Terms of Service

1. Definitions

In these Terms, the following capitalised terms have the meanings given below. Other terms are defined where they first appear. "Acceptance" means a Property Owner's confirmation through the Platform that a Renter is accepted in respect of a Unit. "Caretaker" means a Member enrolled in the Caretaker Program. "Caretaker Program" means the Platform feature through which Members offer caretaking and property-attendance services to Property Owners. "Commitment Fee" means the fee payable by a Renter to place a hold on a Vacancy while an Enquiry is processed, calculated as five per cent (5%) of the advertised rent for the relevant Unit or such other amount as is displayed at checkout. The Commitment Fee is charged, owned and retained by Xelfcon except where a refund is due under the Refund Policy. "Committed Unit" means a Unit that has been placed on hold following payment of a Commitment Fee. "Enquiry" means a request submitted by a Renter through the Platform in relation to a Vacancy. "Inbox" means the in-app messaging channel opened between a Renter, a Property Owner and, where applicable, a hired Caretaker, following payment of a Commitment Fee. "Main Balance" means the portion of a Property Owner's Platform balance that is available for withdrawal, subject to the clearance rules displayed in the app. "Marketplace" means the searchable index of Vacancies published on the Platform. "Member Content" means any text, image, document, listing detail, message, review, rating, profile information or other material submitted, uploaded or transmitted by a Member through the Platform.

"Pending Balance" means the portion of a Property Owner's Platform balance that is held and not available for withdrawal, including amounts held during the Cooling-Off Period. "Property Workspace" or "Workspace" means the management environment created by a Property Owner in respect of a property, containing its Units, occupants, transactions, documents, maintenance requests and related records. "Renewal Admin Fee" means the fee of one per cent (1%) charged by Xelfcon on a Tenant's renewal payment, deducted before the Property Owner's share is credited. "Rental Payment" means a payment of rent made by a Renter or Tenant through the Platform to a Property Owner. "Cooling-Off Period" means the period of seven (7) days during which a Rental Payment is held on the Property Owner's Pending Balance, as described in Section 26 and the Refund Policy. "Tenancy Arrangement" means any tenancy, lease, licence to occupy, sub-tenancy or other occupation arrangement between a Property Owner and a Renter or Tenant, however documented and whether or not it is recorded on the Platform. "Tenant Hub" means the management environment made available to a Tenant after Acceptance and onboarding. "Unit" means an individual lettable space within a property recorded in a Property Workspace, marked as either available or occupied. "Vacancy" means a Unit published to the Marketplace as available.

2. Acceptance, Eligibility and Accounts

2.1 Acceptance of these Terms

By creating an account, accessing the Platform, or using any Platform feature, you confirm that you have read, understood and agree to be bound by these Terms and the documents incorporated by reference. If you do not agree, you must not use the Platform.

2.2 Eligibility

You must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts. Registration is permitted for natural persons, partnerships and legal entities. If you register on behalf of an entity, you represent and warrant that you are authorised to bind that entity, and "you" refers to both you and that entity. You represent and warrant that you are not subject to any sanctions or legal restriction that would prohibit your use of the Platform.

2.3 Account information and security

You must provide accurate, current and complete information at registration and keep it up to date. You may not transfer or sell your account. You are responsible for maintaining the confidentiality and security of your login credentials, and you are responsible and liable for all activity conducted through your account, whether or not authorised by you. You must notify us immediately at support@xelfcon.com if you suspect your credentials have been lost, stolen or compromised, or that your account has been accessed without authorisation.

2.4 One person, one account

You may not create or operate multiple accounts to evade suspension, verification, fee obligations, or any measure taken under these Terms. We may merge, suspend or close duplicate or evasive accounts.

3. Identity Verification

3.1 When verification is required

Certain features require successful completion of identity verification, including (without limitation) creating a Property Workspace, publishing a Vacancy, enrolling in the Caretaker Program, adding a payout destination, and withdrawing funds. We may also require verification or re-verification at any time on a risk basis. You agree to provide the information and documents we reasonably request and confirm that they are genuine, current and relate to you.

3.2 Screening

Where permitted by applicable law, we may: (i) request identification or other information; (ii) undertake checks designed to help verify your identity, address, or the existence of an entity; (iii) screen you against sanctions, politically exposed person, fraud, or other third-party databases; and (iv) obtain reports from service providers. You authorise us and our service providers to carry out these checks. We handle information collected for this purpose in accordance with the Privacy Policy.

3.3 What verification does and does not mean

A REFERENCE ON THE PLATFORM TO A MEMBER, PROPERTY WORKSPACE, UNIT, OR CARETAKER BEING "VERIFIED" (OR ANY SIMILAR LABEL) MEANS ONLY THAT A PARTICULAR VERIFICATION OR IDENTIFICATION STEP HAS BEEN COMPLETED AT A POINT IN TIME. IT IS NOT A WARRANTY, ENDORSEMENT, GUARANTEE OR CERTIFICATION BY XELFCON OF THAT MEMBER'S IDENTITY, HONESTY, SOLVENCY, COMPETENCE, CHARACTER, TITLE TO PROPERTY, RIGHT TO LET, LEGAL COMPLIANCE, SAFETY, OR SUITABILITY, NOR OF THE ACCURACY OF ANY LISTING. VERIFICATION DOES NOT AND CANNOT IDENTIFY ALL PAST MISCONDUCT OR PREVENT FUTURE MISCONDUCT. YOU MUST NOT RELY ON VERIFICATION AS A SUBSTITUTE FOR YOUR OWN CHECKS.

4. Xelfcon's Role and Limits

4.1 We provide a platform, not property services

We provide software that enables Members to find each other and to organise and record their own arrangements. We do not own, lease, sub-lease, occupy, control, possess, manage, maintain, inspect, survey, value, or supervise any property, Unit, or Workspace. We do not select tenants, set rents, decide who is accepted, decide who is terminated, decide who is hired as a Caretaker, or direct how any Caretaker performs. Those are decisions made by Members.

4.2 We are not a party to Member contracts

Every Tenancy Arrangement and every caretaking engagement is a contract formed directly between the Members concerned. Xelfcon is not a party to it, is not a guarantor of it, and assumes no obligation or liability under it. This remains true even where the arrangement is negotiated through the Inbox, recorded in a Workspace, evidenced by a document uploaded to the Platform, or paid for through the Platform.

4.3 No agency

Except where we expressly act as a limited payment collection agent as described in Part E, Xelfcon does not act as agent, broker, representative, fiduciary, trustee, partner, joint venturer or employee of any Member for any purpose.

4.4 No obligation to monitor; right to act

We have the right, but no obligation, to monitor use of the Platform and to verify information supplied by Members. We may record, review, monitor, restrict, disable access to, remove or edit Member Content, listings, messages, or accounts in order to: (i) operate, secure and improve the Platform, including for fraud prevention, risk assessment, investigation and support; (ii) enforce these Terms; (iii) comply with law or the order or request of a court, regulator, law enforcement or other governmental body; (iv) address content we determine to be harmful, unlawful or objectionable; or (v) maintain eligibility and quality criteria. Where we exercise these rights, we do so at our sole discretion and we do not thereby assume any duty to any Member.

4.5 Safeguards are risk-reduction measures, not guarantees

FEATURES SUCH AS IDENTITY VERIFICATION, THE COOLING-OFF PERIOD ON RENTAL PAYMENTS, HOLDING OF FUNDS ON PENDING BALANCE, THE INBOX RECORD, IN-APP DOCUMENT STORAGE, THE COMMITMENT FEE HOLD, AND LAPSE AND RELISTING RULES ARE DESIGNED TO REDUCE THE INCIDENCE OF FRAUD AND MISUNDERSTANDING. THEY ARE RISK-REDUCTION MEASURES ONLY. THEY DO NOT GUARANTEE THAT ANY MEMBER IS HONEST, THAT ANY PROPERTY EXISTS AS DESCRIBED, THAT ANY MEMBER HOLDS TITLE OR THE RIGHT TO LET, THAT ANY TENANCY ARRANGEMENT WILL BE PERFORMED, OR THAT YOU WILL NOT SUFFER LOSS. XELFCON GIVES NO WARRANTY AND ACCEPTS NO LIABILITY IN RESPECT OF THE EFFECTIVENESS OF THESE MEASURES IN ANY PARTICULAR CASE.

4.6 Information is not advice

Nothing on the Platform, and nothing said by our staff or support team, constitutes legal, tax, valuation, surveying, financial, or investment advice. Any general information we publish about legal or regulatory requirements is for convenience only and must be independently verified. You should obtain your own professional advice.

5. Creating a Property Workspace

5.1 Authority to list

By creating a Property Workspace or publishing a Unit, you represent and warrant, on a continuing basis, that: (i) you are the legal or beneficial owner of the property or are otherwise fully authorised by the owner to list, let, and manage it and to enter into arrangements in respect of it; (ii) you have all rights, consents, licences, permits and registrations required to let the property and each Unit; (iii) letting the property and each Unit does not breach any mortgage, headlease, superior lease, covenant, mortgagee consent requirement, homeowners' or residents' association rule, planning or zoning restriction, or any other agreement or law binding on you; and (iv) each Unit is fit for the purpose for which it is offered and complies with all applicable health, safety, fire, electrical, sanitation and habitability requirements.

5.2 Workspace control

You control your Workspace and are responsible for everything done through it, including by any person you authorise (such as a co-owner, family member, employee, agent, or hired Caretaker). You are responsible and liable for the acts and omissions of every such person as if they were your own.

5.3 One Workspace per property

You may maintain one Workspace per property but may record multiple Units within it. You may not create duplicate Workspaces or duplicate Units for the same physical space.

6. Units, Vacancies and Listing Accuracy

6.1 Accuracy is your responsibility

You are solely responsible for the completeness, accuracy, currency and legality of every detail you publish, including Unit specifications, condition, size, amenities, photographs, address and location data, rent, service charges, deposits, additional charges, renewal terms, occupancy limits, and house rules. You must keep availability accurate and must promptly mark a Unit as unavailable when it ceases to be available.

6.2 No misleading listings

You must not publish false, exaggerated, stale, or misleading information; use photographs that are not of the actual Unit or that materially misrepresent its condition; advertise a Unit you do not have the right to let; advertise a Unit at a rent you do not intend to honour; or publish a Unit for the purpose of collecting Commitment Fees without any genuine intention to let. Doing so is a material breach of these Terms and may constitute fraud under applicable law.

6.3 Consequences

Where we reasonably believe a listing breaches this Section, we may remove or suspend it, return affected Units to the Marketplace, withhold or reverse payouts, refund affected Renters, suspend or terminate your account, and report the matter to the relevant authorities.

7. Onboarding Existing Occupants

7.1 Recording an occupied Unit

When you record a Unit as occupied and attach an existing occupant, that person is invited into the Platform and, on accepting, becomes a Tenant with a Tenant Hub. You represent and warrant that you have the authority and lawful basis to submit that person's personal information to us and to invite them, and that the tenancy details you record are accurate.

7.2 Data protection responsibility

You are an independent controller of the personal information of your occupants and of Renters who contact you. You must handle that information lawfully, fairly, securely and only for the purposes for which it was provided. You must not use another Member's personal information for marketing, resale, profiling, credit reporting, or any purpose unconnected with the arrangement you are managing through the Platform. You must comply with the Nigeria Data Protection Act 2023, the UK GDPR and Data Protection Act 2018, and any other data protection law applicable to you, as relevant.

7.3 Existing arrangements are unaffected

Recording an existing occupancy on the Platform does not create, novate, vary, renew or terminate any pre-existing Tenancy Arrangement. Xelfcon does not become a party to it.

8. Tenant Management, Contracts and Documents

8.1 Documents you upload

The Platform allows you to upload tenancy agreements, contracts, receipts, notices and other documents to a Tenant's Tenant Hub. You are solely responsible for the content, legality, validity, enforceability, adequacy, execution and service of every such document. Xelfcon does not draft, review, approve, witness, execute, attest, register, stamp, or verify any document, and provides no template, form, or wording as legal advice.

8.2 Communications

You may message Tenants individually or collectively. All communications must be lawful, accurate, respectful, and relevant to the tenancy. You must not use Platform messaging for unsolicited marketing, harassment, threats, intimidation, discriminatory conduct, or unlawful eviction pressure.

8.3 Maintenance and repair requests

The Platform enables Tenants to submit maintenance and repair requests and enables you to view and respond to them. Xelfcon does not carry out, arrange, supervise, fund, prioritise, warrant or guarantee any repair, maintenance or service. Your repairing and habitability obligations are owed to your Tenants under your Tenancy Arrangement and under applicable law, not to Xelfcon, and are unaffected by whether or how a request is recorded on the Platform. A request logged, ignored, closed, or deleted on the Platform does not alter your legal obligations, and Xelfcon has no responsibility for any consequence of a request not being seen, actioned or resolved.

8.4 Transactions and records

Workspace overviews, transaction summaries, balances and reports are provided for your convenience. They are not accounting, tax or statutory records, are not audited, may contain errors or omissions, and must not be relied on as a complete or authoritative record. You are responsible for maintaining your own records.

9. Terminating a Tenant and Its Effects

9.1 Termination is your decision

A Property Owner may terminate a Tenant's status on the Platform. Termination on the Platform is an administrative action affecting Platform access only. It is not a notice to quit, notice of termination, eviction, forfeiture, or any other legal step, and it does not by itself terminate, and must not be treated as terminating, any Tenancy Arrangement or any right of occupation.

9.2 Your legal obligations on termination

YOU ARE SOLELY RESPONSIBLE FOR TERMINATING ANY TENANCY ARRANGEMENT LAWFULLY, INCLUDING GIVING VALID NOTICE OF THE CORRECT FORM AND LENGTH, OBTAINING ANY REQUIRED COURT OR TRIBUNAL ORDER, COMPLYING WITH ALL APPLICABLE LANDLORD AND TENANT, RENT CONTROL, EVICTION, DEPOSIT PROTECTION AND CONSUMER PROTECTION LAWS, AND REFRAINING FROM UNLAWFUL EVICTION, HARASSMENT, OR SELF-HELP. XELFCON DOES NOT ADVISE ON, VERIFY, OR SUPERVISE ANY OF THIS AND ACCEPTS NO LIABILITY FOR ANY CLAIM, PENALTY, FINE, DAMAGES AWARD, OR CRIMINAL SANCTION ARISING FROM AN UNLAWFUL OR DEFECTIVE TERMINATION OR EVICTION.

9.3 Effect on Platform access

On termination, the Tenant loses access to the Property Workspace and the associated Tenant Hub records. You should ensure that you and the Tenant retain your own copies of any documents you may need. Xelfcon is not obliged to retain, restore, or provide access to Workspace or Tenant Hub records after termination except as required by applicable law or our Privacy Policy.

9.4 Return to Marketplace

A Unit becomes available and is returned to the Marketplace when a Tenant is terminated, or when a Committed Unit lapses under Section 16.

9.5 Refund consequences

Where a Property Owner terminates within the Cooling-Off Period, the Rental Payment concerned is automatically refunded to the Tenant under the Refund Policy and will not be credited to your Main Balance. You agree to this outcome and waive any claim against Xelfcon in respect of it.

10. Promotion and Advertising

Only a Property Owner may promote or boost a listing. Promotion improves the visibility of a listing within the Marketplace; it does not guarantee any level of impressions, enquiries, applications, acceptances, occupancy, revenue, or any other outcome. Promoted content may be labelled as such. Promotion fees are payable in advance and are non-refundable once a campaign has started, except as set out in the Refund Policy. We may decline, pause, or withdraw any promotion that breaches these Terms, applicable advertising law, or our content standards.

11. Owner Legal Obligations, Licensing and Insurance

11.1 Know your obligations

You are responsible for understanding and complying with all laws, regulations, licensing schemes, registration requirements, codes, and third-party contracts that apply to letting and managing residential property in your location. These may include, without limitation: landlord registration or licensing; tenancy deposit protection; fire, gas, electrical and smoke or carbon monoxide safety certification; energy performance requirements; habitability and repair standards; rent control or rent-increase restrictions; notice and eviction procedure; anti-discrimination law; consumer protection law; planning, zoning and change-of-use rules; short-let restrictions; mortgagee or superior landlord consent; and tax reporting and withholding. Some arrangements may be prohibited or require permission in your jurisdiction. If you are unsure, seek independent legal advice before listing.

11.2 Insurance

You are responsible for obtaining and maintaining, at your own expense, appropriate insurance covering the property, your liability to Tenants, Caretakers, visitors and third parties, and any other risk arising from your activities. Xelfcon does not provide, arrange, procure, or underwrite insurance of any kind, and provides no host protection, damage protection, guarantee, indemnity, escrow, or rent guarantee scheme.

12. Owner Assumption of Risk

YOU ACKNOWLEDGE THAT LETTING AND MANAGING RESIDENTIAL PROPERTY CARRIES INHERENT RISKS, INCLUDING RISKS OF NON-PAYMENT, RENT ARREARS, PROPERTY DAMAGE, UNAUTHORISED OCCUPATION, MISREPRESENTATION BY APPLICANTS, PERSONAL INJURY, THEFT, REGULATORY PENALTY, LITIGATION AND CRIMINAL CONDUCT BY OTHERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, YOUR LISTINGS, YOUR TENANCY ARRANGEMENTS, YOUR ENGAGEMENT OF ANY CARETAKER, AND ANY INTERACTION WITH ANY MEMBER, WHETHER ONLINE OR IN PERSON. YOU CONFIRM THAT YOU HAVE HAD THE OPPORTUNITY TO INVESTIGATE THE PLATFORM AND THE LAWS APPLICABLE TO YOU, AND THAT YOU ARE NOT RELYING ON ANY STATEMENT OF LAW OR FACT MADE BY XELFCON.

13. Enquiries and Commitment Fees

13.1 The enquiry flow

To pursue a Vacancy you submit an Enquiry and pay a Commitment Fee. On successful payment: the Unit becomes a Committed Unit and is held for you; the Property Owner (and any hired Caretaker) receives your Enquiry; and the Inbox opens between you,

the Property Owner and, where applicable, the Caretaker. The Property Owner may then schedule an inspection and may share the property location through the Inbox.

13.2 What a Commitment Fee is and is not

The Commitment Fee is a platform fee equal to five per cent (5%) of the advertised rent (or such other amount displayed at checkout). The Commitment Fee is charged and retained by Xelfcon. It is not a deposit, not a security deposit, not held on trust or in escrow for you or the Property Owner, and not paid to the Property Owner. It reserves the Committed Unit and opens the Inbox. Where onboarding completes, the Commitment Fee may be treated as forming part of your rent as displayed in the app for that transaction.

13.3 A Commitment Fee does not create a tenancy

PAYING A COMMITMENT FEE DOES NOT CREATE, AND MUST NOT BE TREATED AS CREATING, ANY TENANCY, LEASE, LICENCE, OPTION, RIGHT OF OCCUPATION, OR BINDING OBLIGATION ON THE PROPERTY OWNER TO ACCEPT YOU, TO GRANT YOU A TENANCY, TO HOLD THE UNIT BEYOND THE HOLD PERIOD, OR TO DEAL WITH YOU AT ALL. THE PROPERTY OWNER MAY DECLINE YOUR ENQUIRY, ACCEPT ANOTHER RENTER, OR WITHDRAW THE UNIT AT ANY TIME.

13.4 Refunds of Commitment Fees

Commitment Fee refunds are governed by the Refund Policy and by the terms displayed for that transaction at checkout. In summary and without limiting the Refund Policy: (i) a Commitment Fee is not covered by the seven-day Cooling-Off Period, which applies to Rental Payments only; (ii) where a Committed Unit lapses under Section 16 without Acceptance, you are eligible for a refund; (iii) once a Property Owner accepts you as a Tenant, the Commitment Fee is non-refundable ; and (iv) we may in our discretion decline a refund where, on review of the Inbox and other records, we consider that meaningful communication was established and that terms were reached or substantially reached between the parties.

14. Mandatory Inspection and Due Diligence

THIS SECTION IS FUNDAMENTAL. YOU MUST NOT PAY RENT FOR A UNIT YOU HAVE NOT PHYSICALLY INSPECTED AND VERIFIED.

14.1 Your obligation to inspect

BEFORE MAKING ANY RENTAL PAYMENT, YOU MUST PHYSICALLY VISIT AND INSPECT THE UNIT AND THE PROPERTY, VERIFY THAT THEY EXIST, ARE AS DESCRIBED, AND ARE IN THE CONDITION ADVERTISED, AND SATISFY YOURSELF AS TO THE IDENTITY AND AUTHORITY OF THE PERSON PURPORTING TO LET THEM. XELFCON DOES NOT VISIT, INSPECT, PHOTOGRAPH, MEASURE, SURVEY, VALUE, OR VERIFY ANY PROPERTY OR UNIT. LISTINGS, PHOTOGRAPHS, SPECIFICATIONS, ADDRESSES, MAP PINS, AND LOCATION DATA ARE SUPPLIED BY MEMBERS AND ARE NOT CHECKED BY US.

14.2 Wider due diligence

You are responsible for making all enquiries a reasonable person would make, including verifying the Property Owner's title or authority to let, confirming the terms of any tenancy agreement before signing, checking the safety and habitability of the Unit, checking service charges and other outgoings, confirming what is included in the rent, understanding notice and renewal terms, and taking independent legal advice where appropriate. Never send money outside the Platform. Never share credentials, one-time codes, or full payment card details with any Member.

14.3 Human conduct and the possibility of falsehood

THE PLATFORM IS USED BY HUMAN BEINGS. ANY MEMBER MAY MISDESCRIBE A PROPERTY, EXAGGERATE, CONCEAL DEFECTS, MISSTATE THEIR IDENTITY OR AUTHORITY, OR ACT DISHONESTLY. ALTHOUGH WE REQUIRE VERIFICATION FOR PROPERTY OWNERS AND CARETAKERS AND OPERATE HOLDING AND COOLING-OFF MEASURES, WE CANNOT AND DO NOT ELIMINATE THIS RISK. YOU ACCEPT IT. IF A LISTING, MESSAGE, PRICE OR REQUEST SEEMS TOO GOOD TO BE TRUE, OR IF YOU ARE PRESSED TO PAY OUTSIDE THE PLATFORM OR TO SKIP AN INSPECTION, TREAT IT AS A WARNING SIGN AND REPORT IT TO SUPPORT@XELFCON.COM.

15. Acceptance, Rent Payment and the Tenant Hub

15.1 Acceptance

After inspection, the Property Owner may accept you through the Inbox. Acceptance is a decision of the Property Owner alone. Xelfcon does not make, influence, approve, or review Acceptance decisions.

15.2 Rental Payment and holding

Where a Rental Payment is made through the Platform, the funds are held on the Property Owner's Pending Balance for seven (7) days before moving to the Main Balance. During that period the Property Owner cannot withdraw the payment. If the Property Owner terminates within that period, the Rental Payment is automatically refunded to you. After that period the Rental Payment is no longer refundable through Xelfcon, including if the Property Owner later terminates. See the Refund Policy for full detail.

15.3 The Tenant Hub

Once accepted and onboarded, you receive a Tenant Hub where you can view your tenancy details, documents shared with you,

transactions, and submit maintenance requests. The Tenant Hub is a convenience record only; it is not a legal record of your tenancy, is not evidence of the terms agreed between you and your Property Owner, may be incomplete or inaccurate, and may cease to be accessible if your Tenant status is terminated. You should keep your own copies of all documents that matter to you.

15.4 Your obligations

You must provide accurate information in Enquiries and in your profile, comply with your Tenancy Arrangement and with applicable law, treat the Unit and other occupants with respect, and pay amounts you owe under your Tenancy Arrangement. You are responsible for the acts and omissions of anyone you allow into the Unit.

16. Lapse of a Committed Unit

A Committed Unit is held for five (5) days. If the Property Owner has not accepted you within that period, the hold lapses, the Unit returns to the Marketplace as available, and you become eligible to apply for a refund of the Commitment Fee in accordance with the Refund Policy, subject to Xelfcon's discretion under Section 13.4(iv). Lapse gives you no claim against the Property Owner or against Xelfcon beyond that refund eligibility, and no right to compensation for costs, inspection expenses, travel, lost opportunity, or any other loss.

17. Renter and Tenant Assumption of Risk

YOU ACKNOWLEDGE THAT SEARCHING FOR, INSPECTING, COMMITTING TO, AND OCCUPYING RESIDENTIAL PROPERTY CARRIES INHERENT RISKS, INCLUDING RISKS OF MISDESCRIPTION, MISREPRESENTATION, FRAUD, DEFECTIVE OR UNSAFE PREMISES, DISPUTED TITLE OR AUTHORITY TO LET, DISPUTES WITH LANDLORDS, CARETAKERS, NEIGHBOURS OR OTHER OCCUPANTS, PERSONAL INJURY, LOSS OF OR DAMAGE TO PROPERTY, AND CRIMINAL CONDUCT BY OTHERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, ANY INSPECTION YOU ATTEND, ANY TENANCY ARRANGEMENT YOU ENTER INTO, AND ANY INTERACTION WITH ANY MEMBER, WHETHER ONLINE OR IN PERSON. IT IS YOUR RESPONSIBILITY TO INVESTIGATE ANY UNIT AND ANY MEMBER AND TO DETERMINE WHETHER THEY ARE SUITABLE FOR YOU.

18. Enrolment and Caretaker Profile

A Member may enrol in the Caretaker Program by completing identity verification and submitting a profile including service location, rate, experience and a short description. You represent and warrant that your profile is accurate and not misleading, that you hold any licence, permit, registration or right to work required for the services you offer, that you have the skills and physical capacity to perform them safely, and that you will keep your profile current. You are responsible for obtaining and maintaining your own insurance, including public liability and personal accident cover as appropriate. Xelfcon does not provide insurance, equipment, training, supervision, tools, or safety equipment to Caretakers.

19. Recommendation, Shortlisting and Hiring

19.1 Recommendation

Once enrolled, you may be surfaced to Property Owners as a recommended Caretaker based principally on proximity to a property and other factors we may apply from time to time. Recommendation is an algorithmic surfacing of profiles. It is not a recommendation, endorsement, reference, certification, approval, or vouching for you by Xelfcon, and it does not mean we have assessed your competence, reliability, honesty, or suitability. Xelfcon does not guarantee any Caretaker any volume of recommendations, shortlistings, hire requests, engagements, or income.

19.2 Hiring

A Property Owner shortlists a Caretaker and then sends a hire request. The Caretaker receives an email and may confirm or ignore it. On confirmation, the Caretaker is engaged in respect of that property and gains the Platform permissions described in Section

20. The engagement is a contract between the Property Owner and the Caretaker. Xelfcon is not a party to it, does not set its terms,

rate, hours, duties, standards, or duration, and makes no representation about either party to the other.

20. Scope of Caretaker Authority

20.1 A Caretaker may, where authorised by the Property Owner

Conduct a routine property check-up (ordinarily once a week) and report findings to the Property Owner; Handle rental enquiries from prospective tenants; Access tenant information relevant to the property and contact tenants; View and respond to complaints, maintenance or repair requests submitted by tenants; Share details of vacant rental options available at the property; Send reminders to tenants about rent and service charges; Monitor and supervise service providers engaged for the property, such as cleaners and security; Manage move-in support and tenant relations; and

Engage contractors for repairs, but only where expressly authorised in advance by the Property Owner.

20.2 A Caretaker may not

Edit or update property or Unit details; Terminate, evict, remove, block, or prevent the renewal of any tenant; Hire, engage, or remove another Caretaker; Promote, boost, or advertise any listing, which only the Property Owner may do; Become a tenant of a Unit at a property where they are engaged as Caretaker; Collect, demand, or receive rent, deposits, commitment fees or other tenancy payments in their own name or for their own account, or divert any payment away from the Platform or the Property Owner; Hold themselves out as an owner, agent, employee, or representative of the Property Owner beyond the authority actually given, or as an agent, employee, or representative of Xelfcon in any circumstances; Use tenant or Member personal information for any purpose beyond performing the engagement, or retain, copy, or disclose it after the engagement ends; or Do anything outside the scope of their defined activities or outside the specific authority given by the Property Owner.

20.3 Consequences of acting outside scope

Acting outside the scope in Section 20.1 or in breach of Section 20.2 is a material breach of these Terms. You are personally responsible and liable for any loss, damage, claim, penalty or cost arising from it, and we may remove you from the Caretaker Program, suspend or terminate your account, notify affected Members, and report the matter to the relevant authorities.

21. Caretaker Independence and No Agency

A CARETAKER IS AN INDEPENDENT PERSON OR BUSINESS. A CARETAKER IS NOT, AND MUST NEVER HOLD THEMSELVES OUT AS, AN EMPLOYEE, WORKER, AGENT, CONTRACTOR, PARTNER, REPRESENTATIVE, FRANCHISEE, OR JOINT VENTURER OF XELFCON. XELFCON DOES NOT EMPLOY, ENGAGE, APPOINT, SUPERVISE, DIRECT, TRAIN, SCHEDULE, INSTRUCT, APPRAISE, DISCIPLINE, OR CONTROL ANY CARETAKER. XELFCON DOES NOT SET OR INFLUENCE A CARETAKER'S RATE, HOURS, METHODS, STANDARDS, DUTIES, OR AVAILABILITY. XELFCON OWES NO DUTY TO ANY PROPERTY OWNER, TENANT, OR THIRD PARTY IN RESPECT OF THE SELECTION, COMPETENCE, HONESTY, CONDUCT, ACTS, OMISSIONS, OR PERFORMANCE OF ANY CARETAKER, AND GIVES NO WARRANTY, GUARANTEE, OR ASSURANCE AS TO ANY OF THEM. ANY ACT OR OMISSION OF A CARETAKER IS AT THE RISK OF THE CARETAKER AND OF THE PROPERTY OWNER WHO ENGAGED THEM, AND NOT AT THE RISK OF XELFCON. NOTHING IN THESE TERMS CREATES AN EMPLOYMENT, AGENCY, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP BETWEEN XELFCON AND ANY CARETAKER.

22. Caretaker Compensation Is Off-Platform

XELFCON DOES NOT PAY CARETAKERS, DOES NOT PROCESS, COLLECT, HOLD, ESCROW, GUARANTEE, CALCULATE, OR FACILITATE ANY PAYMENT TO A CARETAKER, AND TAKES NO COMMISSION ON ANY SUCH PAYMENT. THE RATE, STRUCTURE, TIMING, METHOD AND CURRENCY OF ANY PAYMENT TO A CARETAKER ARE AGREED DIRECTLY BETWEEN THE CARETAKER AND THE PROPERTY OWNER AND ARE SETTLED ENTIRELY OUTSIDE THE PLATFORM. ANY RATE DISPLAYED ON A CARETAKER PROFILE IS INDICATIVE INFORMATION SUPPLIED BY THAT CARETAKER; IT IS NOT A PRICE QUOTED, SET, HELD, OR GUARANTEED BY XELFCON. XELFCON IS NOT LIABLE FOR NON-PAYMENT, LATE PAYMENT, SHORT PAYMENT, OVERPAYMENT, DISPUTED PAYMENT, OR ANY TAX, DEDUCTION, WITHHOLDING, OR SOCIAL CONTRIBUTION ARISING FROM ANY CARETAKER ENGAGEMENT. EACH OF THE CARETAKER AND THE PROPERTY OWNER IS SOLELY RESPONSIBLE FOR THEIR OWN TAX, SOCIAL SECURITY, PENSION, AND REGULATORY OBLIGATIONS ARISING FROM THE ENGAGEMENT, AND EACH INDEMNIFIES XELFCON IN RESPECT OF THE OTHER'S FAILURE TO MEET THEM.

23. Removal, Conflicts and Restrictions

A Property Owner may remove a Caretaker from a property at any time, with or without reason and with or without notice, and the Caretaker's Platform permissions in respect of that property will cease immediately. Removal on the Platform does not by itself terminate any contract between the Caretaker and the Property Owner, and does not affect either party's accrued rights under it; the parties must settle those between themselves. A Caretaker may not be a tenant at a property where they are engaged as Caretaker, and must promptly disclose to the Property Owner any conflict of interest, including any personal, family, financial, or business relationship with a prospective or existing tenant, contractor or service provider at that property. Xelfcon is not liable for any loss, income, or expectation arising from removal or from the ending of any Caretaker engagement.

24. Caretaker Assumption of Risk

YOU ACKNOWLEDGE THAT ATTENDING, CHECKING, AND SERVICING RESIDENTIAL PROPERTY CARRIES INHERENT RISKS, INCLUDING RISKS OF PERSONAL INJURY, ILLNESS, EXPOSURE TO UNSAFE PREMISES, ANIMALS, HAZARDOUS SUBSTANCES, CONFRONTATION, ASSAULT, ALLEGATIONS OF MISCONDUCT OR THEFT, NON-PAYMENT, AND PROPERTY DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, YOUR ENROLMENT IN THE CARETAKER PROGRAM, AND EVERY ENGAGEMENT, ATTENDANCE, AND INTERACTION WITH ANY MEMBER, WHETHER ONLINE OR IN PERSON. YOU ARE RESPONSIBLE FOR ASSESSING THE SAFETY OF ANY PROPERTY OR TASK BEFORE ATTENDING OR UNDERTAKING IT AND

FOR DECLINING ANY ENGAGEMENT YOU CONSIDER UNSAFE.

25. Xelfcon Fees

We may charge fees for use of the Platform. Fees applicable to a transaction are disclosed before you confirm it. The principal fees are: Fee Amount Charged to and when Refundability Commitment Fee 5% of advertised rent (or as displayed) Renter, on submitting an Enquiry; holds the Unit and opens the Inbox Owned and retained by Xelfcon. Refundable only per the Refund Policy. Non-refundable once the Property Owner accepts the Renter Renewal Admin Fee 1% of renewal payment Deducted from a Tenant's renewal payment before the Property Owner's share is credited Non-refundable once the renewal payment is processed Promotion / advertising fees As displayed Property Owner, in advance of a campaign Non-refundable once a campaign has started, except for a confirmed Xelfcon system failure Payment processing charges As displayed As displayed at checkout or in wallet Generally non-refundable We may introduce, vary, or remove fees. Changes will be reflected in the app and will not apply retrospectively to transactions already confirmed before the change takes effect. If you do not accept a fee change, your remedy is to stop using the affected feature and, if you wish, to close your account.

26. Payment Processing, Balances and Holds

26.1 Payment partners

Payments are processed by third-party payment service providers, banks and financial institutions. You authorise us and those providers to charge your selected payment method for amounts you confirm in the app, and to process refunds, reversals, and adjustments in accordance with these Terms and the Refund Policy. Your use of a payment method may also be subject to that provider's own terms. We are not responsible for the acts, omissions, failures, downtime, charges, or fraud of any payment provider, bank, or card scheme.

26.2 Limited collection agency

Where we or our payment partners collect a Rental Payment from a Renter for onward credit to a Property Owner, we do so solely as a limited collection agent of the Property Owner for that purpose. Payment by a Renter of such an amount into the Platform discharges that Renter's obligation to the Property Owner in respect of that amount, to the extent of the amount received. Acting as a limited collection agent does not make Xelfcon a party to any Tenancy Arrangement, a trustee, an escrow agent, a fiduciary, a deposit-taker, or a provider of banking, payment, or money transmission services to you, and does not extend our role beyond the mechanical transmission of the sums concerned.

26.3 Pending and Main Balance; the Cooling-Off Period

Rental Payments are credited to the Property Owner's Pending Balance and held for seven (7) days. During that period the Property Owner may not withdraw them. If the Property Owner terminates the tenancy within that period, the Rental Payment is automatically refunded in full to the Tenant and is not transferred to the Main Balance. After the seven days, the amount moves to the Main Balance and becomes available for withdrawal, subject to any other clearance rules shown in the app, and ceases to be refundable through Xelfcon. Commitment Fees are not subject to the Cooling-Off Period.

26.4 Additional holds

We may place, extend, or release a hold on any amount, delay or suspend any payout, or reverse any credit where we reasonably believe it is necessary to investigate suspected fraud, misrepresentation, unauthorised use, breach of these Terms, a chargeback, a payment provider requirement, a sanctions or anti-money-laundering obligation, a court order, or a legal or regulatory requirement. We will act proportionately and will notify you unless prohibited from doing so.

26.5 No interest; not a bank

Amounts held on any Platform balance do not earn interest and are not deposits. Xelfcon is not a bank, deposit-taker, or licensed financial institution and does not provide banking or investment services.

27. Payouts and Withdrawals

Payouts are made only to a bank account or payout destination that you have added and that has been successfully verified, and are subject to our payout rules and to our payment partners' processing times, cut-offs, limits, and controls. You are solely responsible for the accuracy of the payout details you provide. We are not liable for funds misdirected because of details you supplied incorrectly, and recovery of such funds may not be possible. We may decline, delay, or reverse a payout for the reasons in Section

26.4. Currency conversion, where applicable, is carried out at a rate determined by us or our partners and may include a margin, which will be disclosed or reflected in the amount shown.

28. Refunds

Refunds are governed by the Xelfcon Refund Policy , which forms part of these Terms, together with any refund rules displayed at checkout for a particular transaction. Where the Refund Policy provides for a discretionary decision by Xelfcon, that decision is ours to make, acting reasonably and on the basis of the records available to us, including Inbox communications, transaction records, and information supplied by the Members concerned. Our decision on a refund does not determine any question of liability between Members, does not constitute a finding of fact or fault, and does not prevent either Member from pursuing the other.

29. Off-Platform Payment Rules

Rental Payments, Commitment Fees, renewal payments and promotion fees that the Platform is designed to process must be made through the Platform. You must not solicit, arrange, or make such payments off-platform in order to avoid fees, avoid verification, avoid holding periods, or for any other reason. Doing so is a breach of these Terms, forfeits the protection of the Cooling-Off Period and the Refund Policy, and is entirely at your own risk. Payments between a Property Owner and a Caretaker are the exception: they are always made off-platform, as set out in Section 22. Deposits, service charges, utility payments and any other amount not processed through the Platform are outside our systems and outside every protection described in these Terms.

30. Taxes

You are solely responsible for determining, reporting, collecting, remitting, and paying all taxes arising from your use of the Platform and from your arrangements with other Members, including income tax, capital gains tax, VAT, withholding tax, stamp duty, tenement rate, and any other levy. Xelfcon does not provide tax advice. Where required by law we may collect tax information from you, report information to a tax authority, or withhold amounts from payouts; if you do not provide documentation we determine to be sufficient, we may withhold payouts to the extent required by law until it is provided. Fees quoted may be exclusive of applicable taxes, which will be added and disclosed where required.

31. Chargebacks, Set-Off and Negative Balances

If a payment is reversed, charged back, or otherwise recalled after we have credited or paid it out, or if you owe us any amount under these Terms, we may recover that amount by deducting it from your Platform balance, from current or future payouts, or by charging your payment method, and we may pursue recovery by any other lawful means, including referral to a collections agency. You must not initiate a chargeback in respect of a payment for which a refund is available under the Refund Policy without first contacting support@xelfcon.com. Initiating a chargeback in bad faith is a breach of these Terms. You may not set off any amount you claim from another Member against any amount you owe us.

32. Platform Rules and Acceptable Use

You must follow these rules, and must not help or induce anyone else to break or circumvent them.

32.1 Act with integrity

Do not lie, misrepresent anything or anyone, impersonate another person, or use a false identity or false documents. Do not publish false, fabricated, exaggerated, stale, or misleading listings, photographs, specifications, prices, availability, profiles, reviews, or credentials. Do not advertise property you do not have the right to let, or collect Commitment Fees without a genuine intention to let. Be respectful. Do not harass, threaten, intimidate, stalk, defame, or abuse any person, on or off the Platform. Do not discriminate against any person on any ground protected by applicable law, including in listing, screening, accepting, refusing, pricing, terminating, or servicing. Do not attempt to evade enforcement of these Terms, for example by creating duplicate accounts or duplicate listings.

32.2 Do not compromise the Platform

Do not use bots, crawlers, scrapers, or other automated means to access, collect, or index data or content from the Platform. Do not hack, probe, remove, impair, or circumvent any security or technological measure protecting the Platform. Do not decompile, disassemble, or reverse engineer any part of the Platform, except to the extent this restriction cannot lawfully be imposed on you. Do not introduce malware, or take any action that could damage or adversely affect the operation of the Platform. Do not manipulate search ranking, recommendation, or verification systems.

32.3 Use the Platform only as authorised

Use another Member's personal information only as necessary for the transaction or arrangement you are conducting through the Platform, and in accordance with applicable data protection law.

Do not use the Platform, its messaging tools, or Member information to send unsolicited commercial messages. Do not circumvent Platform payment flows contrary to Section 29. Do not use, copy, display, mirror, or frame the Platform, its content, its branding, or its page layout or design without our written consent. Do not collect, aggregate, or resell Member data or listing data.

32.4 Honour your legal obligations

Comply with all laws applicable to you, including housing, tenancy, consumer protection, anti-discrimination, data protection, anti-money-laundering, and tax laws. If you provide us with another person's personal information, you must be authorised to do so, must do so lawfully, and you authorise us to process it in accordance with our Privacy Policy. Do not use the Platform for money laundering, terrorist financing, sanctions evasion, human trafficking, prostitution, or any other unlawful purpose.

33. Member Content and Licence

You retain ownership of your Member Content. By submitting Member Content you grant Xelfcon a non-exclusive, worldwide, royalty-free, sub-licensable and transferable licence to host, store, cache, reproduce, adapt, translate, format, display, distribute, transmit and otherwise use that Member Content for the purposes of operating, providing, securing, improving and promoting the Platform, in any media. This licence continues for as long as we need it for those purposes and, in respect of content already distributed or incorporated into records, after removal or account closure. You represent and warrant that you own your Member Content or are authorised to grant this licence, and that your Member Content does not infringe any third party's intellectual property, privacy, publicity, confidentiality or other rights, and does not breach any law. You are solely responsible and liable for your Member Content. Where Member Content includes personal information, we handle it in accordance with the Privacy Policy.

34. Xelfcon Intellectual Property

The Platform and all content made available through it other than Member Content, including software, source and object code, algorithms, models, databases, designs, layouts, interfaces, text, graphics, the Xelfcon name, logos, trade dress and trade marks (together, " Platform Content "), are owned by Xelfcon or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to download and use the Xelfcon application on your personal device and to access Platform Content made available to you, solely for your own use of the Platform as permitted by these Terms. All other rights are reserved. You may not remove, alter or obscure any proprietary notice, and may not use the Xelfcon name, logo, branding or any confusingly similar sign, domain name, handle or trade mark without our prior written consent.

35. Reporting, Moderation and Feedback

If you believe a Member, listing, message or item of content poses an imminent risk of harm to any person or property, contact the emergency services and local authorities first, then report it to us. You may report suspected breaches of these Terms to support@xelfcon.com. We will review reports we receive but, except where required by law, we are not obliged to take any particular action, to investigate, to act within any timeframe, or to report the outcome. If you send us ideas, suggestions or feedback about the Platform, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use them without obligation or compensation to you.

36. Disputes Between Members

XELFCON IS NOT RESPONSIBLE FOR, AND WILL NOT ADJUDICATE, RESOLVE, MEDIATE, ARBITRATE, GUARANTEE, INDEMNIFY, OR BECOME INVOLVED IN, ANY DISPUTE BETWEEN MEMBERS. THIS INCLUDES, WITHOUT LIMITATION, DISPUTES ABOUT: RENT, ARREARS, DEPOSITS, SERVICE CHARGES OR ANY OTHER MONEY; THE EXISTENCE, TERMS, VALIDITY, PERFORMANCE, BREACH, RENEWAL, VARIATION OR TERMINATION OF ANY TENANCY ARRANGEMENT; THE CONDITION, SAFETY, HABITABILITY, SIZE, LOCATION, AMENITIES OR DESCRIPTION OF ANY PROPERTY OR UNIT; POSSESSION, QUIET ENJOYMENT, HARASSMENT, EVICTION OR UNLAWFUL EVICTION; DAMAGE TO PROPERTY, LOSS OF BELONGINGS, OR PERSONAL INJURY; THE SELECTION, CONDUCT, COMPETENCE, HONESTY, ATTENDANCE OR PERFORMANCE OF ANY CARETAKER; THE ENGAGEMENT, REMOVAL, OR PAYMENT OF ANY CARETAKER; DISPUTES BETWEEN A CARETAKER AND A TENANT; AND ANY ALLEGATION OF MISREPRESENTATION, DECEIT, NEGLIGENCE, NUISANCE, TRESPASS, CONVERSION, OR CRIME BY ONE MEMBER AGAINST ANOTHER. You must pursue any such dispute directly with the other Member concerned and, where appropriate, through the courts, tribunals, regulators, or law enforcement agencies with jurisdiction. Where we hold records relevant to a dispute we may, at our discretion and where lawful, make them available to the Members concerned or to a competent authority. We may, entirely at our discretion, take administrative action on the Platform in response to a dispute, including suspending an account, removing a listing, or making a refund decision under the Refund Policy. Any such action is taken to protect the Platform and its Members. It is not an adjudication of the dispute, does not determine any question of legal liability, does not create any duty to act in the same way in any other case, and does not make us a party to the dispute.

37. Release and Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE XELFCON FROM ALL CLAIMS ARISING OUT OF YOUR DEALINGS WITH OTHER MEMBERS. YOU HEREBY RELEASE, AND COVENANT NOT TO SUE, XELFCON AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS AND PAYMENT PARTNERS (TOGETHER, THE "RELEASED PARTIES"), FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, PRESENT OR FUTURE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, RESTITUTION OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) ANY DISPUTE, DEALING, COMMUNICATION, TRANSACTION, MEETING, INSPECTION OR INTERACTION BETWEEN YOU AND ANY OTHER MEMBER, WHETHER OCCURRING ON THE PLATFORM, IN PERSON, OR BY ANY OTHER MEANS; (II) ANY TENANCY ARRANGEMENT, CARETAKING ENGAGEMENT, OR OTHER AGREEMENT BETWEEN MEMBERS; (III) THE ACTS, OMISSIONS, CONDUCT, HONESTY, COMPETENCE, SOLVENCY, IDENTITY, AUTHORITY, OR LEGAL COMPLIANCE OF ANY OTHER MEMBER, INCLUDING ANY PROPERTY OWNER, RENTER, TENANT, CARETAKER, OR CONTRACTOR ENGAGED BY THEM; (IV) THE CONDITION, SAFETY, LEGALITY, TITLE, DESCRIPTION, AVAILABILITY OR EXISTENCE OF ANY PROPERTY OR UNIT; (V) ANY PAYMENT MADE OR NOT MADE BETWEEN MEMBERS OFF THE PLATFORM, INCLUDING ANY PAYMENT TO OR FROM A CARETAKER; AND (VI) ANY LOSS ARISING FROM YOUR RELIANCE ON ANY LISTING, PROFILE, MESSAGE, RATE, RECOMMENDATION, VERIFICATION LABEL, OR OTHER INFORMATION SUPPLIED BY A MEMBER. YOU EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BENEFIT OF ANY STATUTE, RULE OR PRINCIPLE OF LAW THAT WOULD OTHERWISE LIMIT A GENERAL RELEASE TO CLAIMS WHICH THE RELEASING PARTY KNOWS OR SUSPECTS TO EXIST IN THEIR FAVOUR AT THE TIME OF THE RELEASE. YOU ACKNOWLEDGE THAT YOU MAY LATER DISCOVER FACTS DIFFERENT FROM OR ADDITIONAL TO THOSE YOU NOW KNOW OR BELIEVE TO BE TRUE, AND YOU AGREE THAT THIS RELEASE REMAINS FULLY EFFECTIVE NOTWITHSTANDING ANY SUCH DISCOVERY. Nothing in this Section excludes or limits: liability for death or personal injury caused by our negligence; liability for our fraud or fraudulent misrepresentation; any liability that cannot lawfully be excluded or limited; or any non-excludable statutory right you have as a consumer.

38. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND (AT OUR OPTION), INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, FINES, PENALTIES, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) YOUR BREACH OF THESE TERMS OR OF ANY DOCUMENT INCORPORATED INTO THEM; (II) YOUR MISUSE OF THE PLATFORM; (III) YOUR MEMBER CONTENT, INCLUDING ANY CLAIM THAT IT INFRINGES OR MISAPPROPRIATES THE RIGHTS OF A THIRD PARTY; (IV) ANY TENANCY ARRANGEMENT, CARETAKING ENGAGEMENT, LISTING, ENQUIRY, INSPECTION, OCCUPATION, SERVICE, REPAIR, OR OTHER DEALING YOU ARE INVOLVED IN, INCLUDING ANY INJURY, LOSS OR DAMAGE OF ANY KIND ARISING IN CONNECTION WITH IT; (V) YOUR BREACH OF ANY LAW, REGULATION, LICENSING REQUIREMENT OR THIRD-PARTY RIGHT, INCLUDING HOUSING, TENANCY, CONSUMER, ANTI-DISCRIMINATION, DATA PROTECTION, EMPLOYMENT, AND TAX LAW; (VI) YOUR FAILURE TO REPORT, COLLECT, WITHHOLD, OR REMIT ANY TAX; AND (VII) ANY CLAIM BROUGHT AGAINST A RELEASED PARTY BY ANOTHER MEMBER, AN OCCUPIER, A CONTRACTOR, A NEIGHBOUR, A REGULATOR, OR ANY OTHER THIRD PARTY IN RESPECT OF YOUR ACTS OR OMISSIONS. THIS INDEMNITY APPLIES REGARDLESS OF ANY NEGLIGENCE ALLEGED AGAINST A RELEASED PARTY AND HOWEVER THE CLAIM ARISES, EXCEPT TO THE EXTENT IT ARISES FROM THAT RELEASED PARTY'S OWN FRAUD, OR FROM LIABILITY WHICH CANNOT LAWFULLY BE EXCLUDED.

39. Disclaimer of Warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND XELFCON AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. IN PARTICULAR, AND WITHOUT LIMITATION: (I) WE DO NOT ENDORSE, VOUCH FOR, OR WARRANT THE EXISTENCE, IDENTITY, AUTHORITY, TITLE, HONESTY, SOLVENCY, CHARACTER, CONDUCT, COMPETENCE, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY MEMBER, PROPERTY, UNIT, LISTING, TENANCY ARRANGEMENT, CARETAKER, CONTRACTOR, OR THIRD PARTY; (II) WE DO NOT WARRANT THAT ANY INFORMATION PUBLISHED ON THE PLATFORM BY A MEMBER IS TRUE, ACCURATE, COMPLETE, CURRENT, OR LAWFUL; (III) WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED; (IV) WE DO NOT WARRANT THAT IDENTITY VERIFICATION, SCREENING, RECOMMENDATION, HOLDING, OR COOLING-OFF MEASURES WILL DETECT PAST MISCONDUCT, PREVENT FUTURE MISCONDUCT, OR PREVENT LOSS; (V) WE DO NOT WARRANT ANY LEVEL OF VISIBILITY, ENQUIRIES, OCCUPANCY, INCOME, HIRE REQUESTS, OR OTHER OUTCOME; AND (VI) WE DO NOT WARRANT THAT THE PLATFORM IS

SUITABLE FOR, OR COMPLIANT WITH THE LAW OF, ANY PARTICULAR JURISDICTION. Where applicable law confers rights, warranties or guarantees that cannot be excluded, those rights apply and, to the extent permitted, are limited in duration and remedy to the minimum permitted by that law.

40. Limitation of Liability

40.1 Excluded losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER XELFCON NOR ITS AFFILIATES, NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS OR PAYMENT PARTNERS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM, WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, REVENUE, RENT, INCOME, SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL, REPUTATION, ANTICIPATED SAVING, DATA, OR USE, OR FOR ANY LOSS ARISING FROM BUSINESS INTERRUPTION, SERVICE INTERRUPTION, SYSTEM FAILURE, COMPUTER DAMAGE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE PLATFORM OR ANY CONTENT; (III) ANY COMMUNICATION, INTERACTION, MEETING, INSPECTION OR DEALING YOU HAVE WITH ANY MEMBER OR ANY PERSON YOU ENCOUNTER THROUGH THE PLATFORM; OR (IV) THE PUBLICATION OF ANY LISTING, THE MAKING OF ANY ENQUIRY, THE FORMATION OR PERFORMANCE OF ANY TENANCY ARRANGEMENT OR CARETAKING ENGAGEMENT, OR THE PROVISION OR RECEIPT OF ANY SERVICE, WHETHER THE CLAIM IS FOUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND EVEN IF A LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

40.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR OUR OBLIGATION TO TRANSMIT OR REFUND AMOUNTS EXPRESSLY REQUIRED UNDER PART E AND THE REFUND POLICY, THE TOTAL AGGREGATE LIABILITY OF XELFCON AND THE RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR INTERACTION WITH ANY MEMBER, OR YOUR USE OF OR INABILITY TO USE THE PLATFORM, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES YOU PAID TO XELFCON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED POUNDS STERLING (GBP 100) OR ITS EQUIVALENT IN THE CURRENCY OF YOUR ACCOUNT.

40.3 Fundamental basis

The disclaimers, exclusions, releases, indemnities and limitations in Sections 37 to 40 are a fundamental basis of the bargain between you and Xelfcon and reflect a fair allocation of risk given that the Platform is provided for a limited fee and that Xelfcon does not control the properties, Members, or arrangements to which those risks relate. They apply even if a remedy fails of its essential purpose, and survive termination of these Terms.

40.4 Non-excludable liability

Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence; our fraud or fraudulent misrepresentation; any liability that cannot lawfully be excluded or limited under the law applicable to you; or, where you deal with us as a consumer, any statutory right you have that cannot be excluded. If applicable law does not permit some of the exclusions or limitations in this Section, they apply to you only to the extent permitted.

41. Term, Suspension and Termination

41.1 Term

These Terms take effect when you first access the Platform and remain in effect until terminated in accordance with this Section.

41.2 Termination by you

You may terminate this agreement at any time by closing your account through support@xelfcon.com. Closure does not release you from obligations accrued before closure, including payment obligations, or from obligations owed to other Members under any Tenancy Arrangement or engagement.

41.3 Termination and suspension by us

We may terminate this agreement and your account for any reason on thirty (30) days' notice to you. We may also suspend, restrict, or terminate your access immediately and without prior notice where: you breach these Terms or any incorporated document; you breach applicable law or a third party's rights; we reasonably believe you have engaged in fraud, misrepresentation, or dishonest conduct; you fail or refuse verification; we reasonably believe it is necessary to protect Xelfcon, other Members, or third parties; or we are required to do so by law, by a court, regulator or law enforcement body, or by a payment partner. If your account has been inactive for more than two (2) years we may close it on notice.

41.4 Measures short of termination

Where a breach is minor or where it is otherwise appropriate, we may instead take a lesser measure, such as removing or hiding a listing or item of content, limiting a feature, requiring re-verification, returning a Unit to the Marketplace, withholding a payout, or issuing a warning. Where practicable and appropriate we will give you notice and an opportunity to remedy. You may ask us to

review a measure by contacting support@xelfcon.com.

41.5 Effect of termination

On termination, your right to access the Platform ends immediately. Committed Units held by you as a Renter may be returned to the Marketplace and any refund treated in accordance with the Refund Policy. Amounts properly due to you will be paid subject to Sections 26 and 31 and to any lawful hold or set-off. You are not entitled to restoration of your account, your Workspace, your Tenant Hub, or your Member Content. You may not register a new account or use another Member's account to circumvent a suspension or termination.

41.6 Survival

Sections 1, 4, 12, 14, 17, 21, 22, 24, 26 to 31, 33, 34, and 36 to 47, together with any other provision that by its nature is intended to survive, will survive termination of this agreement.

42. Modification of These Terms

We may modify these Terms. When we make material changes, we will post the revised Terms on the Platform, update the "Last updated" date, and give you notice by email, in-app notification, or another method you have provided, ordinarily at least thirty (30) days before the change takes effect. Non-material changes and changes required by law may take effect immediately. If you do not agree to a revised version, you may terminate this agreement before it takes effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

43. Contracting Entities

Your contracting entity is determined by your country of residence or establishment, as set out in Schedule 1. If we identify a different Xelfcon entity in-app as responsible for a particular product, feature or transaction, that entity is your contracting entity for that product, feature or transaction. If your country of residence or establishment changes, your contracting entity and the applicable governing law will change accordingly from the date of that change.

44. Governing Law and Dispute Resolution

44.1 Informal resolution first

Before commencing any formal proceedings against us, you agree to contact support@xelfcon.com with a written description of the dispute, the relevant transaction or account references, and the outcome you seek, and to attempt in good faith to resolve the matter informally for a period of thirty (30) days. We agree to do the same before commencing proceedings against you. This requirement does not prevent either party from seeking urgent injunctive or interim relief, or from bringing a claim in a small claims court where available.

44.2 Members resident or established in Nigeria

If you reside or are established in Nigeria, you contract with Xelfcon Limited (RC 9720868). These Terms and any dispute arising out of or in connection with them, or your use of the Platform, are governed by the laws of the Federal Republic of Nigeria. Any dispute that is not resolved under Section 44.1 shall be referred to and finally resolved by arbitration under the Arbitration and Mediation Act 2023, before a sole arbitrator, with the seat of arbitration in Lagos, Nigeria, conducted in the English language. Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Section prevents either party from applying to the Federal High Court or a State High Court for interim or protective relief, and nothing in this Section limits any non- excludable right you have under the Federal Competition and Consumer Protection Act 2018 or any other applicable consumer protection law, including any right to complain to a regulator.

44.3 Members resident or established in the United Kingdom or elsewhere

If you reside or are established in the United Kingdom, or in any country other than Nigeria, you contract with Xelfcon Limited (company number 17356543, England and Wales). These Terms and any dispute arising out of or in connection with them, or your use of the Platform, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that: (i) if you are a consumer, you may bring proceedings in the courts of your place of residence, and we will bring proceedings against you only in the courts of your place of residence; and (ii) if you are a consumer, you retain the benefit of any mandatory consumer protection provision of the law of your country of residence that would otherwise apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

45. Waiver of Class and Representative Proceedings

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND XELFCON EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THAT NEITHER PARTY WILL BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, GROUP ACTION, REPRESENTATIVE ACTION, CONSOLIDATED PROCEEDING, OR CLASS-WIDE ARBITRATION AGAINST THE OTHER. AN ARBITRATOR OR COURT MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF A COURT OR ARBITRATOR FINALLY DETERMINES THAT THIS WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REMEDY, THAT CLAIM OR REMEDY ALONE SHALL BE SEVERED AND BROUGHT IN A COURT OF COMPETENT JURISDICTION, AND THE REMAINING CLAIMS SHALL PROCEED INDIVIDUALLY. THIS SECTION DOES NOT APPLY WHERE, AND TO THE EXTENT THAT, IT IS PROHIBITED BY THE LAW APPLICABLE TO YOU.

46. Miscellaneous

46.1 Entire agreement

These Terms, together with the documents incorporated by reference and any in-product disclosures, constitute the entire agreement between you and Xelfcon in relation to the Platform and supersede all prior understandings, representations and agreements, whether oral or written. Nothing in this Section limits liability for fraudulent misrepresentation.

46.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions shall continue in full force.

46.3 No waiver

A failure or delay by us to enforce any right or provision is not a waiver of it. Any waiver must be in writing and signed by us, and applies only to the instance specified.

46.4 Assignment

You may not assign, transfer, charge, or delegate these Terms or any right or obligation under them without our prior written consent. We may assign, transfer, or delegate these Terms and any right or obligation under them, in whole or in part, including to an affiliate or in connection with a merger, reorganisation, or sale of assets, on notice to you.

46.5 Third-party rights

Except that the Released Parties may enforce Sections 37, 38 and 40, these Terms do not confer any right or remedy on any person who is not a party to them, and the Contracts (Rights of Third Parties) Act 1999 does not apply to any other provision.

46.6 Notices

We may give you notice by email to the address on your account, by in-app notification, by SMS, or by any other contact method you have provided. You must give us notice by email to support@xelfcon.com. Notices are deemed received on the day of sending, or the next business day if sent outside business hours.

46.7 Third-party services

The Platform may link to or integrate with third-party websites, applications, maps, payment providers, communication providers, and other services, which are subject to their own terms and privacy practices. We do not control them, do not endorse them by linking to or integrating with them, and are not responsible or liable for them or for any content, product, or service they provide.

46.8 Force majeure

We are not liable for any delay or failure to perform resulting from circumstances beyond our reasonable control, including acts of God, natural disaster, flood, fire, epidemic or pandemic, war, terrorism, civil unrest, riot, government or regulatory action, sanctions, embargo, industrial action, failure of telecommunications, internet, power, banking or payment infrastructure, and cyber attack.

46.9 Language and interpretation

These Terms are drafted in English, and the English version prevails over any translation. Headings are for convenience only and do not affect interpretation. "Including" and "for example" are not words of limitation. "Will" and "shall" each connote an obligation.

46.10 App store terms

If you download the Xelfcon application from a third-party app store, you also agree to that store's applicable end user licence terms. The store operator is not a party to these Terms and has no obligation to provide support or maintenance for the application.

47. Contact

Questions about these Terms may be sent to support@xelfcon.com . We review requests and aim to respond within a reasonable time, ordinarily within one to two business days.