XOS Founding Member Subscription Agreement

This Agreement is dated [the date the Subscriber clicks "Subscribe — Founding Member" or otherwise accepts these terms] and is made between:

1. Keane International Legal Consultancy LLP, a limited liability partnership incorporated in England and Wales with Companies House number OC454287, whose registered office is at 128 City Road, London EC1V 2NX, United Kingdom ("KILC"); and
2. the natural person, business, or institution who completes the XOS subscription sign-up at kilc.co.uk/xos (or successor URL) and pays the subscription fee for the elected Subscription Tier (the "Subscriber"),

each a "Party" and together the "Parties".

Acceptance. The Subscriber accepts this Agreement (a) by ticking the "I agree to the Terms of Service" checkbox at signup, (b) by completing payment of the first subscription fee through Stripe, or (c) by signing in to the R2 Template Library at kilc.co.uk/xos, the advisory call, or any other Founding Member deliverable provided under this Agreement, whichever occurs first.

(A) KILC operates XOS, a cross-border compliance information platform for legal and investment professionals working between the People's Republic of China and the United Kingdom. The public surface of XOS is hosted at kilc.co.uk/xos; the forthcoming SaaS application will be hosted at platform.kilc.co.uk.

(B) Until the full SaaS platform launches (the "Founding Member Period"), the platform's deliverables are operationally administered by KILC by email, the R2 Template Library (as defined in clause 1), and (for Professional-tier Subscribers) scheduled video advisory call.

(C) The Subscriber wishes to subscribe to the XOS Founding Member offering at one of the published tiers (Starter, Professional, or Institutional), and KILC is willing to grant the Subscriber the rights and deliverables described in this Agreement.

(D) The Parties have agreed that this Agreement is published in both English and Simplified Chinese, and that the English version shall be the prevailing and definitive version, as more fully set out in clause 19.3.

2.1 Status of KILC. KILC is a UK-registered cross-border compliance consultancy and is not a law firm regulated by the Solicitors Regulation Authority (SRA) of England and Wales or any equivalent body. The Services do not include legal representation.

2.2 Nature of the deliverables. Material delivered under the Services — including the regulatory bulletin, the Templates, advisory calls (where included in the Subscriber's tier), and the support channel — is professional compliance information and process guidance. It does not constitute legal, tax, or regulatory advice on any specific matter, and does not establish a solicitor-client relationship with KILC or any KILC personnel.

2.3 KILC's professional capability and access to regulated legal services. KILC employs legally qualified professionals who, under the Services, provide compliance and regulatory advisory services. KILC does not undertake reserved legal activities as defined in section 12 of the Legal Services Act 2007 (which include the exercise of a right of audience, the conduct of litigation, reserved instrument activities, probate activities, notarial activities, and the administration of oaths). Where a matter requires the involvement of a regulated legal professional, KILC is able to identify, recommend, and work collaboratively on behalf of Subscribers with specialist solicitors and barristers who are authorised by the Solicitors Regulation Authority (SRA) or the Bar Standards Board (BSB). This ensures that Subscribers receive fully regulated legal representation where required, while benefiting from KILC's strategic, operational and cross-border expertise.

3.1 The Subscription Tier elected by the Subscriber at sign-up determines the Services delivered, the Subscription Fee, and the rate locked under clause 4.3.

3.2 The Tiers and their headline rates as at the date of this template are:

Rates are those published at kilc.co.uk/xos as at the Effective Date. KILC may revise rates with not less than 30 days' notice; revisions do not apply retrospectively to Subscribers whose Founding Member Rate is locked under clause 4.3.

3.3 A complete description of the Services delivered at each Tier is set out in clause 5 of this Agreement and at kilc.co.uk/xos under "Founding Member" pricing. To the extent of any inconsistency between this Agreement and the public marketing copy, this Agreement prevails (subject to the prevailing-language clause at 19.3).

4.1 The Subscriber's Subscription Fee is collected automatically at the start of each Subscription Period via Stripe, charged to the payment method authorised by the Subscriber at sign-up.

4.2 The first charge takes effect on the Effective Date. Each subsequent charge takes effect on the same calendar day of the next Subscription Period (or, where that day does not exist in the next calendar period, on the last day of that period).

