applicable)
- Source of goods declaration for high-value listings
KYB is not a one-time exercise. Sellers must promptly notify XB2BX of any material changes to their legal status, ownership structure, licensing, or jurisdictional sanctions exposure. XB2BX conducts periodic re-verification reviews and may request updated documentation at its discretion.
Seller Account & Storefront Profile
Account- You are solely responsible for maintaining the confidentiality of your account credentials. Accounts may not be shared, sold, transferred, or otherwise made accessible to unauthorised parties.
- You must enable multi-factor authentication (MFA) on your seller account. Failure to do so will restrict access to withdrawal and payout functions.
- Any unauthorised access or suspected security breach must be reported to XB2BX at security@xb2bx.com within 24 hours of discovery.
- XB2BX will never ask for your password by email, phone, or any unsolicited communication.
Your public seller profile must accurately represent your business. Specifically:
- Business name, logo, and descriptions must be authentic and not misleading or impersonating any other brand or person.
- All contact details, shipping origins, and operational hours displayed on your profile must be current and accurate.
- Seller performance metrics — including ratings, response times, and fulfilment rates — are calculated by XB2BX's systems and form part of your public profile. Manipulation of reviews or metrics is a terminable offence.
Listing Standards & Content Policy
ListingsEvery Listing published on XB2BX must comply with the following standards. Non-compliant listings will be removed and may result in account penalties.
- Title & Description: Must accurately describe the goods or services. No misleading claims, hidden conditions, or bait-and-switch tactics.
- Images & Media: All images must depict the actual goods offered. Stock images of similar products may only be used where clearly labelled. Digitally altered or AI-generated product images must be disclosed.
- Specifications: Technical specifications, dimensions, weights, certifications, country of origin, and material compositions must be accurate and verifiable.
- Availability: Listings must reflect current, available inventory. Ghost listings — items no longer available — must be delisted within 24 hours of stock depletion.
- Listings for regulated products (food, electronics, pharmaceuticals, chemicals, financial instruments) must include all applicable certification numbers, regulatory approval codes, and compliance documentation.
- Sellers trading cross-border must ensure listings comply with import/export regulations in both the origin and all potential destination jurisdictions.
- Goods subject to dual-use regulations, arms embargoes, or export control regimes must not be listed without prior written approval from XB2BX's compliance team.
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.
Pricing, Currency & Promotions
Financial- Price Accuracy: Listed prices must be firm and inclusive of any mandatory charges. Hidden fees introduced at checkout are prohibited and constitute grounds for listing removal.
- Currency: Prices are displayed in USD by default. Sellers may set prices in supported currencies; XB2BX applies real-time conversion for cross-currency transactions. All conversion risks are borne by the Seller unless otherwise agreed.
- Minimum Order Values: Sellers may set minimum order values for wholesale or B2B listings. These must be clearly stated and enforced consistently.
- Promotions & Discounts: Sellers may run promotions and discounts within their storefronts. Reference prices used for discount calculations must be genuine prior selling prices, not artificially inflated baselines.
- Price Parity: Sellers may not offer goods at materially lower prices on other platforms while listing the same goods at inflated prices on XB2BX. XB2BX may audit pricing integrity and take corrective action.
Order Management & Fulfilment Obligations
OperationsUpon receipt of a confirmed Order from XB2BX's system, the Seller has 24 hours (or as specified in the listing) to accept or reject the Order. Acceptance creates a binding contract between Seller and Buyer. Unexplained or repeated Order rejections will negatively impact the Seller's performance rating and may trigger account review.
Shipping, Delivery & Export Compliance
LogisticsUnless otherwise agreed in the confirmed trade contract using Incoterms® (ICC 2020), the following default responsibilities apply:
| Responsibility | Default Party | Notes |
|---|---|---|
| Export customs clearance | Seller | Seller bears all export documentation costs |
| Freight & insurance to port | Seller (EXW default) | Unless FOB/CIF specified in contract |
| Import customs clearance | Buyer | Seller must provide all required documents |
| Last-mile delivery | Buyer | Seller to provide accurate packing list |
| Tracking updates | Seller | Must be uploaded within 24hrs of dispatch |
| Export licence compliance | Seller | Dual-use, CITES, and controlled goods included |
Returns, Refunds & Claims Handling
LegalAll Sellers must publish a clearly stated return and refund policy within their storefront. This policy must comply with the minimum standards below and any applicable mandatory consumer rights law.
- Defective / non-conforming goods: return within 48 hours of delivery (with evidence)
- Short delivery: claim within 48 hours with carrier waybill
- Wrong item supplied: full replacement or refund within 14 days
- 14-day right of withdrawal (distance selling — EU/UK)
- Faulty goods: repair, replacement, or refund per statutory rights
- Misdescribed goods: full refund including return shipping costs
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 amount from the Seller's available balance or next payout. Repeated failures will result in escalating penalties including account suspension.
For digital goods, refund eligibility depends on whether the item was accessed, downloaded, or activated. Sellers of digital goods must specify clearly in their listing whether refunds are available post-delivery and under what circumstances. Defective or non-functional digital goods always entitle the Buyer to a remedy regardless of stated policy.
Fees, Commissions & Seller Payouts
Financial- Standard Payout: Processed within 7 business days of confirmed Order delivery and expiry of the buyer dispute window.
- Express Payout (Premium Sellers): Available within 48 hours post-delivery confirmation, subject to eligibility and applicable processing fee.
- Minimum Payout Threshold: USD 50 (or equivalent). Balances below this threshold accumulate until the threshold is reached.
- Payout Methods: Bank transfer (SWIFT/SEPA), Wise Business, Payoneer, or other approved methods listed in your seller dashboard.
- Payout Currency: Payouts remitted in the seller's registered payout currency. FX conversion at the prevailing mid-market rate at time of processing.
- Held Funds: XB2BX may place holds on payouts where there are active disputes, suspected fraud, chargeback risk, or compliance investigations. Sellers will be notified of holds promptly.
Taxes, Duties & Regulatory Obligations
ComplianceSellers bear full and sole responsibility for all tax obligations arising from their commercial activities on the Platform. XB2BX does not act as a tax agent, tax representative, or fiscal intermediary for any Seller.
- VAT / GST / Sales Tax: Sellers must correctly determine, charge, collect, and remit all applicable indirect taxes. Where XB2BX is legally required to collect and remit marketplace facilitator taxes, it will do so and these amounts will not constitute part of the Seller's payout.
- Income & Corporate Tax: All income derived from Platform sales is the Seller's taxable income in their jurisdiction. XB2BX may issue transaction summaries for tax filing purposes but does not provide tax advice.
- Customs Duties & Tariffs: Cross-border sellers are responsible for correctly classifying goods under applicable HS tariff codes and ensuring accurate customs valuations. False declarations are a criminal offence.
- DAC7 / Platform Reporting: For sellers operating in EU jurisdictions, XB2BX complies with DAC7 platform operator reporting requirements and will report qualifying seller income to relevant tax authorities as required by law.
- Withholding Tax: Where applicable law requires XB2BX to withhold taxes from seller payouts, it will do so and provide relevant documentation. Sellers must provide valid tax residency certificates to claim treaty benefits where applicable.
Prohibited Items, Services & Seller Conduct
Critical- Conducting transactions "off-platform" to circumvent XB2BX fees, buyer protections, or escrow mechanisms after initial contact through XB2BX.
- Creating fake reviews, manipulating ratings, or engaging any party to artificially inflate seller performance metrics.
- 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 for direct off-platform relationships to avoid platform fees.
- Creating multiple seller accounts to circumvent suspension, restrictions, or fee structures.
- Misrepresenting the country of origin, certifications, or regulatory compliance status of listed goods.
- Using XB2BX for money laundering, terrorist financing, or any form of financial crime.
Intellectual Property Rights
LegalAll 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 LTD and its licensors. All rights reserved. No Seller licence, whether express or implied, extends to any of these assets beyond what is strictly necessary to operate a seller account.
By uploading any 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, and use that content for the purposes of: (i) operating and promoting the Platform; (ii) generating anonymised market data and insights; and (iii) enforcing this Agreement.
You warrant that all Seller-submitted content is original, owned by you or properly licenced, and does not infringe any third-party intellectual property rights. You indemnify XB2BX against any claims arising from infringement within your submitted content.
Sellers may display the XB2BX "Verified Seller" badge and other approved trust marks on their external materials solely with prior written consent from XB2BX's marketing team. Unauthorised use of XB2BX branding is a breach of this Agreement and may constitute trademark infringement.
Data Protection, Privacy & Buyer Data
GDPR / PrivacyXB2BX processes personal data in accordance with the UK GDPR, the EU General Data Protection Regulation (2016/679), the Data Protection Act 2018, and all applicable equivalent legislation in the jurisdictions where it operates.
- Permitted Use Only: Buyer personal data (names, addresses, contact details, order history) provided to Sellers through the Platform may only be used for the fulfilment of the specific Order for which it was provided. It may not be used for any other commercial, marketing, or data-aggregation 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.
