Contract

Preamble: This Contract sets out the terms of the agreement formed directly between the Customer and the Provider (an Individual Expert or a Firm). To regulate the contractual relationship between Users and Providers under the terms and conditions of this Contract, the Terms and Conditions, and the Platform’s policy, all in compliance with Applicable Law, in order to safeguard the rights and interests of the contracting Parties.

Xpertyy is not a party to this Contract. Xpertyy operates the Platform but does not provide the Consultation, does not supervise or control the Provider’s delivery of it, and gives no warranty as to its outcome or quality, nor gives any assurance of payment of the service charges or of the avoidance of delays in payments. Xpertyy is not liable for the formation, validity, performance, or breach of this Contract, or for any act, omission, advice, or conduct of the Customer or the Provider under it. Any dispute, claim, or liability arising from this Contract is between the Customer and the Provider only. Xpertyy supplies these default terms to provide the contracting Parties with a clear, fair basis for transacting; the Parties may supplement them only as the Platform permits. Xpertyy is not liable for any loss arising from a party’s use of, or reliance on, these default terms, or from any supplementary term a party adds. The Xpertyy Terms & Conditions and Data Privacy Policy also apply to each party in their dealings with the Platform. If there is any conflict between this Contract and the Terms & Conditions, the Terms & Conditions prevail as between Xpertyy and each party, without prejudice to the Customer’s and the Provider’s own arrangements between themselves under this Contract. For the avoidance of doubt, the Customer and the Provider acknowledge that Xpertyy may administer, manage and facilitate the operational aspects of the Consultation, including onboarding, booking administration, payment processing, customer support, complaint handling, dispute administration, account verification and Platform compliance, without becoming a party to this Contract or assuming responsibility for the performance of the Consultation itself. The Customer and the Provider acknowledge that communications relating to the operation of the Platform, bookings, cancellations, refunds, disputes, payments, onboarding, verification and customer support may be issued by Xpertyy through its official communication channels and shall form part of the operational administration of the Consultation. The Customer and the Provider further acknowledge that Xpertyy may establish and update reasonable operational procedures relating to the administration of the Platform, provided such procedures remain consistent with this Contract, the Terms & Conditions and applicable law.

1. Formation, Parties and Scope:

1.1 A binding Contract between the Customer and the Provider is formed only when both Parties have manifested mutual assent to the same essential terms, including by (a) signing the Contract (including electronic signature or other accepted electronic consent); or (b) confirming a booking through the Platform in accordance with Clause 1.2. The Provider named in the booking confirmation is the contracting party. Where the delivering individual is a member of a Firm, the Firm is the Provider unless the Contract expressly states otherwise.

1.2 The scope of the Consultation is as described on the Provider’s Platform listing and the booking (topic/category, format, duration, and price). Anything outside that scope is not included. Any dispute about whether a particular request falls within or outside the agreed scope is between the Customer and the Provider; Xpertyy is not liable for, and does not adjudicate, such disputes, without prejudice to the dispute support Xpertyy may provide under the Terms & Conditions.

1.2.1 Any requests to alter the agreed scope, duration, pricing, or nature of the Consultation after booking shall follow the procedures outlined in this Contract and the functionalities available through the Platform. These procedures and provisions shall work in conjunction with those specified in the Terms and Conditions. In case of any contradiction, the Parties agree that the more balanced clause shall take precedence over those favoring one Party over the other. Additionally, clauses with broader meaning shall prevail over those with narrower scope unless the narrower interpretation is the logical meaning in the context of that specific clause or provision.

1.2.2 The booking confirmation, appointment details and other records generated by the Platform shall serve as the official operational record of the Consultation unless proven otherwise by clear evidence, including but not limited to emails exchanged between the Parties, booking acceptance on either Party’s letterhead, or other legally recognized means under the applicable law of this Contract.

1.2.3 The scheduled date, time and duration of the Consultation shall be those recorded by the Parties via the Platform/emails exchanged at the time of booking or subsequently updated through the Platform or communicated via emails.

1.2.4 Where operational, technical, security or regulatory circumstances reasonably require, the Parties may request Xpertyy to modify administrative aspects of the Consultation, including meeting links, communication methods, scheduling arrangements or other operational details, provided such changes do not affect the agreed commercial terms between the Customer and the Provider (Scope of Services- Service Charges – Payment Terms and Deliverables Timeline); all these are excluded, and Xpertyy shall not interfere in these particular aspects.

1.2.5 The Customer and the Provider agree to use the Platform's designated communication channels for matters relating to booked Consultations wherever reasonably practicable; otherwise, they shall use the recorded email addresses to exchange communications or both communication methods

2. What the Consultation is — and is not

2.1 Independent service. The Provider delivers the Consultation as an independent professional/business, on its own account and responsibility, not as an employee or agent of Xpertyy in respect of the delivery of the Consultation. Xpertyy has no control over, and no liability for, how the Provider delivers the Consultation.

2.1.1 For the avoidance of doubt, this Clause does not affect Xpertyy's limited role as a disclosed agent of the Provider solely for the purposes of payment collection and tax invoicing, as set out in the Platform's Terms and Conditions. This limited agency role is confined exclusively to those functions and does not extend to the delivery, content, quality, or scope of the Consultation.

2.2 The Consultation is for general advice, guidance or opinion and is not a substitute for specific and particular industry-specialized professional advice. In regulated categories, the Consultation is limited as published (for example: general information about the law, not legal advice or representation; general health information, not diagnosis or treatment; general, educational financial information, not investment advice, recommendations or solicitations).

2.2.1 Before confirming a booking, the Customer is responsible for reviewing the Provider's profile, qualifications, consultation scope, pricing, duration and any other information made available through the Platform to determine whether the Consultation is suitable for the Customer's requirements.

2.2.2 The Consultation shall be limited to the scope, duration and format selected during the booking process. Any request for additional services or work beyond the agreed scope may require a separate booking or additional agreement between the Customer and the Provider.

2.2.3 The Provider may offer the scope of services or specific services strictly in accordance with the permitted services under the license issued by the relevant authority in the UAE or any other jurisdiction. The Provider must provide the services in the jurisdiction where the Customer is located and in the jurisdiction of the Services (where mandatory and applicable law imposes such an obligation). The scope of services must always be limited to the licensed services and the Customer's jurisdiction, as these are crucial in establishing the legitimacy of the Parties’ relationship. Additionally, if the Provider is licensed to offer general consultancy or other services, the Customer acknowledges this.

2.3 No professional relationship is formed through the Platform beyond what the law recognizes between the Customer and a duly licensed Provider acting within an authorized structure. No attorney–client, doctor–patient or adviser–client privilege attaches to communications on the Platform, and communications may be recorded (clause 6).

2.3.1 The Customer and the Provider acknowledge that the delivery of online Consultations depends upon internet connectivity, compatible devices and third-party technology services. Temporary technical interruptions do not automatically constitute a breach of this Agreement and shall be managed in accordance with the Platform's operational procedures, applicable policies and the terms and conditions stipulated hereunder.

3. Provider Obligations and Warranties

3.1 The Provider warrants and undertakes that it: (a) holds and maintains every License/permit/registration required under UAE law and/or other jurisdictions to deliver the Consultation services for an agreed upon service charges and, and (where employed) any required employer NOC; (b) is competent to deliver what it has offered, and will do so with reasonable skill and care, lawfully and professionally; (c) will deliver within the scope, format and time agreed; and (d) will keep Customer information strictly confidential as required by law and clause 6, save where disclosure is legally mandatory.

3.2 Firm. Where the Provider is a Firm, the Firm is the contracting party and is responsible for the delivery by its Member, warrants that the Member is authorized to deliver under the Firm’s License, and is the party paid for the Consultation.

3.3. The Provider shall perform the Consultation with reasonable skill, care, and professionalism, in accordance with the scope, format, duration, and schedule set out in the Contract, and in compliance with applicable law.

3.3.1 The Provider shall ensure that it has suitable equipment, internet connectivity and technical capability reasonably necessary to deliver the Consultation.

3.4 The Provider warrants that it is competent to provide the services it offers on the Platform, that the individual delivering the Consultation has the pre-requisite qualifications and experience represented in the Provider’s listing, and that the Consultation will be delivered in a lawful, professional manner consistent with prevailing industry standards.

3.4.1 The Provider shall ensure that all information displayed on the Platform, including qualifications, experience, licenses, availability, consultation scope and pricing, remains accurate and up to date throughout its use of the Platform.

3.4.2 The Provider shall maintain accurate availability and promptly update any circumstances affecting scheduled Consultations.

3.5 The Provider shall deliver only the services expressly described in the Contract in correspondence to the scope of work. Any additional services, deliverables, or changes to scope require the Customer’s prior written agreement and, where applicable, an agreed adjustment to fees and schedule.

3.5.1 The Provider shall respond to booking confirmations, Customer communications and reasonable operational requests from Xpertyy within the timeframes reasonably required for the proper administration of the Consultation.

3.6 The Provider warrants that the Deliverable and the provision of the Consultation do not infringe any thirdparty intellectual property rights. The Provider shall obtain all necessary licenses for thirdparty materials incorporated into any Deliverable and shall clearly identify any Background IP or thirdparty materials used.

3.7 The Provider shall maintain, at its cost, appropriate professional indemnity and other insurance cover reasonably required for the Services and shall comply with all tax and obligations arising from the provision of the Services.

3.7.1 The Provider shall promptly provide any updated licenses, permits, insurance certificates or other documents reasonably requested by Xpertyy for verification, compliance or operational purposes.

3.8 The Provider shall not subcontract the Contract, nor subcontract or delegate performance of the Consultation except as disclosed in the Provider’s listing or with the Customer’s prior written consent being obtained. Where subcontracting is permitted, the Provider remains fully responsible for the acts and omissions of its subcontractors.

3.9 Conflicts of interest. The Provider shall disclose any actual or potential conflict of interest that may reasonably be expected to affect the impartiality or quality of the Consultation prior to acceptance of the booking. The duty of disclosure is ongoing, and once the Provider becomes aware of or suspects any conflict of interest, it must immediately notify the Customer and discuss whether the contract should continue.

3.10 Platform Operational Standards: The Provider shall comply with reasonable onboarding requirements, operational procedures, quality standards and Platform policies communicated by Xpertyy from time to time, provided they remain consistent with this Agreement and the Terms & Conditions.

3.10.1 The Provider acknowledges that Xpertyy may monitor operational performance, including booking reliability, attendance, response times, customer feedback and complaint history, solely for the purposes of quality assurance, customer support, Platform integrity and operational improvement.

3.10.2 Where Xpertyy reasonably identifies operational or quality concerns, it may require the Provider to complete corrective actions, update profile information, provide additional documentation or comply with other reasonable operational requirements before continuing to receive bookings through the Platform.

3.10.3 The Provider shall not encourage or solicit Customers to arrange future consultations or payments outside the Platform where doing so would breach this Agreement, the Terms & Conditions or Platform policies.

