WHAT PARTS OF THESE TERMS APPLY TO ME?

This agreement governs your use of the Service Provider and/or Customer mobile application available at https://xowli.com and via relevant mobile application stores, such as Google Play and App Store (App) and any other services made available through the App. By using the App, you agree to be bound by this agreement which forms a binding contractual agreement between you, the User, and us, ONECORE Ltd (14562993) being a company incorporated in England and Wales with registered office at 128 City Rd, EC1V 2NX, London, UK, United Kingdom (Xowli, we or us).

The remainder of this agreement is divided into three parts:

• Part A (All Users), which sets out terms that apply to all Users;
• Part B (Customers), which sets out additional terms that apply to Customers, being customers who wish to purchase services from Service Providers; and
• Part C (Service Providers), which sets out additional terms that apply to Service Providers, being service providers of used various types of services including general services and 18+ services as further described on https://xowli.com and who/which are registered with us to sell such services to Customers.

If you intend to use the App as a Customer, only Part A and Part B of these terms will apply to you.

If you intend to use the App as a Service Provider, only Part A and Part C of these terms will apply to you.

When we talk about the “Xowli Services” in this agreement, we are referring to the provision of the App for the display and sale by Service Providers and purchase by Customers of various types of services including general services and 18+ services as further described on https://xowli.com through our App and any associated services we offer.

A. All Users

1. ELIGIBILITY
   • This App is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the App. By using the App, you represent and warrant that you are either:
     • over the age of 18 years and accessing the App for personal use; or
     • accessing the App on behalf of someone under the age of 18 years old and consent to that person’s use of the App; and
     • We or any Service Provider will be entitled to ask you for copies of your age verification and identity documents. All such documentation will be processed in accordance with our privacy policy.
   • Please do not access the App if you are under the age of 18 years old or if you have previously been suspended or prohibited from using the App.

   For users under the age of 18 (for non-18+ Services), parental or guardian consent must be provided through a verifiable method. This consent should be documented and available for review by Xowli. The process for verifying such consent will be detailed on the Xowli website and may involve additional steps to ensure compliance with legal requirements. Such information will be set out in our Privacy Policy and/or in the Privacy Policy of the relevant User.

   Eligibility for 18+ Services: Access to and use of specific 18+ services offered through the Xowli App is strictly limited to users who are at least 18 years of age or older. By accessing these 18+ services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you access the 18+ services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the terms of this agreement and that such entity or organization is duly authorized by law to enter into contracts.

   Misrepresentation of your age to gain access to 18+ services is a breach of this agreement and may result in immediate termination of your account and potential legal action. Xowli and/or Service Providers reserve the right to request proof of age at any stage to verify that minors are not using the 18+ services.

   Furthermore, users accessing 18+ services must provide acceptable proof of age upon request. Acceptable proof includes government-issued identification or other legal documents as specified by Xowli or the relevant User. Failure to provide such proof when requested, or misrepresentation of age or authority, may result in immediate account suspension and potential legal action.

   Users are also reminded to comply with the eligibility requirements as per their local jurisdiction, which may have varying legal age and capacity laws. It is the User’s responsibility to ensure their use of the Xowli App and receipt and provisioning and offer for sale and purchase of any services through it adhere to local laws.

2. ACCOUNTS
   • In order to use most of the functionality of the App, Users are required to sign-up, register and receive an account through the App (an Account).
   • As part of the Account registration process and as part of your continued use of the App, you are required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, and other information as determined by Xowli from time to time.
   • You warrant that any information you give to Xowli in the course of completing the Account registration process will always be accurate, honest, correct and up to date.
   • Correspondence between Customers and Service Providers must take place on the App.
   • Once you complete the Account registration process, Xowli may, in its absolute discretion, choose to accept you as a registered user within the App and provide you with an Account.
   • Xowli reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.
   • Xowli may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with this agreement.

3. USER OBLIGATIONS

   As a User, you agree:

   • not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;
   • to not share your Account with any other person and that any use of your Account by any other person is strictly prohibited. You must immediately notify Xowli of any unauthorised use of your Account, password or email, or any other breach or potential breach of the App’s security;
   • to not use the App for any purpose other than for the purpose of making arrangements to provide or receive services, including by not using the App:
     • in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes); and
     • in connection with any commercial or money making or other promotional or marketing endeavours except those that are endorsed herein, or as approved in writing by Xowli;
   • not to act in any way that may harm the reputation of Xowli or associated or interested parties or do anything at all contrary to the interests of Xowli or the App;
   • not to make any automated use of the App and you must not copy, reproduce, translate, adapt, vary or modify the App without the express written consent of Xowli;
   • that Xowli may change any features of the App or Xowli Services offered through the App at any time without notice to you;
   • that information given to you through the App, by Xowli or another User including a Service Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
   • that Xowli may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 3.