4.3 Founding Member Rate lock. The Subscription Fee on the Effective Date is the Subscriber's "Founding Member Rate". KILC undertakes that, for so long as the Subscriber maintains an uninterrupted subscription at the same Tier (or upgrades to a higher Tier), the Founding Member Rate continues to apply notwithstanding any general price revision KILC may make for new subscribers. The rate lock applies to the elected Tier only — if the Subscriber upgrades to a higher Tier, the higher Tier's then-current rate applies (with the upgrade gap pro-rated under clause 7.1). If the Subscriber's subscription lapses for any reason and the Subscriber later re-subscribes, the Founding Member Rate ends and the then-current published rate applies.

4.4 Failed payment retry: where Stripe is unable to charge the Subscriber's payment method, Stripe will automatically retry per its Smart Retries configuration. If after four failed attempts over a period of approximately three weeks the charge has not succeeded, KILC may suspend the Services and, after a further 7 days' written notice, terminate this Agreement under clause 14.3.

5.1 Starter tier. The Subscriber receives:

1. a monthly bilingual UK regulatory bulletin (PDF), delivered on the first business day of each calendar month;
2. access to a tier-specific prefix of the R2 Template Library containing approximately 50 bilingual compliance Templates, on a view + DOCX/PDF download basis with downloads logged under clause 11;
3. a quarterly group webinar invitation (Zoom or equivalent);
4. email compliance support at platform@kilc.co.uk with a 5 UK business-day response service-level objective;
5. a 10% discount against KILC's published per-matter advisory consultation rates;
6. unlimited use of the public XOS demo toolkit;
7. up to three (3) Authorised Users per Subscription, each with their own Account credentials; additional seats may be added on written request at the prevailing per-seat rate; and
8. the Founding Member Rate lock at clause 4.3.

5.2 Professional tier. The Subscriber receives the Starter deliverables in 5.1 plus the following additional or upgraded deliverables (each item below upgrades or supplements the corresponding 5.1 item):

1. a weekly bilingual UK regulatory bulletin in lieu of monthly;
2. access to a tier-specific prefix of the R2 Template Library containing 500+ Templates, on a view + DOCX/PDF download basis (still subject to clause 11);
3. sector-specific email alerts on up to three NSI Act sectors of the Subscriber's choice;
4. one 30-minute one-to-one advisory video call per month, bookable via Calendly with a KILC compliance team member;
5. email compliance support with a 2 UK business-day response service-level objective;
6. a 20% discount against KILC's per-matter advisory consultation rates;
7. up to ten (10) Authorised Users per Subscription, in lieu of the three (3) seats in clause 5.1, each with their own Account credentials; additional seats may be added on written request at the prevailing per-seat rate;
8. up to twenty (20) free tool runs per calendar month, combined across the NSI Act Triage, KYC/KYB Assessment, Compliance Gap Analysis, AML Scoring, and PIPL Pathway tools; per-event rates apply to runs beyond this monthly allowance, billed in arrears under clause 6; unused free runs do not roll over;
9. limited co-branding of client-facing deliverables — the Subscriber may issue tool-generated reports and bilingual document outputs to its own end-clients with the Subscriber's brand alongside KILC's mark (the "Pro Co-branding Allowance"); this is narrower than the full white-label deployment available to Institutional Subscribers under Schedule A Part 2 (which includes a custom subdomain, custom email-template branding, and the option to remove the KILC mark entirely);
10. eligibility to apply to join the XOS Partner Programme separately, on the terms of the XOS Partner Programme Agreement.

5.3 Institutional tier. Subscribers at the Institutional tier receive a bespoke set of deliverables negotiated and recorded in Schedule A · Institutional, executed alongside this Agreement. Schedule A may include (without limitation) multi-entity workspace configuration, white-label deployment with custom subdomain, single sign-on (SSO) and API integrations, dedicated Account Manager, 99.9% uptime SLA with service credits, bespoke template development, and extended data-retention obligations — each as set out in the corresponding Part of Schedule A. Until Schedule A is executed, the Subscriber is treated as a Professional-tier Subscriber for the avoidance of any gap in service.

5.4 Reasonable variation. The exact composition of any monthly or weekly bulletin, the curated content of the Templates, and the topics of any group webinar, are determined by KILC in good faith. KILC may from time to time refresh, replace, or retire individual Templates as part of normal maintenance of the Templates library.

