B04 — Marketplace Terms
| Field | Value |
| Document ID | B04 |
| Version | 0.1.0 |
| Status | Draft for UK legal review |
| Classification | Public |
| Document owner | Legal / Compliance |
| Effective date | [Effective Date] |
| Review date | [Effective Date] + 12 months |
| Related documents | B01, B03, B05, B08, C01, C03, C05, C06, C07, C08 |
Xila Ltd — Marketplace Terms
Version 0.1.0 — Draft for UK legal review
Effective date: [Effective Date]
These Marketplace Terms ("Marketplace Terms") supplement the Terms of Service (B01) and apply when you use Marketplace Features on Xila to discover, list, enquire about, offer, purchase, book or otherwise interact in connection with products, services or other offerings made available by Users.
Contact: support@xila.com · Website: https://www.xila.com
1. Scope and relationship with other terms
1.1 Marketplace Features include tools for publishing Listings, searching and browsing offers, messaging between Users, checkout or payment facilitation, order status, reviews and related functionality, as made available on the Platform from time to time.
1.2 These Marketplace Terms apply to Buyers and to Sellers or Service Providers. If you list or supply through the Platform, the Seller and Service Provider Terms (B05) also apply.
1.3 Capitalised terms have the meanings given in the Terms of Service (B01) unless defined in these Marketplace Terms.
1.4 If these Marketplace Terms conflict with the Terms of Service on a Marketplace-specific subject matter, these Marketplace Terms prevail for that subject matter only, to the extent lawful.
1.5 Payments, subscriptions and Platform Fees are governed by the Subscription and Payment Terms (B03). AI-assisted marketplace tools are also governed by the AI Services Terms (B08).
2. Xila's role as technology intermediary
2.1 Unless we expressly state otherwise in writing for a specific transaction or offering, Xila provides technology and infrastructure to help Users discover one another and complete transactions. Xila is not a party to contracts between Users for the underlying goods or services.
2.2 A contract for purchase, supply, booking or hire is formed directly between the relevant Users (for example, between a Buyer and a Seller), when they agree terms through the Platform or otherwise, subject to applicable law.
2.3 Xila does not guarantee that any Listing is accurate, lawful, available, safe or suitable. We do not guarantee that a User will complete a transaction, honour an offer, or perform as described.
2.4 Xila is not the merchant of record, seller, importer, distributor or supplier of goods or services listed by Users, unless we clearly identify ourselves as such for a specific offering.
2.5 We may provide tools to help Users communicate, document orders or resolve issues, but we do not guarantee dispute outcomes and are not obliged to adjudicate private contractual disputes between Users.
3. Eligibility and account requirements
3.1 You must have an Account and meet the eligibility requirements in the Terms of Service, including the minimum age of 18.
3.2 We may require additional verification before you can list, purchase, receive payouts or use certain Marketplace Features. Verification may be carried out by us and/or by a Payment Provider.
3.3 Business Users must comply with the Business Account Terms (B02) where applicable.
4. Listings, enquiries and transactions
4.1 Listings. Sellers and Service Providers are responsible for creating accurate, lawful and complete Listings, including price, description, availability, delivery or performance terms, taxes, restrictions and any material conditions.
4.2 Enquiries and offers. Users may communicate through Platform messaging or other enabled channels. Users are responsible for the terms they agree with one another.
4.3 Orders and checkout. Where checkout is enabled, the Platform may display order details, applicable Platform Fees and taxes before you confirm a purchase. By confirming, you authorise the applicable charge through the Payment Provider, subject to the Payment Provider's terms.
4.4 Consumer information. Where required by law, Sellers supplying to Consumers must provide pre-contract information required by the Consumer Contracts Regulations 2013 and other applicable rules, whether through Listing fields, checkout flows or direct communication.
4.5 Statutory rights. Nothing in these Marketplace Terms affects mandatory Consumer rights under the Consumer Rights Act 2015 or other applicable law in respect of contracts between Users.
5. Payments and payouts
5.1 Marketplace payments are processed by regulated third-party Payment Providers (such as Stripe). You may also be subject to the Payment Provider's terms.
5.2 Xila does not operate a payment institution, e-money issuer, unregulated wallet or escrow service under these Marketplace Terms. Xila does not hold customer funds as a bank or custodian.
5.3 Platform Fees (including commissions, listing fees, boosts or subscriptions) will be disclosed at the point of purchase or before you confirm a chargeable action, where practicable.
5.4 Sellers and Service Providers may need to complete Payment Provider onboarding, including identity, anti-fraud and payout checks, before receiving settlement.
5.5 We may delay, reverse, withhold or facilitate refunds of payments where permitted by Payment Provider rules, these Terms, fraud controls, dispute processes or law. This does not make Xila a party to the underlying contract.
6. Cancellations, refunds and returns
6.1 Between Users. Rights to cancel, return goods, reject services or obtain refunds arise under the contract between the relevant Users and applicable law. Sellers and Buyers must comply with their legal obligations, including Consumer cancellation rights for distance contracts where applicable.