4. POSTED MATERIALS
   • WARRANTIES:

     By providing or posting any information, materials or other content on the App, including in the forum facilities which may be made available to you or in the case of Service Providers, any materials you submit to the App for the sale of services and regarding those services (Posted Material), you represent and warrant that:

     • you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
     • the Posted Material is accurate and true at the time it is provided;
     • any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
     • the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
     • the Posted Material is not “passing off” of any service or service and does not constitute unfair competition;
     • the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
     • the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the App or any network or system; and
     • the Posted Material does not breach or infringe any applicable laws.
   • LICENCE:
     • You grant to Xowli a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Xowli to use, exploit or otherwise enjoy the benefit of such Posted Material.
     • If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release Xowli from any and all claims that you could assert against Xowli by virtue of any such moral rights.
     • You indemnify Xowli against all damages, losses, costs and expenses incurred by Xowli arising out of any third party claim that your Posted Material infringes any third party’s Intellectual Property Rights.
   • REMOVAL
     • Xowli acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material in advance of it being posted. However, Xowli may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the App) at any time without giving any explanation or justification for removing the Posted Material.
     • You agree that you are responsible for keeping and maintaining records of Posted Material.

5. REFUNDS AND CANCELLATIONS

   Xowli will have no liability or obligation to you if:

   • a Customer or Service Provider does not proceed to a transaction or if the services listed for sale in a Service Listing are not fit for purpose, as described or otherwise do not comply with consumer laws; or
   • if the Service Provider does not comply with applicable consumer laws; or
   • for whatever reason, including technical faults, the sale or purchase of a service in a Service Listing cannot be performed or completed, and you will not be entitled to any compensation from Xowli.

   Furthermore, in the event of cancellations, should a Customer cancel their booking later than five minutes after the initial booking was made, a cancellation fee of 32.5% will be applied. Out of this cancellation fee, Xowli is entitled to retain 12.5% (Xowli Cancellation Levy), with the remaining balance due to the Service Provider. This clause does not affect any refund rights existing between the Customer and Service Provider pursuant to their separate agreement, or any rights the Customer may have under applicable consumer law. As the Xowli Cancellation Levy is charged in consideration for the provision and use of the Xowli App and provision of receipt of Xowli Services, it is non-refundable by Xowli unless mandated otherwise by applicable law.

6. ONLINE PAYMENT PARTNER
   • We may use third-party online payment partners (Online Payment Partner) to collect payments on the App, including for our Xowli Services.
   • The processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner.
   • You agree to release Xowli and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s App or any error or mistake in processing your payment.
   • We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in processing your payment for the services purchased.

7. SERVICE LIMITATIONS

   The App is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that Xowli cannot and does not represent, warrant or guarantee that:

   • the App will be free from errors or defects;
   • the App will be accessible at all times;
   • messages sent through the App will be delivered promptly, or delivered at all;
   • information you receive or supply through the App will be secure or confidential; or
   • any information provided through the App is accurate or true.

8. INTELLECTUAL PROPERTY
   • Xowli retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Xowli Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Service Content) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.
   • You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of receiving the Xowli Services. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from Xowli or as permitted by law.
   • In this clause 8, “Intellectual Property Rights” means all copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.

9. THIRD PARTY CONTENT

   The App may contain text, images, data and other content provided by a third party and displayed on the App (Third Party Content). Xowli accepts no responsibility for Third Party Content and makes no representation, warranty or guarantee about the quality, suitability, accuracy, reliability, currency or completeness of Third Party Content.

10. THIRD PARTY TERMS
    • Any service that requires Xowli to acquire goods and services supplied by a third party on behalf of the Customer (including a third party payment service) may be subject to the terms and conditions of that third party (Third Party Terms), including ‘no refund’ policies.
    • Users agree to familiarise themselves with any Third Party Terms applicable to any such goods and services and, by instructing Xowli to acquire the goods or services on the User’s behalf, the User will be taken to have agreed to such Third Party Terms.

11. DISPUTES BETWEEN USERS
    • You should direct any complaint relating to another User to that User. Users must take all reasonable steps to resolve any dispute with another User with that User.
    • If any issue or problem relating to the App remains unresolved after directing a complaint to a relevant User, or if the complaint does not relate to another User, you must report it to Xowli via the App. We will assess the complaint and attempt to quickly and satisfactorily resolve it.
    • Any costs you incur in relation to a complaint or dispute will be your responsibility.
    • Xowli has the option to appoint an independent mediator or arbitrator if needed. The cost of any mediator or arbitrator must be shared equally between each of the parties to the dispute.
    • Xowli reserves the right to hold funds in relation to a dispute until the dispute is resolved by the relevant parties or by a mediator or arbitrator.
    • If you have a dispute with Xowli, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.
    • Notwithstanding any other provision of this clause 11, you or Xowli may at any time cancel your Account or discontinue your use of the App.