6.1 The Subscription Fee is the only periodic charge during the Founding Member Period. KILC's per-event Layer 3 transaction fees published in the XOS Per-Click Price List apply only after the launch of the full SaaS platform at platform.kilc.co.uk; until that launch, no per-event fee is charged on the Subscriber's use of the public XOS toolkit.

6.2 All Fees are denominated in GBP (£) and exclusive of VAT. KILC is currently below the UK VAT registration threshold of £90,000 of rolling 12-month taxable turnover (VATA 1994 / 2026 threshold). When KILC completes UK VAT registration, VAT at the prevailing UK rate (currently 20%) will be added to all Fees and shown separately on Stripe receipts.

6.3 Per-matter consultation fees, where engaged, are quoted separately and are not included in the Subscription Fee. The Founding Member tier discount (10% Starter, 20% Professional) applies at the point of consultation invoice.

6.4 Stripe is the payment processor. By providing payment-method details to Stripe at sign-up, the Subscriber authorises Stripe (acting as KILC's agent for the limited purpose of payment collection) to charge the Subscription Fee at each Subscription Period.

7.1 Mid-cycle upgrade. The Subscriber may upgrade to a higher Subscription Tier at any time. Stripe automatically pro-rates the difference between the current Tier and the higher Tier for the remaining days of the current Subscription Period and charges that gap immediately. The new Tier's rate then applies from the next Subscription Period. Upgrades take effect immediately on payment.

7.2 No reset of the Cooling-Off Period on upgrade. A Tier upgrade does not reset the Cooling-Off Period. The 14-day Cooling-Off Period in clause 8 runs from the Effective Date of the original subscription only, and is not extended or restarted by any subsequent upgrade. Where the Subscriber cancels within the 14 days of original Effective Date, the pro-rata refund covers all amounts paid (original Tier + upgrade gap, less the pro-rata deduction). Where the Subscriber cancels after the Cooling-Off Period has expired — even on the same day as an upgrade — the upgrade payment is non-refundable.

7.3 Annual prepay. The Subscriber may elect annual prepay (12 months charged upfront) at the published annual rate, which represents a 15% discount on the equivalent 12 monthly payments. Annual prepay subscriptions auto-renew at the next 12-month anniversary at the same annual rate (subject to the rate lock at clause 4.3). The 14-day Cooling-Off Period in clause 8 applies to annual prepay subscriptions in the same manner. After the Cooling-Off Period expires, annual prepayments are non-refundable; cancellation thereafter ends auto-renewal but does not refund unused months.

7.4 Downgrade. The Subscriber may downgrade to a lower Tier at any time. The downgrade takes effect from the start of the next Subscription Period; the Subscriber retains all higher-Tier deliverables until the end of the paid Subscription Period. No refund is issued for the unused portion of the higher Tier in the current Subscription Period.

7.5 Anti-abuse acknowledgement. The Subscriber acknowledges that the rules in clauses 7.2 and 7.3 are anti-abuse measures designed to prevent a pattern where the Subscriber upgrades the Tier or switches to annual prepay in order to access higher-Tier deliverables (for example, the Professional tier's 500+ Templates) and then immediately cancels for refund. The 14-day Cooling-Off Period and the pro-rata refund in clause 8 are preserved in full for genuine first-time subscribers; the rules in 7.2 and 7.3 calibrate that right against fair-use considerations.

8.1 Right of cancellation. Where the Subscriber is a "consumer" within the meaning of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "CCRs 2013"), the Subscriber has the statutory right to cancel this Agreement within 14 calendar days of the Effective Date. KILC voluntarily extends the same right to non-consumer Subscribers as a matter of contract.

8.2 Express request to start service during the Cooling-Off Period. The Services begin immediately on the Effective Date — the welcome email, R2 Template Library access, support channel access, and (if applicable) advisory call calendar are activated within 24 hours of payment. By accepting this Agreement and paying the first Subscription Fee, the Subscriber expressly requests that the supply of the Services begins during the Cooling-Off Period. The Subscriber acknowledges that, by reason of that express request, in accordance with Regulation 36(4) of the CCRs 2013, KILC is entitled to charge a proportionate amount for the Services supplied before cancellation.

8.3 Pro-rata calculation. Where the Subscriber cancels within the Cooling-Off Period, the refund is calculated as follows:

1. daily rate = Subscription Fee paid ÷ days in the billing period (30 for monthly, 365 for annual);
2. days of access = calendar days from the Effective Date to the cancellation date (inclusive of the cancellation date);
3. usage deduction = daily rate × days of access, rounded to the nearest penny;
4. non-refundable processing fees = the actual payment-processor fees that the relevant payment-service provider (e.g. Stripe) charged on the original transaction and which the provider does not return to KILC on refund of that transaction. As at the Effective Date these are typically (i) for UK-issued cards: 1.5% of the Subscription Fee + £0.20; (ii) for cards issued outside the UK or EEA: 2.5% of the Subscription Fee + £0.20; (iii) for currency conversion: a 2% conversion fee where applicable. The actual figures used in the calculation are those visible on the original transaction in the payment provider's dashboard for that specific Subscriber;
5. refund = Subscription Fee paid − usage deduction − non-refundable processing fees.

Why processing fees are deducted. When KILC issues a refund, the payment-service provider (currently Stripe) does not return the processing fee it charged on the original transaction. KILC has paid that fee out of the Subscription Fee already received, and cannot recover it on cancellation. The deduction in (4) above passes only that genuine, non-recoverable cost through to the cancelling Subscriber so that other Subscribers are not subsidising the cost of cancellations they did not initiate. Where the Subscriber is a "consumer" within the meaning of the CCRs 2013, this deduction is treated as a permitted charge for the supply of services up to the date of cancellation under Regulation 36(4); KILC will, in any event, waive the processing-fee deduction in cases of demonstrable hardship on written request.

Worked example. Subscriber pays £99 on day 0 (UK-issued card; Stripe fee £1.69) and cancels on day 7. Daily rate = £99 ÷ 30 = £3.30. Usage deduction = £3.30 × 7 = £23.10. Non-refundable processing fees = £1.69. Refund = £99 − £23.10 − £1.69 = £74.21.

8.4 Refund payment. Refunds are processed back to the original Stripe payment method within 5 UK business days of KILC confirming the cancellation date. KILC will email the Subscriber to confirm the cancellation date, the daily rate, the usage deduction, the non-refundable processing fees, and the refund amount before processing.

8.5 After the Cooling-Off Period. After the 14-day Cooling-Off Period expires, the Subscriber may cancel at any time, but cancellation does not entitle the Subscriber to any refund of unused days within the current paid Subscription Period. For monthly subscriptions, the Services continue to the end of the paid month; for annual prepay, the Services continue to the end of the prepaid 12-month period.

8.6 How to cancel. The Subscriber may cancel by (a) using the in-platform "Manage subscription" link, (b) replying to the welcome email, or (c) writing to billing@kilc.co.uk citing the registered email address.

9.1 Ownership. All intellectual property rights in the XOS platform, the Templates, the regulatory bulletins, the Services and any related material (including text, images, software, methodologies, data structures, and trade marks) are and shall remain the exclusive property of KILC or its licensors. Nothing in this Agreement transfers any intellectual property right to the Subscriber.

9.2 Licence to the Subscriber. Subject to the Subscriber's compliance with this Agreement and continuing payment of Fees, KILC grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to:

1. access and use the Services for the Subscriber's own internal compliance purposes;
2. access the Templates for the Subscriber's own use and (where the Subscriber is a professional adviser) for use in advising the Subscriber's own end-clients on cross-border China–UK compliance matters; and
3. customise individual Templates by populating drafting fields and adapting them to the specific facts of a matter.

9.3 Permitted use. The licence in 9.2 permits the Subscriber to:

1. download individual Templates from the R2 Template Library, as needed for specific matters;
2. edit downloaded Templates locally for use in the Subscriber's matter file;
3. provide a customised Template to the Subscriber's end-client as part of the Subscriber's own professional service to that end-client;
4. retain the customised Template in the Subscriber's matter records.

9.4 Prohibited use. The Subscriber shall not:

1. resell, sub-licence, or otherwise commercialise the Templates as a product or library in their own right (whether for charge or free of charge);
2. publish or distribute the Templates publicly or on any third-party platform;
3. reproduce the Templates in marketing materials in a way that suggests the Templates are the Subscriber's original work or that misrepresents the source of the underlying methodology;
4. build a competing compliance information service using the Templates as input;
5. use any automated means (including scraping, bots, or programmatic download) to extract the Templates from the R2 Template Library, or to call /api/template-download other than from the kilc.co.uk/xos dashboard signed in as the Subscriber;
6. share the Subscriber's Drive access credentials with any other person, or grant access to any other person not authorised by this Agreement;
7. circumvent the download-tracking and access-control measures KILC operates under clause 11.

9.5 Continued obligations on termination. On termination of this Agreement, the licence in 9.2 ends immediately. Templates already downloaded into the Subscriber's matter files before termination may be retained as part of those matter files for as long as the matters require, but no new Templates may be accessed and the prohibitions in 9.4 continue to apply indefinitely to the retained Templates.

10.1 The Subscriber shall hold the contents of the Templates, the regulatory bulletins, any partner-only resources, and any other non-public material made available under this Agreement (collectively, "KILC Confidential Information") in confidence, and shall not disclose it to any third party except (a) as expressly permitted by clause 9, or (b) as required by law, regulator, or court of competent jurisdiction (with prior notice to KILC where lawful).

10.2 KILC shall hold any Subscriber-confidential information that comes into KILC's possession through performance of this Agreement (including matter-specific information shared on advisory calls or in support correspondence) in confidence, and shall not disclose it to any third party except (a) as necessary to provide the Services, (b) with the Subscriber's consent, or (c) as required by law.

10.3 The obligations in this clause 10 survive termination of this Agreement for a period of 5 years.

11.1 The Subscriber shall use the Services for lawful purposes only and in accordance with this Agreement and any reasonable instructions of KILC notified to the Subscriber in writing.

11.2 R2 Template Library access and download logging. Access to the R2 Template Library is gated by a Founding Member token issued to the Subscriber's registered email and bound to the Subscriber's Subscription Tier; the kilc.co.uk/api/template-download endpoint rejects any request whose token-tier claim does not include the requested object-key prefix. KILC logs each successful download (Subscriber identifier, tier, object key, timestamp), in accordance with clause 12 (data protection) and the Privacy Policy at kilc.co.uk/xos. The Subscriber acknowledges and consents to this logging as a reasonable anti-abuse measure that protects the integrity of the Founding Member offering for all Subscribers.

11.3 Bulk-download flag. KILC reserves the right to flag and review any Subscriber download pattern of more than 100 files within 7 calendar days from a single tier prefix of the R2 Template Library. Where such a pattern coincides with a cancellation request within the 14-day Cooling-Off Period, KILC may, at its reasonable discretion, escalate the matter for senior review and may decline to grant a refund beyond the pro-rata amount required by clause 8 if KILC reasonably concludes that the cancellation is being used as a means to extract the Templates while paying only the pro-rata amount. Such review must be reasonable, evidenced, and capable of explanation to the Subscriber.

11.4 Account sharing prohibited. The Subscriber shall not share login credentials, the Founding Member token, R2 Template Library access, or Calendly invitations with any other person not expressly authorised to use the Subscriber's subscription.

11.5 Reverse engineering / scraping prohibited. The Subscriber shall not attempt to reverse engineer, decompile, or extract the source code of any platform component, nor use any automated means to scrape, archive, or replicate the Services.

12.1 KILC processes Subscriber personal data (name, email, payment-method tokens via Stripe, Drive access logs) as data controller for the limited purposes of administering the subscription, delivering the Services, and meeting KILC's own legal and accounting obligations. KILC's Privacy Policy at kilc.co.uk/xos sets out the full processing detail and the lawful bases relied upon.

12.2 Where the Subscriber is a professional adviser using the Services to support work for the Subscriber's own end-clients, the Subscriber may share personal data of those end-clients with KILC (for example via a support email about a matter). In that scenario, the Subscriber is the data controller for the end-client personal data; KILC processes that data on the Subscriber's behalf as processor in accordance with KILC's Data Processing Addendum (issued separately and available at kilc.co.uk/xos under the Privacy Policy).

12.3 Where the Subscriber transmits personal data originating from data subjects in the People's Republic of China to KILC (or to KILC's UK-hosted infrastructure), the Subscriber confirms its compliance with the Personal Information Protection Law of the PRC (PIPL) and the Measures for Certification of Outbound Personal Information Transfer (effective January 2026), including the use of an applicable transfer mechanism.

12.4 Each Party shall promptly notify the other of any personal data breach affecting personal data exchanged under this Agreement.

13.1 Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by a Party's negligence; (b) fraud or fraudulent misrepresentation; (c) the Subscriber's payment obligations; or (d) any other liability that cannot be excluded under English law (including, for consumer Subscribers, any rights under the Consumer Rights Act 2015).

13.2 Subject to clause 13.1, neither Party shall be liable to the other for any indirect, special, or consequential loss, or for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, or loss of business opportunity, in each case howsoever arising.

13.3 Subject to clauses 13.1 and 13.2, KILC's total liability to the Subscriber under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the lower of (i) £30,000 or (ii) the total amount of Subscription Fees paid by the Subscriber in the 12 months preceding the event giving rise to the claim.

13.4 The Subscriber acknowledges that the Services are professional information and not legal advice (clause 2). Nothing in this clause 13 limits the Subscriber's responsibility to engage qualified legal counsel for specific matters; KILC is not liable for losses suffered by the Subscriber through reliance on the Services in circumstances where qualified legal counsel has not been engaged.

14.1 This Agreement begins on the Effective Date and continues for so long as the Subscriber maintains an active subscription, until terminated in accordance with this clause 14 (the "Term").

14.2 The Subscriber may terminate this Agreement at any time by cancelling the subscription per clause 8.6. Cancellation within the 14-day Cooling-Off Period attracts a pro-rata refund per clause 8.3; cancellation thereafter ends auto-renewal but the Services continue to the end of the paid Subscription Period.

14.3 KILC may terminate this Agreement immediately by written notice if the Subscriber:

1. fails to pay any Subscription Fee when due and that failure is not remedied within 14 days of written notice (Stripe's automatic retries are deemed to be sufficient notice for this purpose);
2. materially breaches clause 9 (intellectual property), clause 10 (confidentiality), or clause 11 (acceptable use), and (where the breach is capable of remedy) fails to remedy that breach within 14 days of written notice;
3. becomes insolvent, enters into liquidation (other than for the purposes of solvent reconstruction), or has a receiver or administrator appointed over any of its assets.

14.4 Effect of termination. On termination of this Agreement:

1. the licence in clause 9.2 ends immediately, subject to clause 9.5;
2. the Subscriber's Founding Member token is revoked so that further requests to /api/template-download are rejected;
3. the Subscriber is removed from all bulletin distribution lists, sector alerts, webinar invitations, and Calendly availability;
4. any unpaid Subscription Fees become immediately due and payable;
5. clauses 9 (in part), 10, 13, 17, 18, and 19 survive termination according to their terms.

15.1 KILC may revise the Services from time to time to reflect operational, technical, or regulatory developments. KILC will give the Subscriber not less than 30 days' written notice of any material reduction in the Services received by the Subscriber. If the Subscriber objects to a material reduction, the Subscriber may cancel under clause 14.2 within the 30-day notice period and KILC will refund any unused portion of a current annual prepay subscription (notwithstanding clause 7.3).

15.2 KILC may revise this Agreement from time to time. The current version is published at kilc.co.uk/xos. KILC will give the Subscriber not less than 30 days' written notice of any material adverse change. Continued use of the Services after the notice period takes effect constitutes acceptance of the revised Agreement; if the Subscriber does not accept, the Subscriber may cancel under clause 14.2.

15.3 The Founding Member Rate locked under clause 4.3 is preserved through any revision under this clause 15, save that KILC may revise the rate where necessary to comply with applicable law or where the original rate becomes commercially unsustainable due to factors outside KILC's reasonable control. In such an exceptional case, KILC will give the Subscriber not less than 60 days' written notice and the Subscriber's right to cancel and obtain refund of any unused annual prepay applies.

16.1 Each Party shall comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and applicable financial sanctions regimes administered by the UK's Office of Financial Sanctions Implementation (OFSI), the U.S. Office of Foreign Assets Control (OFAC), the European Union, and the United Nations.

16.2 The Subscriber confirms that, to the best of its knowledge, the Subscriber is not (and is not owned, controlled, or acting on behalf of any person who is) the subject of UK, EU, US, or UN financial sanctions, and that the Subscriber's intended use of the Services is lawful in the Subscriber's place of residence or operation.

16.3 KILC may suspend or terminate the Services where it has reasonable cause to believe continued performance would breach clause 16.1, and shall promptly notify the Subscriber of any such suspension.

17.1 Disputes about content or accuracy of XOS output. Any dispute about the content, accuracy, or fitness-for-purpose of XOS output shall be raised by the Subscriber to disputes@kilc.co.uk. KILC shall acknowledge within 2 UK business days and provide a substantive response within 14 UK business days, in accordance with the public Terms of Use § 8.6.

17.2 Billing and other disputes. Other disputes (billing, refund calculation, scope of Services, etc.) shall be raised to billing@kilc.co.uk and resolved by good-faith correspondence in the first instance.

17.3 Escalation. If a dispute is not resolved by correspondence within 30 calendar days of first being raised, either Party may escalate the dispute under clause 18 (governing law and jurisdiction).

17.4 Consumer ADR. Where the Subscriber is a consumer, the Subscriber retains the right to use any alternative dispute resolution process applicable under English consumer-protection law, including (where applicable) the Online Dispute Resolution platform of the European Commission for cross-border disputes.

18.1 All notices under this Agreement shall be in writing and shall be delivered (a) by email, (b) by registered post, or (c) (for KILC's notices to the Subscriber) by visible notification on the Subscriber's account or in-platform messaging.

18.2 Notices to KILC: legal@kilc.co.uk (legal/commercial), billing@kilc.co.uk (billing), disputes@kilc.co.uk (disputes), or by registered post to KILC's registered office at the head of this Agreement.

18.3 Notices to the Subscriber: to the email address registered for the subscription, or by registered post to the address (if any) supplied by the Subscriber at sign-up. The Subscriber is responsible for keeping that email address current.

19.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.2 The Parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that, where the Subscriber is a consumer resident in another jurisdiction, the Subscriber may bring proceedings in the courts of the Subscriber's place of residence to the extent permitted by mandatory consumer-protection law.

19.3 Prevailing language. This Agreement is published in two language versions: English and Simplified Chinese. The English version and the Chinese version are intended to have the same meaning. However, in the event of any inconsistency, conflict, ambiguity, omission, or discrepancy of any kind between the English version and the Chinese version — including but not limited to differences in wording, interpretation, scope of obligation, drafting style, choice of legal terminology, or legal effect — the English version shall prevail and shall be conclusive and definitive in all respects. The Chinese version is provided solely for the convenience of the Chinese-reading Subscriber and shall not be construed as a separate, independent, or controlling document, nor shall it be relied upon to vary, qualify, or contradict the English version. Each Subscriber represents that, before accepting this Agreement, the Subscriber has had the opportunity to review the English version with qualified legal counsel of its own choosing, and that it has fully understood the meaning, content, and legal effect of the English version. The Parties further agree that, in any proceeding to interpret or enforce this Agreement (whether before the courts of England and Wales under clause 19.2, or any other tribunal), the English version is the only version that may be relied upon as the operative text. Any translation of this Agreement provided in the course of any such proceeding is a translation of the English version and not a substitute for it. This clause 19.3 itself shall be interpreted in accordance with the English version, in the event of any inconsistency between the English and Chinese drafts of this clause 19.3.

20.1 Entire agreement. This Agreement (together with the Privacy Policy, Cookie Policy and Acceptable Use guidance published at kilc.co.uk/xos) constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior negotiations, understandings, and representations.

20.2 Variation. Save as provided in clause 15, no variation of this Agreement is effective unless in writing and signed by both Parties (or, in the Subscriber's case, accepted online through KILC's published acceptance process).

20.3 Assignment. The Subscriber may not assign or otherwise transfer its rights and obligations under this Agreement without KILC's prior written consent. KILC may assign to a successor entity in connection with a corporate reorganisation, merger, or transfer of all or substantially all of the XOS business.

20.4 Severance. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, with the remainder of the Agreement continuing in full force.

20.5 No partnership. Nothing in this Agreement constitutes a partnership, agency, or employment relationship between the Parties.

20.6 Third parties. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.

20.7 Consumer rights preserved. Where the Subscriber is a consumer, nothing in this Agreement removes or limits any statutory rights the Subscriber has under the Consumer Rights Act 2015, the CCRs 2013, or any other consumer-protection law that cannot be excluded by contract.