Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you and us and apply to your access to and use of the Platform, including the website https://xtrari.com, and any related Services operated or provided by Xtrari Limited (“Xtrari”, “we”, “us”, or “our”).

1. Before using the Service

1.1 Please read these Terms and any other policies or documents accessible through the website carefully before using the Platform and our website.

1.2 For purposes of these Terms, “you” and “your” means you as the User of the Platform.

1.3 These Terms apply to all Users who wish to access the Platform or use the Services.

1.4 Depending on the designation of your Account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.

1.5 In the event of any inconsistency between these Terms, the Contractor Agreement, and any other policies or documents, the Contractor Agreement prevails.

1.6 In the event of any inconsistency between these Terms, the Contractor Agreement, and any other policies or documents, the Contractor Agreement shall prevail.

2. Acceptance of these Terms

2.1 By accessing or using the Platform, creating an Account, or clicking to accept or agree to these Terms where such option is made available, you acknowledge that you have read, understood, and agree to be bound by these Terms and any other policies or documents made available through https://xtrari.com.

2.2 You consent to the collection, use, disclosure, and other handling of your personal data in accordance with our Privacy Policy.

2.3 By using the Platform and the Services, you represent and warrant that: (a) any and all registration information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Platform and the Services does not violate any applicable law, regulation, or obligation you may have to a third party, (d) you will comply with applicable laws, regulations, guidelines, these Terms throughout your use of the Platform and the Services, as applicable.

2.4 If you disagree with any part of these Terms, you must immediately discontinue use of the Platform.

2.5 You agree to receive electronic communications and notifications via the Platform.

3. Amendment of Terms

3.1 We reserve the right to change these Terms or Policies regarding the use of the website and Services at any time and to notify you by posting the revised version.

3.2 We reserve the right, at any time and in our sole discretion, to modify, suspend, discontinue, restrict, or terminate access to the Platform, the Services, or any feature or functionality thereof, with or without notice and without liability to you, to the extent permitted by applicable law.

4. Definitions

The following terms have the following meanings:

“Account”

means an account created to access and use the Platform in accordance with these Terms. The Platform supports two types of Accounts: (a) Client Accounts, and (b) Provider Accounts.

“Act”

means the electronic statement of account and acceptance report for Works or Services Act generated through the Billing System at the end of each accounting Period and made available to the Provider through the Platform.

“Authorised Person”

means an individual authorised by a User to access and use the Platform and Services under the relevant Account.

“Billing System”

means the billing and accounting system forming part of the Platform through which information relating to Tasks and Projects, their performance status, and the Remuneration payable to the Provider.

“Client”

means a legal entity or individual entrepreneur that engages the Contractor to perform, or arrange for the performance of, Works, Services, Tasks, or Projects.

“Client Account”

means the registered Account created for a Client to access and use the Platform in connection with requesting or receiving the Works and the Services in accordance with these Terms and the relevant agreement with the Contractor.

“Contractor” or “Contractor of Record”

means Xtrari, which is engaged by a Client under the Contractor Agreement to perform, or arrange for the performance of, Works, Services, Tasks or Projects through one or more Providers.

“Contractor Agreement”

means the agreement between us and the Client that sets out the terms governing the Provider’s engagement, provision of the Works and Services, and related contractual, administrative, and payment arrangements.

“Intellectual Property”

means any copyrightable work, database, software, invention, design, trademark, trade secret (know-how), or other intellectual property, whether or not registrable, that is created, developed, conceived, reduced to practice, or otherwise generated by the Subcontractor in connection with the performance of the Works or provision of the Services.

“Intellectual Property Rights”

means all present and future intellectual property rights of any nature anywhere in the world, including copyrights (and neighboring or related rights), patent rights, trademark rights, design rights, database rights, rights in trade secrets and confidential information, domain name rights, rights in integrated circuit topographies, rights to protection against unfair competition, and all other proprietary rights in or relating to Intellectual Property, including all rights to use, reproduce, modify, adapt, distribute, publish, disclose, assign, license, enforce, and otherwise exploit such Intellectual Property.

“Platform”

means the online platform operated by Xtrari and made available through https://xtrari.com, including any associated websites, applications, software, functionality, features, interfaces, and related services made available by us from time to time.

“Project”

means a group of related Tasks that together constitute a single assignment.

“Provider”

means an independent professional, agency, or other service provider that performs the Works and/or provides the Services requested by a Client pursuant to the relevant agreement with the Contractor.

“Provider Account”

means the registered account created for the Provider to access and use the Platform in connection with the performance of Works and the provision of services under the relevant agreement with Contractor.

“Result”

means any work product, deliverable, material, document, software, data, design, invention, report, or other output created, developed, or produced by the Provider in connection with the performance of the Works or provision of the Services, whether or not it contains or constitutes Intellectual Property.

“Sanctions”

means any applicable economic, financial, trade, immigration, shipping, aviation, export control, trade embargo, or other sanctions laws, regulations, restrictive measures, or similar legal requirements imposed, administered, or enforced by a Sanctions Authority.

“Sanctions Authority”

means the European Union, the United States of America, the United Kingdom, the United Nations, and any other governmental, judicial, or regulatory authority having jurisdiction over a party or any part of its business or operations that administers or enforces Sanctions, including, without limitation, the Council of the European Union, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, HM Treasury, the UK Office of Financial Sanctions Implementation (OFSI), and the United Nations Security Council.

“Sanctions List”

means any list of sanctioned or restricted persons, entities, vessels, aircraft, or other designated parties issued, maintained, or administered by a Sanctions Authority, as amended, supplemented, or replaced from time to time, including, without limitation, the EU Consolidated Financial Sanctions List, the OFAC Specially Designated Nationals and Blocked Persons (SDN) List and other OFAC sanctions lists, the UK Consolidated List of Financial Sanctions Targets, and the United Nations Security Council Consolidated Sanctions List.

“Services”

means the platform-based and related services provided by Xtrari to facilitate the engagement, contracting, administration, invoicing, payment coordination, and compliance support of Providers, as made available from time to time.

“Task”

means an individual assignment for the performance of specified Works or the provision of specified Services, whether independently or as part of a Project, together with the applicable scope, Remuneration, performance period, and any other applicable terms.

“User”

means the legal entity on whose behalf these Terms are accepted, or an individual accepting these Terms in a business or professional capacity.

“Works”

means any work, deliverable or other output that the Provider is required to perform, create or produce under a Task or Project.

5. Use of the Platform and Services

5.1 These Terms govern your access to and use of the Platform and the Services provided by us, including services that facilitate the engagement and administration of independent professionals, agencies, and other service providers.

5.2 Additional rules governing specific Services are set forth in the Contractor Agreement.

5.3 You are responsible for paying all fees charged by or for us and applicable taxes in a timely manner with a payment mechanism associated with the applicable paid services or items of the Platform. We reserve the right to modify our fees from time to time. Any such changes will become effective as indicated in the relevant notice or upon publication within the Platform, unless otherwise agreed in the Contractor Agreement.

5.4 The Client may specify the scope, objectives, jurisdiction, required expertise, capacity, service levels, timing, and other requirements for the requested Works or Services through the Platform.

5.5 Based on the Client's requirements, we may make one or more Tasks or Projects available to eligible Providers through the Platform. Upon accepting a Task or Project through the Platform, the Provider agrees to perform the applicable Works or Services in accordance with the Contractor Agreement, the relevant agreement between us and the Provider, the applicable Task or Project terms, and these Terms. Each Task or Project accepted by the Provider constitutes a binding contractual commitment and must be performed in accordance with its applicable terms.

5.6 We are responsible for the contractual administration of each engagement, including onboarding, contract administration, invoicing, payment coordination, and related compliance processes. Subject to the applicable agreement between us and the Provider, and the successful completion of the relevant Task or Project, we will pay the Provider the agreed Remuneration. The performance status of each Task or Project and the corresponding Remuneration payable to the Provider are available through the Billing System.

5.6 Please note that, in connection with the Platform and the Services, we provide Contractor of Record services. Our Services include contractor and provider onboarding, contract administration, invoicing, payment coordination, compliance support, and related commercial administration, in accordance with applicable laws and regulations.

5.7 Unless expressly agreed otherwise in writing or required by applicable law, we do not provide employment, staffing, labour hire, recruitment, or employer-of-record services. Nothing in these Terms, the Services, or any related documentation creates or is intended to create an employment, agency, partnership, joint venture, fiduciary, or similar relationship between us and any User.

5.8 We may elect to limit or withhold the availability of the Platform or the Services, in whole or in part, in certain markets, either at our sole discretion or due to legal or regulatory requirements, depending on your location. Additionally, you acknowledge that certain Services may become temporarily unavailable due to disruptions, outages, or unavailability of the third-party services, or due to scheduled and unscheduled maintenance.

6. License and Intellectual Property Rights

6.1 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform and Services solely for the purposes permitted under these Terms, including: (a) for Clients, to access and use the Platform and Services for their internal business purposes, and (b) for Providers, to access and use the Platform and Services in connection with the performance of the Works and provision of Services in accordance with the applicable agreement between us and the Provider.

6.2 This license does not grant you ownership of the Platform or its content. All rights remain with Xtrari. All intellectual property rights, including copyrights, trademarks, service marks, trade names, designs, patents, logos, and any other proprietary rights in and to the Platform, any content thereon, the Services, and all technology and any content created or derived from any of the foregoing, is the exclusive property of Xtrari.

6.3 By accepting these Terms and using the Platform, the User expressly agrees that the User is expressly prohibited from, and is prohibited from allowing any third party to, perform any of the following actions, or any actions similar in nature or intent thereto:

• copy, replicate, distribute, modify, remake, republish, download, post, display, perform, add to, abridge, compile, adapt, translate, derive source code from, disassemble, decompile, reverse-engineer, or create derivative works based on the Platform or any part or portion thereof, update, broadcast, make available to the general public, or otherwise transmit, disseminate, or use in any similar manner whatsoever the Platform, any of its functionality, or any of the Platform’s contents,
• sell, license, grant on a royalty-free basis, or transfer access to the Platform or the User’s Account within the Platform,
• develop, distribute, or host any service or website that is based on, or is confusingly similar to, the Platform,
• remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing in any part of the Platform’s contents,
• perform any other actions that may infringe, or create a risk of infringement of, Intellectual Property Rights of Xtrari its licensors, or third parties with respect to the Platform.

6.4 All product, service, or interactive service names, trade names, slogans, logos, and other trademarks and service marks and designations appearing on the Platform are the property of Xtrari, its licensors, affiliates, or third parties. The use or misuse of these designations or any similar materials is prohibited and may violate applicable law.

6.5 Unless otherwise specified in the Contractor Agreement:

• We may use your Marks on the Platform, in marketing materials, and financial disclosures to identify you as our client or user,
• You may use our Marks solely with our prior written consent on your website or app portions directly related to our Services, subject to any written usage guidelines we provide (if applicable), with which you shall comply.

6.6 We can remove infringing content from the Platform and suspend or terminate the Accounts of Users who repeatedly engage in such infringements upon receipt of infringement notice. If you believe your rights have been infringed, you may submit such notice to us. The notice should include:

• A description of the allegedly infringing content and the rights affected,
• The specific location of the infringing content on the Platform (e.g. a link),
• Any evidence supporting your claim,
• Your contact details (such as your phone number and email address).

6.7 Access to the Platform and the Services may be interrupted, delayed, or restricted due to system maintenance, unforeseen technical difficulties, network congestion, or other factors beyond our reasonable control. As a result, you may be unable to use your Account, utilize the Services or retrieve data during these periods. While we will use reasonable efforts to restore access and functionality as soon as practicable, you acknowledge and agree that we are not liable for losses resulting from or in connection with the unavailability or degraded performance of the Platform, or any delay in the Services or user support responses caused by the Platform issues.