12. SECURITY

    Xowli does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with your use of the App. You should take your own precautions to ensure that the process you employ to access the App does not expose you to the risk of viruses, malicious computer code or other forms of interference.

13. DISCLAIMER
    • (App Only) Xowli is a medium that facilitates the introduction of Customers and Service Providers for the purposes of the Service Provider displaying services for sale to Customers. Xowli simply provides the logistics for this to occur and collects a commission of 12.5% on all Service Listings concluded via the App in consideration for providing this the Xowli Services and does not have any obligations or liabilities to, and is not a party to any contract between, Customers and Service Providers in relation to such services or otherwise resulting from the Xowli Services. The contract for sale is between Customers and Service Providers.
    • (Limitation of liability) To the maximum extent permitted by applicable law, Xowli excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the App or its use or any services provided by any Service Provider. This includes the transmission of any computer virus.
    • (Disclaimer) All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.
    • (Indemnity) You agree to indemnify Xowli and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from you or your representatives’:
      • breach of any term of this agreement;
      • use of the App; or
      • your provision or receipt of Xowli Services from another User.
    • (Consequential loss) To the maximum extent permitted by law, under no circumstances will Xowli be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or Service Provider arising under or in connection with the App, this agreement or their subject matter, or any services provided by any Service Provider (except to the extent this liability cannot be excluded under relevant consumer law).
    • To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
    • 18+ Service Listings – Specific Disclaimer:
      • By using the App to access 18+ Service Listings, you acknowledge and agree that Xowli merely acts as an intermediary platform facilitating the transactions between Service Providers and Customers and does not participate, direct, or control the content of the 18+ Service Listings or interactions between the Users. Xowli does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any content or communications posted or provided by Service Providers or Customers related to 18+ Service Listings. Xowli does not carry out any content moderation but may remove content which is illegal or otherwise unacceptable if it is notified of such content by a User.
      • You agree to waive any legal or equitable rights or remedies you have or may have against Xowli, and release Xowli, its officers, employees, agents, and successors from any and all claims, demands, liabilities, costs or expenses associated with your use of the 18+ Service Listings. You understand and agree that Xowli will not be liable for any damages, direct or indirect, incidental or consequential, arising out of your use of the App, your inability to use the App, or any transactions entered into through the App related to 18+ Service Listings.
      • You further acknowledge and agree that Xowli has no obligation to monitor or enforce any intellectual property rights that may be associated with the 18+ Service Listings, but Xowli has the right to enforce such rights at its sole discretion. You expressly accept this by entering into these terms and downloading the Xowli App.

14. CONFIDENTIALITY

    You agree that:

    • no information owned by Xowli, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and
    • all communications involving the details of other users on this App and of the Service Provider are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

15. PRIVACY

    You agree to be bound by the clauses outlined in Xowli’s Privacy Policy, which can be accessed here .

16. TERMINATION
    • Xowli reserves the right to terminate a User’s access to any or all of the App (including any listings, memberships or Accounts) at any time without notice, for any reason.
    • In the event that a User’s Account is terminated:
      • the User’s access to all posting tools on the App will be revoked;
      • the User will be unable to view the details of all other Users (including contact details, geographic details, any other personal details and Service Listings or requests); and
      • the User may be unable to view the details of other Service Providers (including contact details, geographic details and any other details), and all Service Listings previously posted by the respective User will also be removed from the App.
    • Users may terminate their Account, and any other membership they hold in connection with the App, at any time by using the App’s functionality, where such functionality is available. Where such functionality is not available, Xowli will effect such termination within a reasonable time after receiving written notice from the User.
    • Notwithstanding termination or expiry of your Account, this agreement, or any other membership you hold in connection with the App, the provisions of Part A and any other provision in this agreement which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

17. TAX

    You are responsible for the collection and remission of all taxes associated with the services you provide or receive or any transactions through your use of the App, and Xowli will not be held accountable in relation to any transactions between Customers and Service Providers where tax related misconduct has occurred.

18. RECORD / AUDIT

    To the extent permitted by law, Xowli reserves the right to keep all records of any and all transactions and communications made through this App between you and other Users (including conversations, user posts, job request bids, comments, feedback, cookies, and I.P. address information) for administration purposes and also holds the right to produce these records in the event of any legal dispute involving Xowli.

19. NOTICES
    • A notice or other communication to a party under this agreement must be:
      • in writing and in English; and
      • delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    • Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      • 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
      • when replied to by the other party, whichever is earlier.

20. GENERAL
    • GOVERNING LAW AND JURISDICTION

      Except to the extent required by applicable law or as expressly set out in this section, this agreement is governed by English law. You hereby agree to submit to the exclusive jurisdiction of the courts of England to resolve any dispute arising out of or in connection with this agreement,. Notwithstanding the foregoing, if you are a consumer Customer resident in the United Kingdom or European Economic Area, you hereby irrevocably submit to the governing law and the non-exclusive jurisdiction of the courts of your usual place of residence.

      If you are a consumer Customer usually resident in the European Economic Area, you may also use an online dispute resolution (ODR) platform to resolve the dispute with us. For more details, please visit https://webgate.ec.europa.eu/odr.

    • THIRD PARTY RIGHTS

      This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    • WAIVER

      No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    • SEVERANCE

      Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

    • JOINT AND SEVERAL LIABILITY

      An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

    • ASSIGNMENT

      A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

    • COSTS

      Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

    • ENTIRE AGREEMENT

      This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    • Consumer Rights

      Some countries do not authorise the exclusion of implied warranties or limitations on liability or statutory rights applicable to consumers. Therefore, the terms of this agreement are without prejudice to any consumer protection rights under local laws of the jurisdiction where you are usually resident and any incompatible provisions in this agreement will be deemed unwritten.

    • LANGUAGE

      If local consumer laws require the translation of this agreement and the App into the applicable local language, in the event of any conflict between the English version and the local language version (if provided), the local language version shall prevail. However, in all other cases where no such local language translation is required, the English version of these terms and conditions shall prevail and be binding on the parties.

20. INTERPRETATION
    • (singular and plural) words in the singular includes the plural (and vice versa);
    • (gender) words indicating a gender includes the corresponding words of any other gender;
    • (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
    • (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
    • (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
    • (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
    • (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
    • (headings) headings and words in bold type are for convenience only and do not affect interpretation;
    • (includes) the word “includes” and similar words in any form is not a word of limitation; and
    • (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

B. Customers

1. SERVICE LISTINGS AND FEES
   1. 1. 1. You acknowledge and agree that:
            1. if you respond to a Service Listing by purchasing a service offered in that Service Listing via our App, that will constitute your offer and intention to enter into a contract with the Service Provider;
            2. for each offer to purchase a service in a Service Listing on the App that is accepted by the relevant Service Provider, you will conclude the transaction via the App and Xowli may keep a Commission which will be calculated as a percentage of the Purchase Price; and
            3. any terms and conditions relating to services, Purchase Prices and Service Listings provided via the App are solely between you and the relevant Service Provider and do not involve Xowli in any way, except that such terms and conditions must not be inconsistent with your or the Service Provider's obligations under this agreement.
            4. 18+ Service Listings – Specific Obligations for Customers:

• As a Customer seeking to access 18+ services, you are obligated to adhere to the following specific requirements:
• Age Verification: You must be at least 18 years of age to access 18+ Service Listings. By accessing these services, you represent and warrant that you are of legal age to form a binding contract. Misrepresentation of your age is a breach of this agreement and may result in immediate termination of your account and potential legal action. Service Providers may use any means to verify your identity and compliance with this section.
• Compliance with Laws: You must comply with all applicable laws, regulations, and rules relating to the consumption of 18+ services. This includes, but is not limited to, laws regarding explicit content and age verification.
• Respect for Service Providers: You must respect the rights and dignity of Service Providers offering 18+ services. Any harassment, abuse, or inappropriate behavior towards Service Providers is strictly prohibited and may result in immediate termination of your account and potential legal action.
• Reporting: You are obligated to immediately report any suspected misuse of 18+ Service Listings, including but not limited to the involvement of minors or non-consensual activities, to Xowli.
• Failure to adhere to these obligations may result in immediate termination of your account, in addition to any other remedies available to under law.

2. PAYMENT
   1. 1. 1. (Payment obligations) Unless otherwise agreed in writing with the Service Provider, you must pay for all services specified in an accepted Service Listing prior to the Service Provider completing your order.
         2. (Card surcharges) Our Online Payment Partner may charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
         3. (Pricing errors) In the event that we discover an error or inaccuracy in any price at which your order was purchased via the App, we will attempt to contact you and inform you of this as soon as possible. Subject to agreement with the Service Provider, you will then have the option of purchasing the relevant services at the correct price, or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.
3. CANCELLATIONS
   1. 1. 1. Without prejudice to the general User terms, Xowli will have no liability or obligation to you if a Service Provider cancels a Service Listing after it has been agreed and you will not be entitled to any compensation from Xowli in relation to any such cancellation, including any portion of the Commission.
         2. If you wish to cancel the purchase of a service in an agreed Service Listing, before the Service Provider has performed it, you must contact the Service Provider. If Xowli decides to investigate your cancellation, you must provide assistance and information to Xowli as reasonably requested.
         3. If you cancel a purchase in an agreed Service Listing, whether the relevant Purchase Price paid by you is refundable will depend on the cancellation policy and refund policy of the relevant Service Provider without prejudice to the Xowli Cancellation Levy which is due as per the User terms above.
4. RATINGS AND REVIEWS
   1. 1. 1. Customers may rate a Service Listing (Rating) and/or may provide feedback to Service Providers regarding the services Customers received from them (Review).
         2. Customers’ Ratings and Reviews can be viewed by any User and will remain viewable until the relevant Service Provider Account and/or Service Listing is removed or terminated.
         3. Customers must only provide true, fair and accurate information in their Reviews.
         4. If we consider that a Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review and/or ban the relevant Customer from posting further Reviews. We do not undertake to review each Review made by Customers.
         5. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
         6. You may not publish Reviews of Service Providers to whom you have a personal or professional relationship (separately from the App).
         7. You may only write a Review about a Service Provider if you have had a buying or service experience with that Service Provider, which means that:
            1. you have purchased a service from that Service Provider via the App; or
            2. you have placed an order with the Service Provider via the App; or
            3. you can otherwise document your interaction with the Service Provider, including via correspondence or other interaction with the Service Provider via the App,

(collectively referred to as a Service Experience).

4. 1. 1. 8. You may only write about your own Service Experience. You are not permitted to write a Review about somebody else’s Service Experience, such as that of a family member or friend.
         9. You may not write a Review about a Service Provider you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Service Provider, or work for the Service Provider. Similarly, you may not write a Review about a direct competitor to the Service Provider you own, are employed by or work for.
         10. Your Service Experience must have occurred within the last 12 months when you submit a Review.
         11. You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Service Provider to write a Review, you should include information about this in your Review. Incentives include the Service Provider offering you a gift, reward, discount or advantage for writing a Review about the Service Provider.
5. LINKED BUSINESSES

You acknowledge and agree that:

1. 1. 1. 1. the App provides links and introductions to Service Providers owned and operated by third parties that are not under the control of Xowli;
         2. the provision by Xowli of introductions to Service Providers does not imply any endorsement or recommendation by Xowli of any Service Provider;
         3. Xowli does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of any Service Provider who uses or is listed on the App;
         4. The Service Provider (and not Xowli) is solely liable for compliance with consumer laws related to your online purchase; and
         5. any terms and conditions relating to a Service Listing or quote provided via the App constitute a contract between you and the Service Provider once agreed in accordance with clause 1 and do not involve Xowli in any way.
2. COMMUNICATION OUTSIDE THE MARKETPLACE
   1. 1. 1. You must not communicate with a Service Provider, or request or entice a Service Provider to communicate with you, outside the App (except in the course of arranging receipt of the service as purchased in a Service Listing).
         2. Xowli, in its absolute discretion, may cancel your Account and suspend you from using the App if it finds or suspects that you have breached or are in breach of this clause 6.

3. Service Providers

1. ELIGIBILITY AND QUALIFICATIONS
   1. 1. 1. You must verify that any Customer is over 18 years old or has their parent or guardian’s consent to use the App.
         2. If in any of your Service Listings or anywhere on your Account you hold yourself out to possess certain qualifications (Qualifications), you warrant to Xowli that you do hold such Qualifications and if requested, will promptly provide Xowli with evidence of the Qualifications.
2. SERVICE LISTINGS

You acknowledge and agree that:

1. 1. 1. 1. you must use your best endeavours to provide as much information as possible in any listing you submit to the App in which you offer to sell various types of services including general services and 18+ services as further described on https://xowli.com (Service Listing);
         2. Xowli may choose not to accept any Service Listing you submit to the App, and Xowli may limit the number of Service Listings you can submit to the App;
         3. any information you supply in a Service Listings must be true and accurate;
         4. you must take all reasonable steps to complete the services as described in every Service Listing that is accepted by a Customer, including by not cancelling any part of such a Service Listing;
         5. you must deal with any dispute with a Customer in accordance with clause of Part A;
         6. any additional terms and conditions relating to a Service Listing, or a quote provided via the App, are solely between you and the relevant Customer and do not involve Xowli in any way, except that they must not be inconsistent with your or the Customer’s obligations under this agreement; and
         7. Xowli will have no responsibility for the accuracy, reliability or timeliness of any Customer’s response to a Service Listing.
         8. 18+ Service Listings – Specific Obligations for Service Providers:

As a Service Provider offering 18+ services, you are obligated to adhere to the following specific requirements:

• Confirmation of User Age: You must take all necessary steps to confirm that any User engaging with your 18+ Service Listings is at least 18 years of age. This includes, but is not limited to, requesting proof of age if there is reasonable doubt about a User's age.
• Compliance with Laws: You must comply with all applicable laws, regulations, and rules relating to the provision of 18+ services. This includes, but is not limited to, laws regarding explicit content, adult services, and age verification.
• Content Restrictions: Any content related to your 18+ Service Listings must not involve minors, must not depict non-consensual activities, and must not include content that is illegal, violent, or otherwise against applicable law or this agreement.
• Reporting: You are obligated to immediately report any suspected misuse of your 18+ Service Listings by Users who are potentially under the age of 18 to Xowli.
• Failure to adhere to these obligations may result in immediate termination of your account, removal of your Service Listings, and potential legal action, in addition to any other remedies available to Xowli under law.