- Data Security: Sellers must implement appropriate technical and organisational security measures to protect any Buyer personal data they handle against unauthorised access, loss, or disclosure.
- Breach Notification: Any data breach involving Buyer personal data must be reported to XB2BX at dpo@xb2bx.com within 24 hours of discovery.
- Data Retention: Sellers may retain Buyer personal data only for 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 request.
XB2BX processes Seller personal and business data to: operate the Platform, verify identity, process payouts, comply with legal obligations, and improve services. Full details of how XB2BX processes Seller data are set out in the XB2BX Privacy Policy at xb2bx.com/privacy. Sellers have the right to access, rectify, or request deletion of their data by contacting dpo@xb2bx.com.
Seller Representations & Warranties
LegalBy agreeing to this Agreement and by each action taken on the Platform, you continuously represent and warrant to XB2BX and to every Buyer transacting with you that:
- You have full legal right, title, and authority to sell all goods and services you list on the Platform.
- All Listings, descriptions, specifications, images, and certifications you publish are truthful, accurate, and not misleading.
- All goods you supply conform to the descriptions in your Listings and to all applicable legal standards, safety regulations, and quality certifications.
- You hold all licences, permits, regulatory approvals, and tax registrations required by applicable law in your jurisdiction and in any jurisdiction to which you export.
- You are not insolvent, under administration, subject to winding-up proceedings, or otherwise legally incapacitated.
- Your use of the Platform and fulfilment of Orders does not violate any applicable law, regulation, court order, or contractual obligation to any third party.
- You have implemented and maintain adequate anti-bribery, anti-corruption, and anti-money-laundering policies consistent with applicable law including the UK Bribery Act 2010.
These representations are ongoing and must remain true for the duration of your seller account. Material breach of any representation is grounds for immediate termination.
Liability, Indemnification & Insurance
LegalSellers bear full and direct contractual liability to Buyers for the quality, safety, fitness for purpose, and regulatory compliance of all goods and services supplied through the Platform. XB2BX's role as marketplace facilitator does not transfer this liability to XB2BX.
You agree to fully indemnify, defend, and hold harmless XB2BX, its directors, officers, employees, agents, and successors from and against all claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including legal fees) arising from or related to:
- Your breach of any term of this Agreement or any applicable law.
- The goods or services you supply, including defects, injuries, or regulatory non-compliance.
- Infringement by your Listings or seller content of any third-party intellectual property rights.
- Any tax, customs, or regulatory liability arising from your trading activities on the Platform.
- Fraud, misrepresentation, or wilful misconduct by you or your representatives.
To the maximum extent permitted by applicable law, XB2BX's total 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 liability for indirect, consequential, special, incidental, or punitive damages.
Seller Account Suspension & Termination
CriticalXB2BX reserves the right to suspend, restrict, or permanently terminate a Seller's account at its sole discretion in the following circumstances:
| Trigger | Action | Notice |
|---|---|---|
| Breach of Prohibited Items (§12) | Immediate permanent termination | None required |
| Fraud or financial crime | Immediate suspension + investigation | None required |
| Sanctions exposure identified | Immediate freeze of account & funds | None required |
| KYB documents expired or invalid | Listing suspension pending renewal | 14 days to cure |
| Outstanding fees (>14 days overdue) | Payout hold + listing restriction | 7 days reminder first |
| Repeated Order non-fulfilment | Probation, then suspension | Warning issued |
| Low performance score (persistent) | Listing restriction + review | Performance notice first |
| Court / regulatory order | Compliance action as required | Per court order |
- All active Listings are removed immediately upon termination.
- Pending Orders must be fulfilled or cancelled in accordance with XB2BX's instructions. Buyer refunds for unfulfilled Orders will be deducted from any outstanding Seller balance.
- Payout of remaining balance (after deductions) will be processed within 90 days of termination, provided there are no outstanding disputes, regulatory investigations, or fund holds.
- Seller's obligation to maintain Buyer personal data securely, and to comply with tax/regulatory reporting obligations, survives termination.
Dispute Resolution, Governing Law & Contacts
LegalIn the event of a dispute between a Seller and Buyer, the following escalation path applies. Sellers are obligated to participate in good faith at every stage:
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 exclusive jurisdiction of the courts of England and Wales.
XB2BX Global Seller Agreement
This document constitutes the complete, exclusive, and final agreement between XB2BX LTD and all registered Sellers with respect to the subject matter herein. It supersedes all prior representations, negotiations, and earlier agreements.
Document ID: SA-XB2BX-2025-v3.2 · Effective 1 January 2025