6.8 The Platform may display advertisements, promotional content, or links provided by third parties. Such content may include banners, text links, pop-ups, sponsored content, or personalised offers, where permitted by applicable law. We do not control, endorse, guarantee, or assume responsibility for any third-party advertisements, content, products, services, or websites made available through the Platform. Please note that by clicking on links to third-party websites or applications, you will be subject to the terms of use and privacy policies of those third parties. It is essential to review and comply with those terms and privacy policies before providing third parties with any personal or confidential information or using any third-party websites, applications, or services. Any interactions or transactions between you and a third party are solely between you and that third party. To the maximum extent permitted by applicable law, we are not responsible for any loss, damage, claim, or dispute arising out of or in connection with such third-party content, advertisements, products, services, or interactions.

7. User Eligibility and Accounts

7.1 To access and use all or part of the Platform and the Services, you must create and maintain the Account. The Users of the Platform may register an Account as a Client or Provider.

7.2 You may create and operate only a single Account on behalf of the company you are authorized to represent, unless otherwise expressly authorized in writing by us. Attempting to create or operate multiple accounts within the Platform without our prior written consent may result in the suspension or termination of your Account, or other actions we deem appropriate.

7.3 When creating an Account, you must provide us with accurate, complete, and up-to-date information and documents required for registration, verification, and compliance purposes, including information required under our AML/CFT procedures and applicable know-your-customer and know-your-business requirements (“KYC/KYB”). Initial registration may require only a valid email address and password. Access to certain features or Services, including contract execution, identity verification, compliance checks, payment-related functionality, or other regulated activities, may require you to complete, update, or maintain your Account information. This may include providing accurate and up-to-date identification, contact, tax, business, banking, or other compliance-related information or documentation as reasonably required by us or our service providers.

7.4 You represent and warrant that all information provided by you remains accurate, complete, and current, and you agree to promptly update such information following any changes. You further agree to provide, on an ongoing basis, any additional information or documents that we may reasonably request for verification, compliance, or regulatory purposes.

7.5 You are responsible for securing your Account and for any actions taken under your Account, even if it was compromised. This includes unauthorized access by someone who signed into your Account.

7.6 You are responsible for any and all instructions submitted through the Platform, including through your Account, as well as any other instructions provided to us.

7.7 You are also responsible for maintaining the confidentiality and security of all identifiers, passwords, authentication credentials, and other security measures associated with your Account. If you suspect unauthorized access to your Account, please notify us promptly. We disclaim any liability for your loss resulting from your account being compromised, and you agree to indemnify and hold us harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail that your Account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable.

7.8 You can delete your Account and cease to use the Platform and our Services at any time by contacting us. While there is no fee for closing your Account, you are responsible for settling any unpaid fee owed to us.

7.9 We make the Platform and Services available only to Users who have reached the minimum age required to enter into legally binding agreements under applicable law. If you access or use the Platform or Services as an individual, you represent and warrant that: (a) you have reached the age of majority and have the legal capacity to enter into these Terms and any applicable agreement with us, (b) you have the authority to accept these Terms and use the Platform and Services, and (c) you are able to perform your obligations under these Terms and any applicable agreement with us.

7.10 If you access or use the Platform or Services on behalf of a business or other legal entity, you represent and warrant that (a) you are duly authorised to accept these Terms, register for the Services, and bind the business to these Terms, and (b) the business is responsible for your access to and use of the Services, as well as the access to and use of the Services by its authorised representatives, including employees, agents, contractors, or other permitted users.

7.11 If you are creating an account on behalf of a company, you must designate an owner with full administrative control (“Owner”). The Owner may create and assign roles and designate one or more administrators to help manage your Account.

7.12 If we reasonably determine that any content or use of the Platform or Services breaches these Terms, violates our Prohibited Usage requirements, or may expose us to legal, regulatory, security, or compliance risks, we may remove, restrict access to, or disable the relevant content or restrict your access to the Platform or Services. We may also suspend or terminate your Account in accordance with these Terms and applicable law.