3. Fulfilment of purchases
   1. 1. 1. You must ensure that all services specified in a Service Listing that is accepted by a Customer are provided: 
            1. in accordance with all applicable laws, regulations, tax obligations and industry standards;
            2. with due care and skill and in a professional, punctual and diligent manner using competent service providers (such as shipping and delivery providers) and ensuring all services are appropriately packed for shipment;
            3. that you own and have the right to sell the services in a Service Listing; and
            4. in accordance with all timeframes set out in the Service Listing.
         2. You acknowledge and agree that a Customer may review any Service Listing on the App in accordance with clause 4 of Part C of this agreement.
         3. If a Customer requests to reschedule the delivery time for the service delivery listed in a Service Listing, you may choose to accept or reject such a request.
4. FEES
   1. 1. 1. Viewing the App and posting a Service Listing is free.
         2. You will be required to quote the cost of the service in each Service Listing to a Customer (Purchase Price). We may charge a Commission, being a percentage of the Purchase Price being 12.5% (Commission) for each Service Listing that is accepted by a Customer. The Commission, where applicable, will be notified to you by us.
         3. When a Customer accepts a Service Listing, they will be prompted to pay the Purchase Price, plus the Commission (together, the ‘Service Listing Fee’).
         4. The balance of the Service Listing Fee minus the Commission (Your Fee) will be held in your Online Payment Partner account, by the Online Payment Partner, and transferred to your nominated bank account in accordance with the Online Payment Partner’s terms and conditions.
         5. You:
            1. appoint the Online Payment Partner as your limited collection agent solely for the purpose of accepting payments from the Customer;
            2. agree that payments made by Users to the Online Payment Partner (acting as your collection agent) will be considered the same as payments made directly to you; and
            3. agree that all payments to your nominated bank accounts will be made in accordance with the timing specified by the Online Payment Partner, which may vary depending on your geographic location. The Online Payment Partner’s current payment terms are available here: https://stripe.com/docs/payouts and https://www.paypal.com/us/legalhub/pp-mktplace-pspsa.
         6. Xowli reserves the right to change or waive the Commission at any time by updating this agreement, on written notice to you. We will provide you with at least 14 days’ written notice if this occurs, and upon receipt of such notice you will have the right to terminate this agreement immediately, on written notice to us. Your continued use of the Xowli Services after you receive such written notice will constitute your consent to the change and/or waiver set out in that notice.
         7. You acknowledge and agree that, unless applicable laws or regulations require otherwise, taxes (including VAT) will be calculated and charged on the Purchase Price and we will calculate the Commission on an amount equal to the Purchase Price plus any taxes applicable to the Purchase Price.
5. REFUNDS & CANCELLATIONS
   1. 1. 1. Without limiting or otherwise affecting the terms of this agreement, if you wish to cancel a service set out in an accepted Service Listing, before you have completed the transaction and shipped the service, you must contact us using the App’s functionality, including by providing details as to why you are cancelling. If Xowli decides to investigate your request, you must provide assistance and information to Xowli as reasonably requested.
         2. You must ensure that your cancellation policy and refund policy in relation to you or Customers cancelling an accepted Service Listing is in compliance with all applicable laws.
         3. Service Providers are required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to give Customers a 14-day cooling off period and:
            1. It is the Service Provider's responsibility to meet its statutory obligations under any applicable consumer laws or regulations; and
            2. You indemnify Xowli for any loss suffered by or claim made against Xowli by a Customer for a breach of consumer law.
         4. If we accept your request to cancel a purchase set out in an accepted Service Listing, we may take one or more of the following actions:
            1. cancel your Account and/or any membership you hold in connection with the App;
            2. refund the Purchase Price to the relevant Customer; and
            3. if we refund the Purchase Price, require you to pay all or part of the Purchase Price to us, and issue you with an invoice for that amount.
         5. The Commission is by default non-refundable for change of mind. However, Xowli may, in its absolute discretion, issue refunds of the Commission in certain circumstances.
         6. You agree to honour and comply with the process set out in this clause 6 in the event of a pricing error in a Service Listing.
6. BYPASSING
   1. 1. 1. You agree that while you are a Service Provider on the Xowli App and for a period of twelve months after closure of your account, regardless of the reason that your Account was suspended or cancelled, you will not, either directly or indirectly, solicit or attempt to solicit any business, work, income or other benefit, from any Customer whom you came to know about, or with whom you provided goods to directly or indirectly, by using the App. This provision will apply whether or not the Customer or their representative is still active on the App.
         2. Xowli may, in its absolute discretion, cancel your Account and suspend you from using the App if it finds or suspects that you have breached or are in breach of this clause 6.
7. BINDING CONTRACT