4. Customer Obligations:

4.1 The Customer shall:

(a) provide accurate, complete, and up-to-date information relevant to the Consultation, including all facts, documents, and circumstances necessary for the Provider to deliver the Consultation, and promptly notify the Provider of any material change to that information before or during the Consultation; The Customer shall ensure that all information provided before placing or accepting any process accurately reflects the Consultation required

(b) attend the Consultation at the scheduled time via the means specified on the Contract and, in the absence of those specified in the Platform, ensure it has a stable internet connection, compatible device, and any software required to participate; The Customer acknowledges that failure to attend the Consultation within the applicable waiting period published by the Platform may constitute a no-show and may result in the consequences set out in the Refund Policy and Terms & Conditions.

(c) provide, where the Consultation is conducted remotely, a reasonably private and undisturbed environment appropriate to the nature of the Consultation;

(d) use the Consultation, and any advice, output, or materials provided during it, only for lawful purposes and in accordance with this Contract, the Platform's Terms & Conditions, and applicable law;

(e) pay the agreed price for the Consultation through the payment mechanism made available on the Platform, and not attempt to pay the Provider, or agree to pay the Provider, outside the Platform in respect of that Consultation or any related follow-up consultation;

(f) treat the Provider, and any personnel or representatives of the Provider, with courtesy and respect, and refrain from abusive, threatening, discriminatory, or harassing conduct;

(g) not record, photograph, screenshot, or otherwise capture any part of the Consultation without the Provider's prior written consent, except where the Platform's functionality itself creates a record (e.g., an automated session log) as disclosed in the Platform's Terms & Conditions;

(h) comply with any cancellation, rescheduling, and no-show policies made available on the Platform, and acknowledge that fees may apply in accordance with those policies.

4.1.1 The Customer shall cooperate with reasonable requests made by Xpertyy relating to customer support, booking administration, complaints, refund requests, payment inquiries, technical investigations and compliance with the Platform's operational procedures.

4.1.2 Where reasonably requested by Xpertyy, the Customer shall provide supporting information, documents, screenshots or other evidence required to investigate a complaint, dispute, refund request or technical issue within the timeframe specified by Xpertyy.

4.1.3 Where the Customer fails to provide the requested information within the specified timeframe, Xpertyy may determine the relevant operational matter based on the information available or close the request in accordance with the applicable Platform procedures.

4.1.4 The Customer shall monitor communications issued by Xpertyy relating to bookings, cancellations, refunds, disputes, payment matters, technical issues and other operational matters.

4.1.5 Requests relating to bookings, refunds, cancellations, disputes or customer support shall be submitted through Xpertyy's official support channels published on the Platform

4.2 Reliance and Regulated Advice Limits:

(a) The Customer acknowledges the limitations on the nature and scope of the Consultation set out in Clause 2.2, including that the Consultation may not constitute regulated advice, and that the Provider's guidance is provided based solely on the information the Customer discloses.

(b) The Customer is solely responsible for any decision it makes or action it takes (or omits to take) in reliance on the Consultation, and acknowledges that the Platform does not guarantee any outcome, result, or suitability of the advice for the Customer's specific circumstances as the Platform is not a party to the contractual relationship between the Customer and the Provider or Providers.

4.3 Non-Circumvention:

(a) The Customer shall not, for a period of [12] months following any Consultation booked through the Platform, engage, contract with, or make payment to the same Provider for related or follow-on services outside the Platform, other than through the Platform's booking and payment mechanisms.

(b) Any breach of Clause 4.3(a) may result in the Customer being liable to the Platform, as an intended third-party beneficiary of this clause, for the commission or fee that would otherwise have been payable to the Platform, in addition to any other remedies available to the Platform under the Platform's Terms & Conditions.

4.3.1 The Customer is strictly prohibited from using communications initiated through the Platform to facilitate off-platform bookings or payments in breach of this Contract and the Platform's Terms & Conditions.

4.4 Data and Materials Provided by the Customer: (a) The Customer warrants that any documents, data, or materials it shares with the Provider in connection with the Consultation do not infringe the intellectual property, confidentiality, or other rights of any third party, and that it has all necessary rights and consents to share such materials (including, where applicable, the personal data of third parties).

(b) The Customer shall not share, and the Provider shall not be obliged to review, any information that is unlawful, defamatory, or that the Customer is under a legal or contractual obligation to keep confidential vis-à-vis a third party.

4.4.1 The Customer shall not knowingly provide false, misleading or fraudulent information during onboarding, booking, payment, customer support, dispute resolution or refund processes.

4.5 Indemnity:

The Customer shall indemnify and hold harmless the Provider and the Platform from and against any claims, losses, liabilities, and costs arising out of: (i) inaccurate or incomplete information provided by the Customer under Clause 4.1(a); (ii) the Customer's breach of Clauses 4.3 or 4.4; or (iii) the Customer's unlawful use of the Consultation under Clause 4.1(d).

4.6 No Agency or Professional Relationship with the Platform:

The Customer acknowledges that the Platform is not a party to this Agreement, does not provide the Consultation, and that no professional, advisory, agency, or fiduciary relationship arises between the Customer and the Platform by virtue of this Agreement or the Customer's use of the Platform to book the Consultation.

4.6.1 The Customer acknowledges that operational decisions made by Xpertyy relating to bookings, customer support, dispute administration, payment processing, account verification and Platform administration are carried out in accordance with the Platform's Terms & Conditions and applicable policies and do not make Xpertyy a party to this Contract.