8. Prohibited Usage

8.1 You must not, directly or indirectly, access or use the Platform or Services for any unlawful, fraudulent, abusive, or prohibited purpose, or in any manner inconsistent with these Terms. Without limitation, prohibited activities include:

• Money Laundering and Financial Crime: Engaging in, facilitating, or attempting to facilitate money laundering, terrorist financing, fraud, financial crime, or any activity intended to conceal the origin, ownership, or destination of unlawfully obtained funds or assets.
• Fraud and Misrepresentation: Engaging in deceptive, fraudulent, or misleading conduct, including providing false information, misrepresenting your identity, authority, affiliation, or business activities.
• Sanctions and Trade Restrictions: Violating or attempting to circumvent any applicable sanctions, embargoes, export controls, or other restrictive measures imposed by applicable authorities.
• Legal and Regulatory Compliance: Using the Platform or Services in breach of applicable laws, regulations, court orders, governmental requirements, or regulatory obligations.
• Bribery and Corruption: Offering, promising, giving, requesting, or accepting any improper payment, benefit, or thing of value intended to influence the actions of any person or entity.
• Harassment, Discrimination, and Abuse: Using the Platform to harass, threaten, abuse, intimidate, defame, discriminate against, or otherwise harm any person or group, including based on protected characteristics under applicable law.
• Unsolicited Communications: Sending spam, phishing messages, unauthorized marketing communications, or other deceptive or harmful communications.
• Cybersecurity Violations:
  • Attempting to gain unauthorized access to the Platform, systems, networks, or data;
  • Introducing viruses, malware, ransomware, malicious code, or other harmful technology;
  • Conducting or facilitating denial-of-service (DoS) attacks or other activities that disrupt the Platform or Services.
• Illegal Goods and Services: Using the Platform or Services to facilitate activities involving illegal, restricted, or prohibited goods or services.
• Terrorism and Criminal Activities: Supporting, facilitating, promoting, or engaging in terrorism, organized crime, or other unlawful activities.
• Tax Evasion and Regulatory Avoidance: Facilitating or participating in activities intended to evade taxes, reporting obligations, or other legal or regulatory requirements.
• Platform Abuse: Misusing Platform features, including attempting to manipulate fees, circumvent contractual obligations, bypass security or compliance controls, or interfere with monitoring systems.
• Impersonation: Impersonating any person, organization, or entity, or misrepresenting your identity, authority, affiliation, or relationship with any person or entity.
• Use the Platform for any purposes other than those expressly permitted under these Terms of Use.

8.2 You must ensure that your access to and use of the Platform and Services complies with all applicable laws, regulations, and these Terms. We may take appropriate action, including suspension or termination of access, where we reasonably determine that these requirements have been breached.

8.3 You agree not to use any automated or manual tools (including “robots”, “spiders”, or “scrapers”) to access, collect, copy, or monitor any portion of the Platform or its content, or to circumvent the Platform’s structure or functionality to obtain any materials, documents or information not purposely made available through the Platform. We reserve the right to bar any such activity.

8.4 If we reasonably suspect that you use the Platform or Account in violation of the Prohibited Usage requirements, we may:

• Suspend or terminate your Account,
• Suspend the provision of the Services,
• Report violations to law enforcement authorities with or without advance notice.

9. Sanctions and Export Control Compliance

9.1 By accessing or using the Platform or any of the Services, you represent and warrant that: (a) you are not located in, incorporated, established, organised, or ordinarily resident in any jurisdiction subject to comprehensive Sanctions, (b) you are not a person or entity subject to Sanctions, listed on a Sanctions List, or owned or controlled by any person or entity subject to Sanctions or listed on a Sanctions List, and (c) you are not accessing or using the Platform or Services on behalf of, or for the benefit of, any person, entity, or jurisdiction subject to Sanctions.

9.2 You must not access, use, provide, transfer, or otherwise make available the Platform or Services: (a) in violation of any applicable Sanctions, export control, trade restriction, or similar legal requirements, or (b) to any person, entity, jurisdiction, or restricted party subject to Sanctions or identified on a Sanctions List.

9.3 You agree to provide any information or documentation reasonably requested by us to verify compliance with applicable Sanctions requirements. We may suspend, restrict, or terminate access to the Platform or Services where we reasonably determine that such action is necessary to comply with applicable Sanctions, legal, regulatory, or compliance obligations.

10. Suspension and Termination

10.1 We may suspend, restrict, disable, or terminate your Account or access to the Services if we reasonably determine that: (a) you have breached these Terms, any applicable agreement with us, or applicable laws or regulations, or (b) your use of the Platform, Content, or conduct creates a material legal, regulatory, security, compliance, or reputational risk.

10.2 Where required for tax, regulatory, or identity verification purposes, we may restrict access to certain Account features or Services until you complete the required verification process or provide the required tax information.

10.3 For Providers, if you are required to complete identity verification or provide information regarding your applicable tax status, and you fail to do so before performing Works or providing Services under an applicable agreement, we may suspend or block your Provider Account once the applicable remuneration threshold has been reached. During such suspension, you may be unable to accept new Tasks or Projects, perform certain Services, or access related payment functionality until you complete the required verification or provide the required information, or until such restriction is no longer required under applicable law.

11. Platform Availability

11.1 We do not represent or warrant that the Platform, the Services, or any part thereof is available, appropriate, or lawful for use in any particular jurisdiction. Access to the Platform and Services may be restricted or unavailable in certain jurisdictions or languages.

11.2 To the maximum extent permitted by applicable law, we do not warrant that the Platform or Services will operate without interruption, delay, errors, defects, or harmful components, or that they will be continuously available or compatible with every device, system, or network.

11.3 The Platform and Services may be suspended, restricted, or unavailable from time to time due to scheduled maintenance, updates, technical issues, security measures, or circumstances beyond our reasonable control.

12. Disclaimer of Warranties

12.1 The Platform, all content, and the Services are provided to you on an “as is” and “as available”, with no guarantees of completeness, accuracy or timeliness, and without representations and warranties of any kind, whether express, implied, or statutory.

12.2 To the fullest extent permitted by any applicable law, Xtrari, its officers, directors, employees, agents, affiliates, and suppliers expressly disclaim all types of warranties, including implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement.

12.3 To the maximum extent permitted by applicable law, we make no representation or warranty that the Platform or the Services will meet your requirements or expectations, or that any content made available on or through the Platform is accurate, complete, reliable, current, or error-free.

12.4 We reserve the right, at any time and in our sole discretion, to modify, update, suspend, discontinue, remove, or restrict access to any part of the Platform, the Services, or any content or functionality made available through them, with or without notice, except where notice is required by applicable law.

12.5 In some jurisdictions, disclaimers of implied warranties may not be allowed, and parts of these terms may not apply to you. If applicable laws require the provision of warranties, they are limited to 90 days from the first use of the Platform, to the fullest extent permitted by applicable law.

13. Limitation of Liability

13.1 To the extent permitted by applicable law, Xtrari maximum liability (including its officers, directors, employees, agents, affiliates, and suppliers) to your for any damages arising out of or related to these Terms, the Platform, or any Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of fees (if any) you have paid to us in the twelve (12) months immediately preceding the event giving rise to the claim. The existence of multiple claims will not enlarge the stated limit.

13.2 To the extent permitted by applicable law, you agree to refrain from seeking injunctive relief, specific performance, or any other equitable remedy against us, our officers, directors, employees, agents, affiliates, and suppliers, for any damages arising out of, or related to these Terms, the Platform or the Services.

13.3 Neither we nor you shall be liable for any delay, failure, or interruption in performing any obligation under these Terms, or for any inaccuracy in, or unsuitability of, the Platform’s content or functionality, or the Services, to the extent such delay or failure results directly or indirectly from events or circumstances beyond our reasonable control (“Force Majeure”).

13.4 Xtrari, its officers, directors, employees, agents, affiliates, and suppliers are not liable for any indirect, incidental, special, punitive, exemplary, or consequential damages arising from the use of the Platform or any of the Services, even if foreseeable, including, but not limited to lost profits, loss of data (including user data and any third-party data that may be collected by users, even inadvertently), loss of goodwill, costs of procuring substitute services.

13.4 To the maximum extent permitted by applicable law, we are not liable for any loss, damage, delay, or failure arising from inaccurate or delayed data, acts or omissions of Providers, third-party service providers, other Users, unauthorised third parties, or your breach of these Terms, any applicable agreement, or applicable laws. The performance of Works and provision of Services by Providers are governed by the applicable Contractor Agreement and other applicable agreements.