You agree that when a Customer submits an enquiry or proceeds to purchase a service in response to your Service Listing, this constitutes their intention and offer to enter into a contract with you, where you will provide the Customer with the service as specified in the relevant Service Listing, in exchange for payment of the relevant Purchase Price. A contract is formed in this respect (between you and the Customer) when you respond to an email or message on the App confirming that you accept the Customer’s offer.

8. WARRANTIES

By listing yourself as a Service Provider on the App, posting a Service Listing you represent and warrant that:

1. 1. 1. 1. you are able to fulfil the requirements of the sale of the service specified in the Service Listing;
         2. you will provide the service to each Customer:
            1. in compliance with all applicable laws (including consumer laws); and
            2. the terms of the Service Listing.

9. data Processing

Unless otherwise expressly stated in this agreement, the Service Provider’s obligations and Xowli’s rights and remedies under this clause 9 of Part C are cumulative with, and additional to, any other provisions of this Agreement.

1. 1. Use of Customer Personal Data
      1. 1. Xowli will be the controller of all Customer Personal Data that is submitted by a Customer through the App, including Customer Personal Data and any personal data in respect of the Service Provider.
         2. The Service Provider will be the processor of this Customer Personal Data when it processes this personal data as per the instructions of Xowli under these terms. The Service Provider shall process the Customer Personal Data only in accordance with this clause 9 of Part C and applicable laws, including the Data Protection Legislation and only to perform the Service Provider’s obligations under this Agreement or as necessary for legal compliance. The Service Provider shall not:
            1. transmit Customer Personal Data to any third-party except for the strict purposes of performing its obligations under this agreement and the contract for purchase of Xowli Services with the Customer and shloud inform Xowli about it;
            2. permit disclosures of the Customer Personal Data to any third party SAVE for staff, sub-contractors and sub-processors in order to perform the contract with the Customer who are bound by obligations of confidentiality and data protection similar to those contained herein (for the avoidance of doubt, Service Provider shall remain fully responsible and liable for the acts and omissions of all its discloses as if they were its own acts and omissions);
            3. use Customer Personal Data to send marketing materials to or contact any person except for purposes of performing under this agreement; or
            4. solicit additional information from a Customer or related individual.
   2. Compliance with Data Protection Laws

The parties agree that Xowli is a Controller and that the Service Provider is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Service Provider shall, and shall ensure the Sub-Processors and each of the Service Provider Personnel shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the services to Customers and shall not by any act or omission cause Xowli (or any other person) to be in breach of any of the Data Protection Laws. Nothing in this Agreement relieves the Service Provider of any responsibilities or liabilities under Data Protection Laws.

9. 3. Service Provider indemnity
      1. 1. The Service Provider shall indemnify and keep indemnified Xowli against, except where the actions or behaviour of the Customers are in breach of the terms of use of the App or where Xowli is found to be in breach of its obligations under this Agreement:
         2. all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Service Provider of its obligations under this Schedule; and
         3. all amounts paid or payable by Xowli to a third party which would not have been paid or payable if the Service Provider’s breach of this Schedule had not occurred.
   4. Instructions

The Service Provider shall only process (and shall ensure Service Provider personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule, this Agreement and Xowli’s written instructions from time to time (including with regard to any transfer to which paragraph 9 relates) except where otherwise required by applicable law (and in such a case shall inform Xowli of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Service Provider shall immediately inform Xowli if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. The Service Provider shall retain records of all instructions relating to the Protected Data received from Xowli.

9. 5. Security
      1. 1. The Service Provider shall, at all times, implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Section 2 of Part B of this Schedule and shall reflect the nature of the Protected Data.
         2. Except as agreed by the parties by way of a binding variation of this Agreement, the Service Provider may not make any change to the security measures it applies to the Protected Data from time to time to the extent any such change would conflict with the provisions of this Agreement.
   6. Sub-processing and personnel
      1. 1. The Service Provider shall not permit any processing of Protected Data by any agent, sub-contractor or other third party (except its own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that Sub-Processor by Xowli that takes effect by way of a binding variation to this Agreement and only then subject to such conditions as Xowli may require.
         2. The Service Provider shall ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the services.
         3. The Service Provider shall, prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this Schedule in respect of Protected Data that (without prejudice to, or limitation of, the above):
            1. includes providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of the Protected Data will meet the requirements of all Data Protection Laws; and
            2. is enforceable by the Service Provider,

and ensure each such Sub-Processor complies with all such obligations.