4.6.2 The above notwithstanding, the Customer acknowledges that Xpertyy acts in a limited disclosed agency capacity on behalf of the Provider solely for the purposes of payment collection and tax invoicing in accordance with the Platform's Terms and Conditions and applicable UAE VAT legislation. In this capacity, Xpertyy may issue invoices to the Customer that identify the Provider as the underlying supplier of the Consultation. This limited role does not create any professional, advisory, fiduciary, or general agency relationship between Xpertyy and the Customer beyond what is expressly stated in this sub-clause.

5. Price, Payment, Taxes and Payout:

5.1 The price for the Consultation is the amount displayed to the Customer at the time of booking, stated in AED ("Price"). Where the Provider is registered for VAT, the displayed price includes VAT at 5% as required by applicable UAE VAT legislation. Where the Provider is not VAT-registered, no VAT applies to the session fee. The Price is fixed at the point of booking and shall not be varied by the Provider except through a new booking. Payment shall be made exclusively through the payment processing functionality made available on the Platform via Stripe Connect (or such other payment processor as the Platform may adopt from time to time); The Customer shall not pay, and the Provider shall not request or accept payment from the Customer, directly or outside the Platform, in respect of the Consultation.

5.1.1 Payment confirmation issued by the Platform constitutes confirmation only that the applicable payment has been successfully authorized or processed through the Platform and does not, by itself, constitute confirmation that the Consultation has been completed or that either Party has fulfilled its contractual obligations.

5.1.2 Xpertyy may replace or introduce additional payment processors or payment methods from time to time without affecting the validity of this Contract.

5.2 Xpertyy collects the Price from the Customer and retains its Platform service fee/commission (governed separately under the Platform's Terms & Conditions), and remits the balance ("Provider Earnings") to the Provider as the paid party. Where the Provider is a Firm, Xpertyy remits Provider Earnings to the Firm; Xpertyy does not pay a Firm's Member directly, and the Firm is solely responsible for paying its Member in accordance with the arrangement between the Firm and its Member. Neither the Platform nor the Customer has any obligation, and assumes no liability, in connection with payment arrangements between a Firm and its Members.

5.2.1 Platform Wallet: Where Xpertyy makes a Platform Wallet available, promotional credits or other approved amounts (excluding refunds, which are made to the original payment method) may be credited to the Customer's Platform Wallet in accordance with the applicable Platform policies.

5.2.2 Promotional credits, vouchers or other incentives issued through the Platform remain subject to their applicable terms and conditions and are not redeemable for cash unless expressly stated otherwise.

5.2.3 For invoicing purposes, Xpertyy acts as a disclosed agent of the Provider in accordance with applicable UAE VAT legislation. Xpertyy will generate and issue the session invoice to the Customer on behalf of the Provider, identifying the Provider as the underlying supplier of the Consultation. Xpertyy will separately invoice the Provider for its commission and platform fees. The commission invoice is issued by Xpertyy in its own capacity and is not shared with or disclosed to the Customer.

5.3 If a payment fails, is declined, or is reversed (including by chargeback) after a Consultation has been delivered, the Customer remains liable to pay the Price, and the Platform may follow up with the Customer for collection of the outstanding charges, or the Provider may refer the matter for recovery in accordance with the Terms & Conditions.

5.3.1 Where a payment cannot be successfully authorized, captured, settled or verified, the Provider may contractually suspend or postpone the delivery of the Consultation until the payment issue has been resolved. Persistent failure permits the Provider to unilaterally cancel the booking for that particular service while the Contract remains in force.

5.4 Where a chargeback or payment dispute is raised via Stripe Connect in respect of a Consultation already delivered and consumed, the Provider acknowledges that Provider Earnings already released may be subject to reversal or clawback by the Platform pending resolution of that dispute, and the Provider shall cooperate with any evidence request from the Platform or Stripe in connection with such dispute.

5.4.1 The Customer and the Provider shall cooperate with Xpertyy in relation to any payment investigation, chargeback, payment dispute or suspected fraudulent transaction and shall provide any information reasonably requested by Xpertyy or the applicable payment processor.

5.4.2 Where any amount remains lawfully payable following a payment reversal, correction or chargeback, the responsible Party shall promptly pay the outstanding amount upon request.

5.4.3 Xpertyy may make reasonable administrative corrections to payment records where necessary to rectify technical errors, duplicate transactions or other operational inaccuracies, provided that such corrections are made in accordance with applicable law and the Platform's records.

5.5 Currency and Foreign Exchange “FX”:

The Price is denominated and charged in AED. Where the Customer's payment instrument is denominated in a different currency, any currency conversion and the applicable exchange rate and fees are determined by the Customer's card issuer or payment provider and are outside the Platform's and the Provider's control; neither the Platform nor the Provider is responsible for FX losses or fees arising from such conversion.

5.6 Taxes

The Provider is solely responsible for determining, declaring, and remitting any taxes, including VAT, applicable to its provision of the Consultation and its receipt of Provider Earnings. Nothing in this Agreement constitutes advice by the Platform on the Provider's tax position, and the Provider should obtain independent tax advice.

5.6.1 Where applicable, invoices, payment confirmations and transaction records may be issued electronically through the Platform or by other communication channels designated by Xpertyy.

5.6.2 The payment records maintained by Xpertyy shall constitute the primary operational record of payments processed through the Platform, subject to applicable law.

5.6.3 In connection with the agent-invoicing arrangement described in Clause 5.2.3, the Provider authorizes Xpertyy to generate and issue invoices and tax invoices to Customers on the Provider's behalf upon successful payment for the Consultation, including successful capture where applicable, without waiting for session completion, in accordance with applicable UAE VAT legislation.