13.5 In some jurisdictions, the exclusion or limitation of liability for incidental or consequential damages may not be allowed. In such cases, the provisions of this section may apply to a limited extent.

14. Indemnity

14.1 You agree to indemnify and hold harmless Xtrari, its officers, directors, employees, agents, affiliates, and suppliers from any claim, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, costs, and expenses (“Losses”), arising out of, or in any way connected with:

• Your access to or use of the Platform and the Services,
• Your breach or alleged breach of these Terms,
• Your violation of any applicable Law, or infringement upon the rights of any third party (including but not limited to intellectual property, privacy, or other proprietary rights),
• Any false, misleading, or inaccurate information provided by you to us,
• Any unauthorised access to or misuse of the Platform by a third party resulting from the User's failure to take reasonable measures to safeguard the User's login credentials or Account against unauthorised access or use,
• Any claim brought by a governmental authority, regulatory agency, industry body, or other third party, where such claim arises out of, or in connection with the use of the Platform and the Services.

14.2 The Losses include without limitation, attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority.

15. Waiver

15.1 To the maximum extent permitted by applicable law, you acknowledge that we may investigate your use of the Platform and Services to verify compliance with these Terms, applicable laws, and our legal or regulatory obligations. You agree that neither we nor our affiliates, licensors, service providers, officers, directors, employees, agents, or contractors will be liable for any loss, damage, claim, or liability arising from actions taken in good faith in connection with such investigations or the enforcement of these Terms, including actions taken in response to legal or regulatory requirements or in cooperation with law enforcement authorities or other competent authorities.

15.2 Nothing in this Section excludes or limits any liability that cannot lawfully be excluded or limited.

16. Applicable Law and Dispute Resolution

16.1 These Terms, all matters arising from it, and any dispute arising between the Parties in connection with this Agreement shall be governed by and construed in accordance with the laws of England and Wales, notwithstanding any conflict of law provisions. These laws apply to all aspects of these Terms, including their interpretation, execution, and disputes.

16.2 If you access the Platform from outside Hong Kong, you are responsible for complying with local laws. Use of the Platform is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this Section.

16.3 Any dispute, controversy, or claim arising out of or in connection with these Terms, the Platform, or the Services, including any question regarding their existence, validity, interpretation, breach, termination, or enforceability (a “Dispute”), shall first be resolved in accordance with this Section.

16.4 Before commencing arbitration, the party raising the Dispute shall provide the other party with written notice describing the nature of the Dispute and the relief sought. The parties shall use good faith efforts to resolve the Dispute through negotiations for a period of thirty (30) calendar days following receipt of such notice (the “Resolution Period”). Any negotiations, settlement discussions, or settlement offers made during the Resolution Period shall be confidential and inadmissible in any legal or arbitral proceedings, except where disclosure is required by applicable law or for the purpose of enforcing a settlement agreement.

16.5 If the Dispute has not been resolved by the end of the Resolution Period, it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. Those Rules are deemed to be incorporated into this clause by reference. The arbitral tribunal shall consist of one arbitrator. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties. The existence of the arbitration, the arbitration proceedings, all submissions, evidence, orders, and awards shall remain confidential, except to the extent disclosure is required by applicable law, by a court of competent jurisdiction, by a regulatory authority, or for the purpose of enforcing or challenging an arbitral award.

16.6 Nothing in this Section prevents either party from seeking interim, conservatory, or emergency relief from any court of competent jurisdiction or from an emergency arbitrator in accordance with the HKIAC Administered Arbitration Rules.

16.7 To the extent that any Dispute is not capable of settlement by arbitration under applicable law, the parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong for the determination of that Dispute.

17. Term and Termination

17.1 These Terms remain in effect as long as you access and use the Platform and the Services.

17.2 We reserve the right to terminate your access to the Platform and terminate your Account at any time and for any reason, including but not limited to:

• Your violation of these Terms,
• Failure to comply with other documents and requirements,
• Any grounds specified in the Contractor Agreement.

18. Electronic Communications and Signatures

18.1 By accessing or using the Platform, you agree that all communications between you, other Users and us may be conducted electronically and in the English language, unless otherwise required by applicable law. This includes communications, agreements, documents, receipts, notices, disclosures, and other records relating to your use of the Platform or Services (“Electronic Communications”).

18.2 We may provide Electronic Communications to you through any of the following methods: (a) posting them on the Platform (b) sending them to your registered email address (c) sending SMS, text messages, or other electronic notifications to your registered contact details (d) providing documents or records in electronic format.

18.3 Where supported by applicable law, your access credentials, including your username and password, may be used as an electronic means of identification and authentication in connection with your Account and may constitute an electronic signature (“Electronic Signature”) or acceptance mechanism for transactions, agreements, and other electronic records entered through the Platform.

18.4 You acknowledge and agree that Electronic Communications and electronic acceptance or signatures made through the Platform may have the same legal effect as handwritten signatures and paper documents, to the extent permitted by applicable law. By using the Platform, the User expressly agrees to recognise the authenticity, validity, and legal effect of electronic documents executed using the Electronic Signature within the Platform, regardless of whether such electronic documents originate from the User, us, or other Users of the Platform, in each case to the extent such documents are executed within the Platform in accordance with the applicable terms.

18.5 You consent to the exchange, execution, and storage of documents, including, without limitation, agreements, the Acts, records, notices, and other documents, in electronic form.

18.6 You are responsible for maintaining accurate and up-to-date contact information associated with your Account and must regularly review communications sent to you. We are not responsible for any failure to receive Electronic Communications resulting from circumstances beyond our reasonable control, including: (a) incorrect, incomplete, or outdated contact information provided by you (b) filtering, blocking, or misclassification of communications by your email provider or service provider. You must promptly notify us of any changes to your contact details to ensure that you continue to receive important communications.

19. Confidentiality

19.1 Each party may receive or have access to Confidential Information of the other party in connection with the Platform or the Services. “Confidential Information” means any non-public business, commercial, financial, technical, operational, or other information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in any form that is designated as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of its disclosure.

19.2 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of these Terms or any other obligation of confidentiality, (b) was lawfully known to the Receiving Party before disclosure by the Disclosing Party, (c) is lawfully received from a third party without breach of any confidentiality obligation, (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

19.3 The Receiving Party shall: (a) use the Confidential Information solely as necessary to exercise its rights or perform its obligations under these Terms or any applicable agreement, (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care, (c) not disclose the Confidential Information to any third party except to its employees, affiliates, professional advisers, contractors, or service providers who have a legitimate need to know the information and are subject to confidentiality obligations no less protective than those contained in these Terms.

19.4 The Receiving Party may disclose Confidential Information where required by applicable law, regulation, court order, or a competent governmental or regulatory authority. Where legally permitted, the Receiving Party shall promptly notify the Disclosing Party before making such disclosure and shall reasonably cooperate, at the Disclosing Party's expense, in seeking confidential treatment or another appropriate protective measure.

19.5 For the purposes of these Terms, the terms of these Terms, any applicable agreement, pricing, commercial terms, non-public information relating to the Platform or Services, and any non-public User content shall be treated as Confidential Information. Personal Data shall be processed in accordance with our Privacy Policy and applicable data protection laws.

20. Miscellaneous

20.1 The User expressly agrees that, for the purposes of these Terms, the User is not considered, and shall not represent itself as, an agent, employee, joint venturer, or partner of Xtrari, and that use of the Platform does not vest in either us or the User the rights or obligations of such parties.

20.2 The User may not assign these Terms, in whole or in part, to any third party, and any attempted assignment in violation of this provision shall be null and void. We may assign these Terms or any of its rights or obligations hereunder, without the User’s consent at any time.

20.3 Unless otherwise specified herein, these Terms and the Privacy Policy are incorporated by reference and comprise the entire understanding and agreement between you and us, and supersede any prior discussions, agreements, and understandings of any kind (electronic, oral or written) with respect to the use of the Platform. If this Section conflicts with any separate Contractor Agreement executed by both parties, the Contractor Agreement shall prevail with respect to the services covered therein.

20.4 If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then it shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, any such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original intent.

20.5 Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

21. Contacts

If you have any questions or require assistance regarding these Terms, the Platform, the Services, and the Account, please contact us.