6.2 Platform Fees. Refunds of Platform Fees charged by Xila are governed by the Subscription and Payment Terms (B03) and what is shown at the point of purchase.
6.3 Chargebacks. Payment disputes and chargebacks may be handled under Payment Provider rules. We may suspend or restrict Accounts involved in abusive or fraudulent payment activity.
6.4 Xila may provide messaging or status tools to assist Users, but Users remain responsible for resolving contractual refund and return issues between themselves, except where law imposes obligations on Xila.
7. Prohibited and restricted listings and conduct
7.1 You must comply with the Acceptable Use Policy (C03), Community Standards (C04) and applicable law.
7.2 Without limitation, you must not list, offer, purchase or facilitate:
(a) illegal goods, services or content;
(b) counterfeit, stolen or infringing products;
(c) weapons, controlled drugs or other items prohibited by law or Platform policy;
(d) fraudulent, deceptive or misleading offers;
(e) goods or services that require licences, authorisations or registrations you do not hold;
(f) items or services that violate product safety, food safety, medical device, financial services or other regulatory requirements;
(g) offers that unlawfully discriminate or harass.
7.3 We may remove, restrict or decline Listings, transactions or Accounts that violate these Marketplace Terms, other policies or law, or that create risk to Users or Xila.
7.4 To report Illegal Content or safety concerns, see the Online Safety and Content Reporting Policy (C05).
8. Reviews and ratings
8.1 Where reviews are enabled, they are governed by the Reviews and Ratings Policy (C08).
8.2 Reviews must be honest, based on genuine experience where required by policy, and must not be manipulated, incentivised in breach of policy, or used for harassment or extortion.
8.3 We may remove or moderate reviews that violate policy or law. Appeals are handled under the Content Moderation and Appeals Policy (C06).
9. Intellectual property and content
9.1 Users retain ownership of their Content, subject to licences in the Terms of Service.
9.2 You must not list or sell items that infringe copyright, trade marks or other intellectual property rights. Copyright complaints are handled under the Copyright and Intellectual Property Policy (C07).
9.3 If you use images, descriptions or materials supplied by third parties in Listings, you must have the rights to use them.
10. Taxes, invoicing and regulatory compliance
10.1 Sellers and Service Providers are responsible for determining and complying with taxes, duties, invoicing, product labelling, licensing, consumer law, sector-specific regulation and record-keeping arising from their Listings and supplies, except where law imposes obligations on Xila.
10.2 Buyers are responsible for import duties, use taxes and other charges applicable to their purchases, unless the Seller clearly includes them in the offer and law requires otherwise.
10.3 Xila may collect and remit taxes where we are legally required to do so for Platform Fees or specified transactions.
11. Safety, product compliance and due diligence
11.1 Sellers and Service Providers are responsible for the safety, quality, legality and fitness of what they offer, including recalls, warnings, age restrictions and instructions for safe use.
11.2 Buyers should exercise appropriate caution, especially for second-hand goods, remote sellers, high-value items and services requiring professional qualifications.
11.3 Xila does not conduct exhaustive pre-vetting of every Listing or User. We may operate risk controls, reporting tools and verification steps described on the Platform or in internal standards.
12. Disputes between Users
12.1 If a dispute arises between Users about a Listing, order, payment or performance, the Users should attempt to resolve it directly in the first instance.
12.2 Xila may, but is not obliged to, provide communication channels, templates or limited administrative assistance. Any assistance is without prejudice to our rights under the Terms and does not make Xila an arbitrator, mediator or guarantor.
12.3 Users may have rights to pursue remedies against one another in court or through applicable alternative dispute resolution routes. Consumers retain mandatory protections of applicable law.
12.4 We may share information with Payment Providers or law enforcement where permitted by law, policy and provider rules.
13. Suspension, removal and enforcement
13.1 We may suspend or terminate access to Marketplace Features, remove Listings, cancel pending transactions, restrict payouts or close Accounts where we reasonably believe there is breach, fraud risk, legal requirement, or threat to Users or Xila.
13.2 We will provide notice where appropriate and legally required, unless notice would create legal, security or safety risk.
13.3 Appeals against moderation decisions are handled under the Content Moderation and Appeals Policy (C06).
14. Liability and disclaimers
14.1 Marketplace Features are provided on an "as is" and "as available" basis, to the fullest extent permitted by law.
14.2 Liability of Xila to you in connection with Marketplace Features is governed by the Terms of Service, including separate Consumer and Business User regimes. Nothing in these Marketplace Terms excludes liability that cannot be excluded by law.
14.3 Xila is not responsible for acts or omissions of Users, Payment Providers or other third parties, except to the extent required by law or expressly agreed in writing.
15. Changes and contact
15.1 We may update these Marketplace Terms in accordance with the change provisions in the Terms of Service.
15.2 Marketplace support: support@xila.com
Complaints: see Complaints Policy (C13).
Change history
| Version | Date | Summary |
| 0.1.0 | 2026-07-15 | Initial Marketplace Terms draft for UK legal review |