5.6.4 The Provider shall not separately issue its own invoice or tax invoice to the Customer for the same Consultation in respect of which Xpertyy has issued an invoice on the Provider's behalf. The Provider shall retain a copy of each invoice issued by Xpertyy on its behalf for the Provider's own VAT compliance and record-keeping purposes.

6. Confidentiality, Recording and Data:

6.1 Each party will keep the other’s non-public information confidential and use it only for the Consultation, and shall use it solely for the purpose of the Consultation, except where (a) disclosure is required by law or permitted by the Customer, or competent court or authority, (b) made to that Party's professional advisors under a duty of confidentiality; or (c) expressly permitted in writing by the disclosing Party. Unless the Applicable Law provides for a longer duration, this obligation survives termination of this Agreement for a period of [5] years, save in respect of information that constitutes a trade secret, which shall be protected for so long as it remains confidential.

6.2 Recording.

1. The Consultation and related communications conducted through the Platform may be recorded, stored, and processed by the Platform for security, quality, dispute-resolution, regulatory and other purposes set out in the Data Privacy Policy. Recordings are not privileged. The Provider must not separately record without the Customer’s consent and a lawful basis. By booking or attending a Consultation through the Platform, the Customer and the Provider each consent to such recording as a condition of using the Platform's consultation functionality.
2. Recordings made by the Platform are business records of the Platform and are not privileged or confidential as between the Customer and Provider for purposes of any dispute between them, and may be disclosed by the Platform: (i) to either Party for the purpose of resolving a dispute or complaint relating to the Consultation; (ii) where required by law or a competent authority; or (iii) as otherwise set out in the Data Privacy Policy.
3. The Provider must not independently record the Consultation outside the Platform's own recording functionality without the Customer's prior informed consent and a lawful basis for doing so under applicable data-protection law, and shall be solely liable for any unlawful recording it makes, liabilities, damages, etc.
4. The Customer likewise must not independently record the Consultation without the Provider's prior informed consent, save where the Customer is recording solely for its own personal reference and such recording is lawful under applicable law; the Customer shall not publish, distribute, or share any such recording without the Provider's consent.

6.2.1 Operational Use of Recordings: The Customer and the Provider acknowledge that recordings, communications and other operational records maintained by Xpertyy may be reviewed by authorized Xpertyy personnel for customer support, complaint handling, dispute resolution, quality assurance, fraud prevention, operational monitoring, security, compliance and Platform improvement purposes, in accordance with the Data Privacy Policy and applicable law.

6.2.2 Subject to appropriate confidentiality safeguards and applicable law, Xpertyy may use anonymized recordings, communications or operational data for internal quality assurance, process improvement and staff training purposes.

6.3 Personal Data

Personal data disclosed or generated in connection with the Consultation is processed by the Platform in accordance with the Xpertyy Data Privacy Policy and applicable UAE data-protection law, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (as amended). Each Party shall comply with its own obligations as a controller or processor (as applicable) under that law in respect of personal data it handles in connection with the Consultation.

6.3.1 The Customer and the Provider acknowledge that booking records, payment records, communications, recordings, technical logs and other Platform records maintained by Xpertyy may be relied upon when administering bookings, resolving complaints, processing refunds and investigating disputes.

6.3.2 Communications exchanged through the Platform relating to bookings, customer support, cancellations, refunds, disputes and operational matters shall form part of the official operational record maintained by Xpertyy.

6.4 Cross-Border Transfer:

Where personal data is transferred outside the United Arab Emirates in connection with the Consultation (including where the Platform's service providers, such as its payment processor or cloud hosting provider, are located outside the UAE), such transfer shall be carried out in accordance with the safeguards set out in the Data Privacy Policy and applicable UAE data-protection law. Where the Customer or Provider transfers, discloses, or otherwise makes available personal data outside the UAE in connection with the Consultation, and such transfer is subject to the EU General Data Protection Regulation ("GDPR") or the data protection law of any other jurisdiction by virtue of that Party's own establishment, activities, or data subjects involved, that Party shall be solely responsible for ensuring its own compliance with such law, and neither the Platform nor the other Party (Customer or Provider, as applicable) makes any representation as to, or assumes any liability for, that Party's compliance with laws outside the UAE.

6.5 Data Breach Notification:

If a Party becomes aware of a breach, unauthorized access, or unauthorized disclosure affecting personal data or confidential information disclosed under this Agreement, it shall notify the Platform without undue delay, to enable the Platform to meet its own notification obligations under applicable law and the Data Privacy Policy.

6.5.1 The Customer and the Provider shall cooperate with Xpertyy in investigating any suspected security incident, data breach, unauthorized access or misuse of the Platform relating to the Consultation.

6.6 Return or Deletion:

On request, following completion of the Consultation, and subject to the Platform's and the Provider's own legal, regulatory, and record-keeping obligations, each Party shall delete or return confidential information of the other Party that is no longer required for the purposes set out in Clause 6.1.

6.6.1 Parties acknowledge Xpertyy’s right that, notwithstanding any deletion request between the Customer and the Provider, Xpertyy may retain Platform records, communications, recordings, payment information and operational data for legal, regulatory, audit, fraud prevention, customer support or operational purposes, in accordance with the Privacy Policy, applicable law, and industry practices.

7. Cancellation, refunds and re-performance

7.1 Customer Cancellations: As per Article 9.1 of the Terms and Conditions.

7.2 Service Issues: Where a Consultation is not delivered or cannot be completed as agreed, the Customer and the Provider shall request that Xpertyy administer the operational aspects of the matter in accordance with the Refund Policy, including rescheduling, re-performance, refunds or other actions available under this Contract, the Terms and Conditions and the Refund Policy.

7.2.1 The Customer and the Provider shall cooperate with reasonable requests made by Xpertyy in connection with complaints, refund requests, payment disputes, cancellations and investigations relating to the sessions.

7.2.2 The Customer and the Provider shall provide any information, documents or other evidence reasonably requested by Xpertyy within the timeframe specified by Xpertyy to facilitate investigation of operational matters.

7.2.3 Where either Party fails to provide the requested information within the specified timeframe, Xpertyy may determine the operational matter based on the information available.

7.2.4 Requests relating to cancellations, refunds, complaints or disputes must be submitted through Xpertyy's official support channels published on the Platform.

7.2.5 Xpertyy may administer the operational aspects of cancellations, refunds, complaints and disputes without becoming a party to the underlying contractual relationship between the Customer and the Provider.

7.2.6 Xpertyy may communicate requests for information, investigation updates, operational decisions and other support-related matters through any communication channel associated with the User's Platform account.

7.2.7 Where the Platform provides an internal review process, the Customer and the Provider agree to follow that process as further described in Clause 9.5.3 of the Terms & Conditions, before requesting further operational intervention, without prejudice to any rights available under applicable law.

7.3 Delivered Consultations: Services/Sessions that have been fully delivered shall generally not be eligible for refunds except as expressly provided under the Refund Policy or where required by applicable law.

7.4 Operational Procedures: Xpertyy may establish and update operational procedures relating to cancellations, refunds, complaint handling and dispute administration, provided such procedures remain consistent with this Agreement, the Terms & Conditions, the Refund Policy and applicable law.

8. Intellectual Property of Deliverables:

Work Product" means any specific, identifiable output that the Provider creates for and delivers to the Customer as part of the Consultation, such as a written report, document, template, drawing, code, or similar tangible deliverable as distinct from the oral or written advice, guidance, or information communicated during the Consultation itself, which is addressed in Clause 8.4.

"Background Materials" means any methodology, template, tool, framework, know-how, pre-existing content, or other material that the Provider owned, developed, or had rights to before the Consultation, or that the Provider develops independently of the Consultation, and which is incorporated into or used to create the Work Product.

8.1 Ownership of Work Product:

Subject to Clause 8.2, ownership of the intellectual property rights in the Work Product passes to the Customer upon receipt by the Provider of full payment of the Price for the Consultation, unless the Provider and Customer expressly agree otherwise in writing before the Consultation is booked. Until full payment is received, all rights in the Work Product remain vested in the Provider, and the Customer's use of any Work Product provided prior to full payment is limited to internal review only.

8.1.1 The Customer and the Provider acknowledge that Xpertyy does not determine, verify, or adjudicate ownership of any intellectual property or Work Product.

8.2 Background Materials:

Background Materials remain the sole property of the Provider at all times, whether or not incorporated into a Work Product. The Provider grants the Customer a non-exclusive, perpetual, royalty-free, non-transferable license to use, reproduce, and adapt the Background Materials solely: (a) as incorporated into the delivered Work Product; and (b) to the extent reasonably necessary for the Customer to use, exploit, and modify the Work Product for its own internal business purposes. This license does not permit the Customer to extract, repackage, sublicense, resell, or distribute the Background Materials on a standalone basis, or to use them to create a competing product or service.

8.3 Third-Party and Warranty:

The Provider warrants that: (a) it has the right to grant the license in Clause 8.2 and to transfer ownership under Clause 8.1; (b) the Work Product, to the best of the Provider's knowledge, does not infringe the intellectual property rights of any third party; and (c) where the Work Product incorporates any third-party material (including open-source components or materials licensed to the Provider), the Provider shall disclose this to the Customer and confirm the terms on which the Customer may use that material. The Provider shall indemnify the Customer against any claim that the Work Product infringes a third party's intellectual property rights, save to the extent such claim arises from the Customer's modification of the Work Product or its combination with materials not supplied by the Provider.

8.3.1 Where a complaint is raised regarding a Work Product or Deliverable, Xpertyy may request information or supporting evidence from the Customer and the Provider for the purposes of customer support, operational review or dispute administration.

8.4 Advice and Information Shared During the Consultation:

The substance of any advice, opinion, or information shared orally or in writing during the Consultation (as distinct from a Work Product) is provided for the Customer's own internal use and reliance, subject to Clause 4.2 (reliance and regulated-advice limits). Neither Party acquires any intellectual property rights in the other Party's underlying knowledge, expertise, methodology, or Background Materials by virtue of the Consultation, beyond the limited license in Clause 8.2.

8.4.1 Where Deliverables are uploaded or exchanged through the Platform, Xpertyy may retain copies in accordance with its Privacy Policy and applicable law for operational, security, customer support, audit and dispute resolution purposes.

8.4.2 Xpertyy may restrict access to uploaded content where reasonably necessary to comply with applicable law, protect Platform security, investigate complaints or comply with legal obligations.

8.5 Provider's Right to Reference Experience:

Notwithstanding Clause 8.1, the Provider may retain and refer to its general experience, skills, and know-how gained in performing the Consultation, and may, subject to Clause 6.1 (confidentiality), reference the general nature of the engagement (e.g., industry and type of service provided) for portfolio, marketing, or business development purposes, provided that the Provider does not disclose the Customer's confidential information or reproduce the Work Product itself without the Customer's prior written consent.

9. Liability between The Parties (Customer and Provider)

9.1 The Provider is responsible for the Consultation it delivers and for its compliance with law and professional standards. The Customer is responsible for its own use of, and decisions based on, the Consultation, while Xpertyy is not a party to this Contract and is not liable for any matter arising under it or the Consultation, as further set out in the Terms & Conditions.

Without limiting the foregoing, Xpertyy is not liable for: (a) the content, accuracy, or outcome of any Consultation; (b) a Provider’s qualifications, License status, or conduct; (c) a Customer’s use of, or reliance on, a Consultation; (d) any dispute, breach, or non-performance as between the Customer and the Provider under this Contract; or (e) any loss arising from a party’s reliance on the default terms of this Contract. Each of the Customer and the Provider shall indemnify and hold Xpertyy harmless against any claim, loss, fine, penalty, or liability Xpertyy incurs arising out of or in connection with this Contract or the Consultation to which it relates, save to the extent directly caused by Xpertyy’s own fraud or gross negligence.

9.1.1 Operational Administration: The Customer and the Provider acknowledge that Xpertyy may administer bookings, payments, customer support, complaint handling, dispute administration, account verification and other operational aspects of the Platform without becoming liable for the performance or outcome of the sessions.

9.1.2 Any operational action taken by Xpertyy, including account verification, booking administration, cancellation processing, refund administration, dispute support or enforcement of Platform policies, shall not constitute acceptance of contractual liability for the session itself.

9.1.3 Customer support assistance provided by Xpertyy is intended solely to facilitate the operation of the Platform and shall not constitute legal, professional or technical advice relating to the session.

9.1.4 Xpertyy may rely upon Platform records, booking history, communications, recordings, payment records and technical logs when administering operational matters relating to this Agreement.

9.1.5 The Customer and the Provider shall cooperate with reasonable requests made by Xpertyy relating to operational investigations, complaints, payment disputes or regulatory compliance.

9.2 To the maximum extent permitted by applicable law, each party’s liability to the other under this Contract is limited to the price paid for the relevant Consultation, and neither party is liable for indirect or consequential loss. Nothing excludes liability that cannot be excluded under UAE law, including for death or personal injury caused by negligence, fraud, or gross negligence, or any non-excludable consumer right.

9.2.1 The Customer and the Provider acknowledge that communications issued by Xpertyy relating to bookings, payments, disputes, refunds, customer support or Platform administration are operational communications only and do not amend the contractual rights and obligations between the Customer and the Provider.

10. Term, Suspension, and Governing Law:

10.1 Termination for Breach Either the Customer or the Provider may terminate this Contract by written notice to the other if the other Party commits a breach of this Agreement and fails to remedy that breach within [7] days of being notified in writing of the breach.

10.2 Termination for Convenience:

(a) The Customer may terminate this Contract at any time, for any reason or no reason, by written notice to the Provider.

(b) On termination under this Clause 10.2, payment and refund treatment shall be governed by Clause 5 and the Refund Policy.

(c) Any approved refund shall be for the full amount paid for the affected Consultation.

(d) This Clause 10.2 is without prejudice to any cancellation or no-show fee that may separately apply under Clause 7.1 in respect of a cancellation occurring before any work has commenced.

10.3 Immediate Termination:

Either Party may terminate this Contract with immediate effect, by written notice, without any obligation to pay for future Consultations not yet commenced, if the other Party:

(a) commits any act of fraud, dishonesty, or willful misconduct in connection with the Consultation or this Agreement;

(b) ceases to hold, or has suspended or revoked, any license, registration, or authorization required by law or by the Platform's activation requirements to provide or receive the Consultation;

(c) becomes subject to any insolvency event, including the appointment of a liquidator, receiver, or administrator, entering into any arrangement with creditors, ceasing to carry on business, or any equivalent event under applicable UAE law; or

(d) is suspended or permanently removed from the Platform by Xpertyy for a reason set out in Article 12 (Suspension and Termination) of the Terms & Conditions that, in the terminating Party's reasonable opinion, makes continued performance of this Agreement impossible or unsafe. Where this Clause 10.3 is invoked, payment and refund treatment shall be governed by Clause 5 and the Refund Policy. No payment shall be due to the Provider for a Consultation where termination arises from the Provider's own fraud under Clause 10.3(a).

10.4 Effect of Termination: Termination of this Contract under this Clause 10 does not affect any rights or liabilities accrued as at the date of termination, including any accrued payment obligation under Clause 5, 10.2, or 10.3, or any intellectual property rights vested under Clause 8. Clauses 5.8 (Taxes), 6 (Confidentiality, Recording and Data), 8 (Intellectual Property of Deliverables), and 9 (Liability between the Parties) shall survive termination of this Contract.

10.4.1 The Customer and the Provider shall continue to cooperate with Xpertyy following termination where reasonably necessary to complete payment processing, refunds, complaint investigations, legal obligations or regulatory compliance relating to the session/services.

10.5 Governing Law and Dispute Resolution. This Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), are governed by the laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi, excluding the laws of the (ADGM). The onshore courts of Abu Dhabi (excluding ADGM Courts) have exclusive jurisdiction to determine any dispute arising out of or in connection with this Contract. This clause governs disputes between the Customer and the Provider; it does not apply to any claim against Xpertyy, which is governed by the Terms & Conditions.

10.5.1 The Customer and the Provider acknowledge that suspension or restriction of Platform access by Xpertyy under the Terms & Conditions may affect the performance of this Agreement where continued use of the Platform is necessary for the delivery of the session.

10.6 Entire Agreement & Order of Precedence.

This Agreement, together with the Platform listing and booking details for the relevant Consultation, constitutes the entire agreement between the Customer and the Provider in respect of that Consultation, and supersedes any prior discussions or representations between them on that subject matter.

Both this Agreement and the Platform's Terms & Conditions apply concurrently, and the Customer and Provider shall interpret them consistently with one another wherever possible. In the event of a genuine, irreconcilable conflict:

(a) the Terms & Conditions shall prevail on any matter concerning access to, or use of, the Platform, including account status, payment processing mechanics, and Platform-level suspension or termination of access under Clause 10.5.1 above; and

(b) this Agreement shall prevail on any matter concerning the substantive Customer-Provider relationship, including the scope of the Consultation, intellectual property in the Work Product, and termination of the Customer-Provider relationship under Clauses 10.1 to 10.3.

10.6.1 Parties to this Contract acknowledge that Xpertyy may introduce new Platform functionality, communication methods, payment methods, operational workflows or technical features from time to time, provided such changes do not materially alter the contractual rights of the Customer and the Provider under this Agreement.

10.6.2 The Customer and the Provider acknowledge that this Agreement should be read together with the Platform's Terms & Conditions, Refund Policy and Privacy Policy, each of which governs specific aspects of the operation of the Platform.

10.7 Updates. The default terms of this Contract may be updated by Xpertyy from time to time on the same basis as the Terms & Conditions; the version in force at the time of booking applies to that Consultation. Any supplementary term a party adds, where permitted by the Platform, must be agreed between the Customer and the Provider before the Consultation is delivered.

10.8 Assignment. Neither the Customer nor the Provider may assign or transfer its rights or obligations under this Contract without the other Party’s prior written consent, except that a Firm may transfer the Contract internally among its authorized Members in accordance with the Terms & Conditions.

10.9 Notices. Notices between the Customer and the Provider in connection with a Consultation should be given through the Platform’s messaging function to ensure a clear record; notices to Xpertyy must be given in accordance with the Terms & Conditions.

10.9.1 Xpertyy may communicate operational notices, booking updates, payment notifications, refund decisions, technical instructions, verification requests and other administrative communications through any communication channel associated with the User's Platform account.

10.9.2 Platform records maintained by Xpertyy, including booking history, payment records, communications, recordings and technical logs, may be relied upon when administering the operational aspects of this Agreement.

10.9.3 Any operational assistance, administrative support or dispute facilitation provided by Xpertyy shall not be interpreted as legal advice, professional advice or acceptance of contractual responsibility under this Agreement.

11. Formation:

This Agreement is formed, and becomes valid and binding as between the Customer and the Provider, upon signature or electronic acceptance of this Agreement by both the Customer and the Provider, in accordance with Clause 11 (the "Formation Date"). From the Formation Date, the Customer and the Provider are bound by this Agreement, including Clause 6 (Confidentiality, Recording and Data) and Clause 8 (Intellectual Property), whether or not any Consultation has yet been booked.

11.1 Platform Records of Acceptance: The Customer and the Provider acknowledge that Xpertyy's electronic records, including account registration, booking confirmations, electronic acceptance records, timestamps and system logs, may be relied upon by Xpertyy as evidence of the formation and acceptance of this Agreement, subject to applicable law.

12. Effective Date:

The obligations of the Customer and the Provider in respect of a specific Consultation, including the obligations under Clauses 4, 5, 7, 9, and 10, become effective upon the Customer booking that Consultation through the Platform and both Parties agreeing to proceed with its execution (the "Effective Date" for that Consultation). Where the Customer and the Provider enter into multiple Consultations under this Agreement, each Consultation has its own Effective Date, and this Agreement continues to govern each such Consultation without requiring re-signature or re-acceptance of this Agreement itself, UNLESS THE CIRCUMSTANCES REQUIRE OTHERWISE.

12.1 The Customer and the Provider acknowledge that Xpertyy may issue operational communications relating to the formation, booking, scheduling, payment, cancellation or administration of this Contract through the communication channels associated with their Platform accounts.

13. Pre-Effectiveness Obligations:

For the avoidance of doubt, the Customer's and Provider's obligations of confidentiality under Clause 6.1, and their respective intellectual property obligations under Clause 8 in respect of any materials or information exchanged before a Consultation is booked (including during scoping, discussion, or negotiation of a potential Consultation), apply from the Formation Date and are not conditional upon any Consultation reaching its Effective Date. If no Consultation is ever booked following Formation, this Agreement shall continue to bind the Customer and the Provider solely in respect of Clauses 6, 8, and this Clause 13, until such obligations expire or are released in accordance with their own terms.

13.1 Platform Administration During Pre-Consultation Stage: Before the Effective Date of a Consultation, Xpertyy may provide onboarding assistance, booking administration, technical support, customer support, verification services and other operational assistance without becoming a party to this Agreement.

13.2 Any questions, complaints or operational requests arising before the Effective Date of a Consultation should be submitted through Xpertyy's official support channels published on the Platform. 13.3 Communications, uploaded documents, booking requests and other Platform records created before the Effective Date may be retained by Xpertyy for onboarding, customer support, operational, legal and regulatory purposes in accordance with the Privacy Policy and applicable law.

13.4 Xpertyy may establish and update reasonable operational procedures governing onboarding, account activation, booking administration, customer support and other pre-consultation activities, provided such procedures remain consistent with this Agreement, the Terms & Conditions and applicable law.