Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and XYX Holdings Pty Ltd (ABN: XXX XXX XXX XXX) ("XYX Holdings," "we," "our," or "us") regarding your use of our services.

1.1 Agreement Formation

By engaging our services, accessing our website, or executing a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

1.2 Authority

You represent and warrant that you have the legal authority to enter into this agreement on behalf of yourself or the entity you represent, and that you are at least 18 years of age.

1.3 Updates to Terms

We reserve the right to modify these Terms at any time. Updated Terms will be posted on our website with the revision date. Continued use of our services after changes constitutes acceptance of the modified Terms.

2. Definitions

3. Services Description

XYX Holdings provides comprehensive cross-border trade services between Australia and China, including:

4. Client Obligations

Clients agree to the following obligations:

5. Fees and Payment

5.1 Service Fees

Fees for Services are as specified in the applicable service agreement or quote. Fees may include:

• Service charges and management fees
• Third-party costs (shipping, platform fees, customs duties)
• Transaction-based fees or commission structures
• Additional charges for premium or expedited services

5.2 Payment Terms

5.3 Late Payment

Late payments may incur interest charges at the rate of 1.5% per month. We reserve the right to suspend services for overdue accounts exceeding 60 days.

5.4 Expenses and Third-Party Costs

Clients are responsible for all third-party costs including but not limited to shipping, customs duties, platform fees, advertising costs, and regulatory fees. Such costs will be passed through at cost or as specified in the service agreement.

6. Intellectual Property

6.1 Client IP Rights

Clients retain all rights, title, and interest in their intellectual property, including trademarks, copyrights, trade secrets, and proprietary information. We do not acquire ownership rights in Client Materials.

6.2 License to XYX Holdings

Clients grant XYX Holdings a non-exclusive, non-transferable license to use Client Materials solely for providing Services, including:

• Using trademarks and branding for marketing and sales activities
• Reproducing product information for e-commerce listings
• Creating marketing materials and promotional content
• Sharing information with authorized third-party providers

6.3 XYX Holdings IP Rights

XYX Holdings retains all rights in our proprietary systems, processes, methodologies, reports, and know-how developed independently or in the course of providing Services.

6.4 Infringement

Clients agree to defend, indemnify, and hold harmless XYX Holdings from any claims alleging infringement of third-party intellectual property rights arising from Client Materials or instructions.

7. Confidentiality

7.1 Mutual Obligations

Both parties agree to maintain the confidentiality of Confidential Information disclosed during the business relationship and to use such information solely for the purpose of performing under these Terms.

7.2 Permitted Disclosures

Confidential Information may be disclosed:

• To employees and contractors with a legitimate need to know
• To authorized third-party service providers under confidentiality obligations
• As required by law, regulation, or court order
• With prior written consent of the disclosing party

7.3 Duration

Confidentiality obligations survive termination of these Terms for a period of five (5) years, except for trade secrets which remain confidential indefinitely.

8. Liability and Warranties

8.1 Service Warranties

XYX Holdings warrants that Services will be performed with reasonable care and skill in accordance with industry standards. We will remedy any material non-conformance at no additional cost when promptly notified.

8.2 Disclaimer of Warranties

Except as expressly stated, Services are provided "as is" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.3 Limitation of Liability

8.4 Indemnification

Each party agrees to indemnify the other for third-party claims arising from:

• Breach of these Terms
• Negligent or willful misconduct
• Violation of applicable laws
• Infringement of intellectual property rights

9. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to:

• Natural disasters, pandemics, or public health emergencies
• Acts of government, war, terrorism, or civil unrest
• Labor strikes, lockouts, or transportation disruptions
• Internet outages, cyber attacks, or technology failures
• Changes in laws, regulations, or trade policies
• Supplier failures or supply chain disruptions

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If force majeure conditions persist for more than 90 days, either party may terminate the affected services with written notice.

10. Compliance and Regulations

10.1 Regulatory Compliance

Both parties agree to comply with all applicable laws and regulations, including:

• Australian trade and import/export regulations
• Chinese customs and commerce regulations
• International trade sanctions and restrictions
• Product safety and labeling requirements
• Anti-corruption and anti-bribery laws
• Data protection and privacy regulations

10.2 Export Controls

Clients warrant that their products and services comply with applicable export control laws and regulations. XYX Holdings reserves the right to refuse services for products subject to export restrictions.

10.3 Sanctions Compliance

We maintain strict policies regarding international sanctions and will not provide services that violate applicable sanctions regimes, including those administered by Australia, the United States, European Union, or United Nations.

11. Termination

11.1 Termination for Convenience

Either party may terminate these Terms or specific services with 30 days written notice. Termination does not relieve parties of obligations accrued prior to termination.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent, bankrupt, or subject to insolvency proceedings
• Engages in fraudulent, illegal, or unethical conduct
• Violates applicable laws or regulations

11.3 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party shall return or destroy Confidential Information
• Licenses granted under these Terms shall terminate
• Provisions regarding liability, indemnification, and confidentiality survive

12. Dispute Resolution

12.1 Negotiation

Parties agree to first attempt to resolve disputes through good faith negotiations. Senior executives from each party shall meet within 30 days of a written dispute notice to attempt resolution.

12.2 Mediation

If negotiation fails, disputes shall be submitted to mediation administered by the Australian Commercial Disputes Centre (ACDC) or similar organization in Melbourne, Australia.

12.3 Arbitration

Disputes not resolved through mediation shall be finally resolved by binding arbitration under the ACDC Arbitration Rules. The arbitration shall be conducted in Melbourne, Australia, in English, by a single arbitrator mutually agreed upon by the parties.

12.4 Exceptions

Nothing in this section prevents either party from seeking injunctive relief or other equitable remedies in court for breaches involving intellectual property, confidentiality, or other urgent matters.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia, except for arbitration proceedings as specified above.

13.1 International Considerations

Where services involve cross-border transactions, parties acknowledge that additional laws and regulations of relevant jurisdictions may apply, including Chinese commercial and customs laws for transactions involving China.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any executed service agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

14.2 Amendment

These Terms may only be amended by written agreement signed by authorized representatives of both parties, except for updates to general terms posted on our website as provided in Section 1.3.

14.3 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that XYX Holdings may assign to affiliates or in connection with a merger, acquisition, or sale of assets.

14.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely approximates the intent of the original.

14.5 Waiver

No waiver of any provision shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other breach.

14.6 Notices

All notices required under these Terms shall be in writing and delivered to the addresses specified in the service agreement or as updated by written notice. Email delivery to designated representatives is acceptable for routine communications.

14.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

14.8 Contact Information

For legal notices and correspondence regarding these Terms: