TERMS AND CONDITIONS OF SERVICE

1. BUSINESS IDENTIFICATION & CONTACT INFORMATION

The Site and Platform are owned and operated by:

• Legal Entity Name: Uxel Limited
• Hong Kong Business Registration No.: 80932841
• Registered Address: Unit 2904-05, 29/F, Universal Trade Centre, 3 Arbuthnot Road, Hong Kong S.A.R.
• Official Contact Email: support@uxel.io
• Customer Support Phone: +905326061290

2. ELIGIBILITY & B2B NATURE OF SERVICES

2.1 B2B Service: The Platform is a specialized Business-to-Business (B2B) software solution designed exclusively for commercial entities, including tour operators, travel agencies, activity providers, and hospitality businesses.

2.2 Eligibility: By using the Platform, you represent and warrant that:

• You are registering a business account for lawful commercial purposes;
• You are at least 18 years of age (or the legal age of majority in your jurisdiction);
• You have full power and authority to enter into these Terms; and
• Your account registration details are accurate, current, and complete.

3. DESCRIPTION OF THE PLATFORM SERVICES

3.1 SaaS Functionality: Uxel provides a proprietary web-based B2B SaaS platform that enables travel operators to manage, centralize, distribute, and process travel bookings, inventory, and partner distribution channels (the "Services").

3.2 License Grant: Subject to your timely payment of applicable fees and full compliance with these Terms, Uxel grants you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to access and use the Platform during your active subscription period solely for your internal business operations.

4. SUBSCRIPTION FEES, COMMISSIONS & BILLING TERMS

4.1 Fee Structure: Access to the Platform is provided on a subscription and usage basis, consisting of:

• Base Monthly SaaS Platform Fee: A recurring subscription fee as selected on your checkout page or commercial schedule.
• Transaction Commission Fee: A percentage or fixed fee calculated on aggregated travel bookings processed or managed through the Platform during each billing cycle.

4.2 Public Pricing & Changes: Current base platform tiers and transaction commission rates are displayed on our public pricing page at https://uxel.io/pricing. Uxel reserves the right to modify pricing with at least thirty (30) days' prior written notice.

4.3 Automated Recurring Billing: By providing your payment method (credit card, direct debit, or local payment method), you authorize Uxel (and our payment processing partners, including Airwallex) to automatically charge your designated payment method on a recurring monthly basis for the Base SaaS Fee in advance, along with accrued Transaction Commission Fees in arrears.

4.4 Currency & Invoicing: All fees are invoiced and charged in Euros (€) unless expressly stated otherwise in your billing dashboard.

4.5 Overdue Invoices & Grace Period:

• Invoices are due upon issuance.
• If a payment fails or is overdue, Uxel will grant a seven (7) calendar day grace period to resolve the payment issue.
• If payment is not cleared within seven (7) days of notice, Uxel reserves the right to immediately suspend access to your account and API integrations until all outstanding balances are settled in full.
• Overdue balances shall accrue interest at a rate of 1.5% per month (or the maximum allowed by Hong Kong law, whichever is lower), calculated daily from the due date.

5. CANCELLATION & REFUND POLICY

5.1 14-Day Money-Back Guarantee: New customers are eligible for a full 100% refund of their initial Base Monthly SaaS Fee if a cancellation request is submitted within fourteen (14) calendar days of the initial account sign-up date by contacting support@uxel.io.

5.2 Cancellation Anytime: You may cancel your subscription at any time prior to your next recurring billing date via your online account billing dashboard or by emailing support@uxel.io.

5.3 Effect of Cancellation: Upon cancellation, your subscription will remain active until the conclusion of the current prepaid billing period. No further recurring charges will be made. Transaction commissions accrued prior to cancellation remain fully payable.

5.4 Detailed Refund Terms: For complete details regarding refunds, disputes, and cancellation timelines, please review our standalone Refund & Cancellation Policy.

6. SERVICE AVAILABILITY & SLA UPTIME COMMITMENT

6.1 Uptime Target: Uxel will use commercially reasonable efforts to maintain a Platform target uptime of 99.9% during each calendar month, excluding scheduled maintenance windows.

6.2 Maintenance Windows: Uxel will endeavor to provide at least twenty-four (24) hours' advance notice for routine or emergency platform updates.

6.3 Exclusions: Uxel is not responsible for downtime caused by external third-party API providers, global internet outages, client infrastructure failures, or force majeure events beyond our reasonable control.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Uxel IP: Uxel Limited retains all rights, title, ownership, and interest in and to the Platform, including all underlying source code, system architecture, database designs, user interfaces, branding, domain names, and algorithms.

7.2 Restrictions: You shall not:

• Reverse engineer, decompile, disassemble, or derive the source code of the Platform;
• Copy, modify, frame, mirror, or create derivative works of any portion of the Platform;
• Resell, lease, sublicense, or distribute the Platform to third parties without prior written authorization from Uxel; or
• Interfere with or breach the security infrastructure of the Platform.

7.3 Customer Data: You retain full ownership of all data, booking records, and travel content uploaded to your account ("Customer Data"). You grant Uxel a limited license to host, transmit, and process Customer Data solely to provide the Services.

8. DATA PRIVACY & SECURITY

8.1 Compliance: Both parties agree to handle personal data in accordance with applicable data protection laws, including the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO") and, where applicable, the EU General Data Protection Regulation (GDPR).

8.2 Data Processing: For complete information on how we collect, store, and process customer and end-user data, please refer to our Privacy Policy.

9. WARRANTIES & DISCLAIMERS

9.1 As-Is Provision: Except as expressly set forth herein, the Platform and Services are provided on an "AS IS" and "AS AVAILABLE" basis. Uxel makes no express or implied warranties, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.2 Third-Party Services: Uxel is not responsible for errors, delays, or failures caused by external third-party payment gateways, bank transfers, or travel distribution API channels.

10. LIMITATION OF LIABILITY

10.1 Cap on Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF UXEL LIMITED (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO UXEL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Consequential Damages: UXEL LIMITED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Uxel Limited, its directors, employees, and representatives from and against any third-party claims, damages, losses, liabilities, and expenses (including legal fees) arising from: your breach of these Terms; your violation of applicable laws or third-party rights (including privacy rights); or any dispute between you and your end-consumer travel customers.

12. TERMINATION

12.1 Termination for Convenience: Either party may terminate this Agreement by providing notice prior to the next billing renewal date.

12.2 Termination for Cause: Uxel reserves the right to immediately suspend or terminate your account without notice if you materially breach these Terms, engage in fraudulent payment activity, or present an unacceptable security or legal risk.

13. GOVERNING LAW & DISPUTE RESOLUTION

13.1 Governing Law: These Terms and any dispute, controversy, or claim arising out of or in connection with them or their subject matter shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region (HKSAR).

13.2 Jurisdiction: Both parties irrevocably agree that the courts of Hong Kong SAR shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Alternatively, at Uxel's sole option, any dispute may be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice is submitted.

14. AMENDMENTS TO TERMS

Uxel reserves the right to update or modify these Terms at any time. Updated versions will be posted on the Site with an updated "Last Updated" date. Continued use of the Platform after any modifications constitutes acceptance of the updated Terms.

15. CONTACT US

If you have any questions regarding these Terms & Conditions, please contact us:

• Uxel Limited
• Address: Unit 2904-05, 29/F, Universal Trade Centre, 3 Arbuthnot Road, Hong Kong S.A.R.
• Email: support@uxel.io
• Phone: +905326061290