9. 6. 1. 4. The Service Provider shall remain fully liable to Xowli under this Agreement for all the acts and omissions of each Sub-Processor and each of the Service Provider Personnel as if they were its own.
         5. The Service Provider shall ensure that all persons authorised by the Service Provider or any Sub-Processor to process Protected Data are reliable, have verified the age, status and qualification of all Customers, and:
            1. adequately trained on compliance with this Schedule as applicable to the processing;
            2. informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;
            3. subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and
            4. provide relevant details and a copy of each agreement with a Sub-Processor to Xowli on request.
   7. Assistance
      1. 4. The Service Provider shall (at its own cost and expense) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as Xowli may require in relation to the fulfilment of Xowli’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws).
         5. The Service Provider shall (at its own cost and expense) promptly provide such information, co-operation and other assistance to Xowli as Xowli requires (taking into account the nature of processing and the information available to the Service Provider) to ensure compliance with Xowli’s obligations under Data Protection Laws, including with respect to:
            1. security of processing (including with any review of security measures);
            2. data protection impact assessments (as such term is defined in Data Protection Laws);
            3. prior consultation with a Data Protection Supervisory Authority regarding high risk processing; and
            4. any remedial action and/or notifications in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to this Agreement, including (subject in each case to Xowli’s prior written authorisation) regarding any notification of the Personal Data Breach to Data Protection Supervisory Authorities and/or communication to any affected Data Subjects.
   8. Data Subject requests

The Service Provider shall (at no cost to Xowli) record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to Xowli which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and shall not respond to any without Xowli’s express written approval and strictly in accordance with Xowli’s instructions unless and to the extent required by applicable law.

9. 9. International transfers

The Service Provider shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or EEA or to any International Organisation without the prior written authorisation of Xowli (which may be refused or granted subject to such conditions as Xowli deems necessary).

9. 10. Records

The Service Provider shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of Xowli. Such records shall include all information necessary to demonstrate its and Xowli’s compliance with this Schedule, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as Xowli may reasonably require from time to time. The Service Provider shall make copies of such records available to Xowli promptly (and in any event within a reasonable timeframe on request from time to time.

9. 11. Audit

The Service Provider shall (and shall ensure all Sub-Processors shall) promptly make available to Xowli (at the Service Provider’s cost) such information as is reasonably required to demonstrate the Service Provider’s and Xowli’s compliance with their respective obligations under this Schedule and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by Xowli (or another auditor mandated by Xowli) for this purpose at Xowli’s request from time to time. The Service Provider shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.

9. 12. Breach
       1. 1. The Service Provider shall promptly (and in any event within 24 hours) notify Xowli if it (or any of the Sub-Processors or the Service Provider Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.
          2. The Service Provider shall promptly (and in any event within 24 hours) provide all information as Xowli requires to report the circumstances referred to in paragraph (a) (above) to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
   13. Deletion/return
       1. 1. Subject to paragraph (b), the Service Provider shall (and shall ensure that each of the Sub-Processors and Service Provider Personnel shall) within not less than two days and not more than four days of the relevant Processing End Date securely delete the Protected Data (and all copies) except to the extent that storage of any such data is required by applicable law (and, if so, the Service Provider shall inform Xowli of any such requirement and shall securely delete such data as soon as it is permitted to do so under applicable law).
          2. The Service Provider shall (and shall ensure that each of the Sub-Processors and Service Provider Personnel shall) promptly comply with any requests from time to time from Xowli for the secure return or transfer to Xowli of any Protected Data in such form and by such manner as Xowli reasonably requests, provided such request is received within two days of the relevant Processing End Date.
          3. Within two days of the date for performance of any obligation under paragraph (a), the Service Provider shall notify Xowli in writing: 
             1. with confirmation of the extent to which it has complied with all obligations under paragraph (a) to delete Protected Data;
             2. if applicable, of the full details of any failure to comply with any obligation under paragraph (a) (in which case the Service Provider shall notify Xowli immediately once this has been corrected); and 
             3. if applicable, of the full details of any Protected Data that continues to be stored as required by applicable law (together with confirmation of the relevant law(s)).
   14. Survival

This clause 9 of Part C shall survive termination or expiry of this Agreement for any reason.

9. 15. Cost

The Service Provider shall perform all its obligations under this clause 9 of Part C at no cost to Xowli.

9. 16. Rights of Data Subjects

Nothing in these terms agreement affects the rights of Data Subjects under Data Protection Laws (including those in Articles 79 and 82 of the GDPR or in any similar Data Protection Laws) against Xowli, the Service Provider or any Sub-Processor.

9. 17. DEFINITIONS

In this clause: