STANDARD TERMS AND CONDITIONS OF SALE

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1. Definitions

'Agreement' means any Service Agreement, Statement of Work, Proposal, or Purchase Order incorporating these

Terms. 'Client' means the entity purchasing XRERO's products or services. 'Services' means software, consulting,

implementation, support, or training provided by XRERO. 'Deliverables' means any work product produced under the

Agreement. 'Fees' means all amounts payable as set out in the Agreement or applicable invoice. 'XRERO' means

XRERO and its affiliates, registered and operating in Dubai, United Arab Emirates.

2. Scope and Acceptance

These Terms apply to all sales of XRERO products and services and form an integral part of every Agreement.

Acceptance of any quotation or delivery of services constitutes unconditional acceptance of these Terms. Any terms

proposed by the Client are expressly rejected unless explicitly agreed in writing by an authorised XRERO

representative. In any conflict between these Terms and a specific Agreement, the Agreement prevails to the extent of

the inconsistency.

XRERO · Standard Terms and Conditions of Sale Page 2 of 4

© 2025 XRERO · Dubai, United Arab Emirates · www.xrero.com Confidential

3. Payment Terms

All invoices are due and payable within 21 working days from the invoice date unless otherwise agreed in writing.

Fees are exclusive of applicable taxes, duties, and levies. Bank transfer charges are the Client's sole responsibility.

XRERO reserves the right to revise Fees upon 30 days' written notice.

Late Payment: Overdue balances accrue interest at 10% per annum calculated on a daily basis from the due date.

XRERO may suspend or terminate Services without prior notice until full payment including accrued interest is

received. The Client shall bear all reasonable collection and legal costs arising from recovery of overdue amounts.

4. Debt Recovery

If any invoice remains unpaid for more than 60 days after its due date, XRERO may refer the debt to a third-party

recovery agency and/or initiate legal proceedings. All agency fees, court costs, and legal fees are borne exclusively by

the Client. Partial payments are applied first to accrued interest, then to recovery costs, then to the principal.

5. Taxes and Withholding

All invoices are payable in full and without any deduction. Where the Client's jurisdiction requires withholding tax, the

Client must gross up the payment so that XRERO receives the full invoiced amount net of such deduction and provide

XRERO with official documentation of the tax paid. XRERO shall never bear the cost of any taxes, duties, or levies

imposed by the Client's jurisdiction.

6. Provision of Services

XRERO shall use commercially reasonable efforts to deliver Services professionally and on schedule. All obligations

are obligations of means, not obligations of result. No specific business outcomes, financial results, or performance

metrics are guaranteed unless expressly warranted in writing. The Client shall provide timely access to systems,

personnel, and data required for delivery. Delays caused by the Client do not affect XRERO's contractual timelines or

obligations. XRERO shall not be named as a party to any dispute between the Client and its customers or third parties.

7. Intellectual Property

All Intellectual Property Rights in XRERO's products, platforms, methodologies, and tools remain XRERO's exclusive

property. Subject to full payment of all applicable Fees, XRERO grants the Client a limited, non-exclusive,

non-transferable licence to use Deliverables solely for internal business purposes during the Agreement term. The

Client shall not copy, reverse-engineer, sub-licence, or resell any XRERO product or Deliverable without prior written

consent.

8. Confidentiality

Both parties agree to keep all Confidential Information strictly confidential, not disclose it to third parties without prior

written consent, and use it solely to perform Agreement obligations. These obligations survive termination for 5 years.

Exceptions apply for information already in the public domain, independently developed, or required to be disclosed by

applicable law or court order provided prompt written notice is given to the other party.