Standing Introduction Agreement

1.1 "Xplor" means xplorVR Media Group - FZCO (License No. 29758), a Freezone Company registered in Dubai Silicon Oasis (IFZA) under the Dubai Integrated Economic Zones Authority, United Arab Emirates.

1.2 "The Professional" means the brokerage, central agency, charter management company or licensed individual identified in the executed signature block, together with its employees, contractors, affiliates and any entity under common control.

2.1 Xplor operates a technology platform through which charter clients and buyers discover vessels and submit enquiries. Where Xplor passes such a person to the Professional, Xplor makes an Introduction. This Agreement sets out the terms on which Introductions are made and paid for.

2.2 Xplor is not a broker. Xplor holds no brokerage licence, does not negotiate terms, does not set price, does not handle client funds, is not a party to any Transaction, and does not act as agent for the client, the owner, the Professional or any other person. This clause prevails over any contrary implication elsewhere in this Agreement.

2.3 Xplor's role is limited to identifying a prospective client and passing that person to the Professional. Qualification, negotiation, contracting, payment, delivery and performance are the Professional's responsibility alone.

2.4 Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency or fiduciary duty. Neither party may bind the other.

2.5 This Agreement is non-exclusive. Xplor may introduce the same client to other Professionals in respect of different vessels or requirements, and the Professional is free to obtain business from any other source.

"Introduction" means the passing by Xplor to the Professional of the identity and contact details of a prospective charter client or buyer who originated on the Xplor platform, recorded in accordance with Section 4. For the avoidance of doubt, the Introduction is of the client. Xplor makes no Introduction, and no Introduction Fee arises, where Xplor surfaces a vessel, a listing, a service provider or another professional to the Professional, or where the Professional finds a vessel through Xplor and approaches its central agent through normal industry channels.

"Registered Client" means the natural or legal person named in an Introduction Record, together with any person chartering or purchasing on their behalf or at their direction, including a spouse, family member, employee, adviser, family office, corporate vehicle, trust or nominee acting for the same beneficial party.

"Introduction Record" means the electronic record generated by Xplor at the moment of Introduction, comprising the Registered Client's name, the requirement described, the date and time of Introduction, and the identity of the recipient.

"Qualifying Transaction" means a completed charter or completed sale involving a Registered Client, entered into during the Tail Period, whether or not the vessel, dates, price or structure differ from those originally described, and whether or not concluded through the Xplor platform.

"Tail Period" means twelve (12) months from the date of Introduction for charter, and twenty-four (24) months for sale. The period restarts on each subsequent Qualifying Transaction with the same Registered Client.

"Charter Fee" means the gross charter hire payable by the client, excluding APA, VAT, delivery and redelivery fees, and expenses.

"Sale Price" means the gross purchase price payable for the vessel as stated in the memorandum of agreement or equivalent sale contract, excluding VAT, registration fees, delivery, and any separately contracted refit or works.

4.1 The Professional will receive no client contact details until this Agreement has been executed. Execution is free and is not conditional on any subscription, payment or spend.

4.2 On each Introduction, Xplor will generate an Introduction Record and deliver it to the Professional by email at the notice address, at or before the moment contact details are released.

4.3 The Professional has five (5) business days from receipt to dispute an Introduction Record in writing, on the sole ground that the Professional had a pre-existing, documented and substantive relationship with that client in respect of the same requirement. A dispute must be accompanied by contemporaneous evidence predating the Introduction. If no dispute is raised within that period, the Introduction Record is agreed between the parties.

4.4 The Professional may decline any Introduction within the same five business days, in which case no fee is or becomes payable and the Introduction lapses.

4.5 Introduction Records are the primary evidence of Introduction. Xplor will retain them for the Tail Period plus three years.

5.1 Licensing. The Professional warrants that it holds all licences, registrations and authorisations required to conduct brokerage or central agency business in every jurisdiction in which it acts, and will notify Xplor promptly if any lapses, is suspended or is revoked.

5.2 Notification. The Professional will notify Xplor in writing within fifteen (15) days of a Qualifying Transaction being signed, stating the Registered Client, the vessel, the dates or completion date, and the Charter Fee or sale price. This applies whether or not the transaction was concluded through the Platform.

5.3 No circumvention. The Professional will not, and will procure that its employees, contractors and affiliates do not, structure, route, assign, delay or characterise any transaction with a Registered Client with the purpose or effect of avoiding an Introduction Fee. This includes concluding the transaction through a different entity, individual, sub-agent or connected party.

5.4 Client care. The Professional will respond to an Introduction within two business days, will deal with the client professionally, and will not represent to the client that Xplor is the broker, seller, operator or a party to the transaction.

5.5 Data protection. On receipt of client contact details the Professional becomes an independent controller of that personal data and is responsible for its own compliance with the UAE PDPL, the EU GDPR and any other applicable regime, including providing its own privacy notice. The Professional will use the data solely to pursue the requirement described in the Introduction Record and will not add the client to marketing lists without its own lawful basis.

6.1 An Introduction Fee is payable on each Qualifying Transaction, calculated in accordance with Schedule 1.

6.2 The Introduction Fee is payable by the Professional and is never deducted from the client, from the owner, or from any other party's earnings. The Professional's own fee arrangements, including standard MYBA terms, are unaffected by this Agreement.

6.3 No fee is payable where the transaction does not complete, where a charter is cancelled and no hire is retained by the owner, where the Introduction was declined or successfully disputed under Section 4, or where the transaction falls outside the Tail Period.

6.4 Where a charter is cancelled but the owner retains hire, the Introduction Fee is calculated on the amount actually retained.

6.5 Xplor will invoice within thirty (30) days of notification or of otherwise becoming aware of a Qualifying Transaction. Invoices are payable within thirty (30) days. Overdue amounts carry interest at 4% above the European Central Bank main refinancing rate.

6.6 All amounts are exclusive of VAT and any other applicable tax.

6.7 Xplor may vary Schedule 1 on ninety (90) days' written notice. A variation does not apply to Introductions already made.

7.1 The Professional acknowledges that Xplor may contact a Registered Client directly to confirm whether a transaction proceeded, with whom, and on what dates. The Professional will not discourage, obstruct or instruct a client against responding.

7.2 The Professional will maintain complete records of all dealings with Registered Clients for the Tail Period plus two years.

7.3 On thirty (30) days' written notice, and no more than once in any twelve-month period unless a breach has been identified, Xplor may appoint an independent accountant to inspect those records solely to verify compliance with clauses 5.2 and 5.3. The accountant will report only whether Introduction Fees have been correctly declared and paid, and the amount of any shortfall.

7.4 Audit costs are borne by Xplor, unless the audit reveals an underdeclaration exceeding five per cent (5%) of Introduction Fees properly due in the period, in which case the Professional bears the reasonable cost in addition to the shortfall and interest.

8.1 Where a Qualifying Transaction is not notified under clause 5.2 and Xplor establishes it by other means, the Introduction Fee remains payable in full together with interest from the date of signature.

8.2 A deliberate breach of clause 5.3 entitles Xplor to the Introduction Fee that would have been payable, plus a further amount equal to that fee as liquidated damages, the parties agreeing this is a genuine pre-estimate of the loss caused by circumvention and of the cost of detecting it.

8.3 Xplor may suspend further Introductions immediately, and terminate this Agreement, on any material breach.

9.1 Xplor will pass Introductions to the Professional in good faith and will maintain accurate Introduction Records.

9.2 Xplor gives no warranty as to the volume, frequency, quality, creditworthiness, seriousness or transactability of any Introduction, and no representation that any Introduction will result in a transaction.

9.3 Xplor does not verify the identity, funds, intentions or suitability of any prospective client beyond such checks as it may perform for its own purposes. Client due diligence, including anti-money-laundering, sanctions and know-your-client obligations, remains entirely the Professional's responsibility.

9.4 Xplor does not sell placement. Introductions are not auctioned, are not allocated by payment, and no Professional can purchase priority, ranking or preferential routing. Where more than one Professional could serve a requirement, Xplor allocates on relevance and fit alone.

9.5 Xplor's total aggregate liability under this Agreement is limited to the Introduction Fees paid by the Professional in the twelve months preceding the event giving rise to the claim, or one thousand euros (EUR 1,000), whichever is greater. Neither party is liable for indirect or consequential loss, or loss of profit, save that this clause does not limit the Professional's liability for Introduction Fees properly due or for breach of clause 5.3.

10.1 Each party will keep confidential the other's non-public commercial information, including Introduction Records, client identities and the terms of Schedule 1, and will use it only for the purposes of this Agreement.

10.2 This clause survives termination for three years, and does not prevent disclosure required by law, regulation or a competent authority.

11.1 This Agreement commences on execution and continues until terminated.

11.2 Either party may terminate on thirty (30) days' written notice. Xplor may terminate immediately under clause 8.3.

11.3 Termination does not affect Introductions already made. The Tail Period continues to run for every Registered Client introduced before termination, and clauses 5.2, 5.3, 6, 7, 8, 10 and 13 survive accordingly.

12.1 This Agreement is the separate written agreement contemplated by clause 2.2 of the Terms of Service.

12.2 The Terms of Service continue to apply to the Professional's general use of Xplor. Where this Agreement conflicts with them in respect of Introductions and Introduction Fees, this Agreement prevails.

13.1 Entire Agreement. This Agreement and its Schedules, together with the Terms of Service, contain the entire agreement on Introductions.

13.2 Assignment. The Professional may not assign without Xplor's written consent. Xplor may assign to a successor or acquirer.

13.3 Severability. If a provision is invalid or unenforceable, the remainder continues in force.

13.4 Notices. To Xplor at legal@xplor.io; to the Professional at the address in the executed signature block.

13.5 Language. English prevails over any translation.

14.1 This Agreement is governed by the laws of the United Arab Emirates.

14.2 The parties will attempt good-faith resolution within thirty (30) days of written notice of a dispute.

14.3 Failing resolution, the dispute is referred to arbitration administered by the Dubai International Arbitration Centre under its rules then in force. Seat: Dubai. Language: English.

14.4 Nothing prevents either party seeking urgent injunctive relief from any court of competent jurisdiction.

Both fees are calculated on the gross figure stated in the charter agreement or memorandum of agreement, so that neither party needs to disclose or verify its own fee arrangements. No fee is payable on a transaction that does not complete. Fee rates may be varied on ninety (90) days' written notice under clause 6.7; a variation does not apply to Introductions already made.

On each Introduction, Xplor generates and sends an Introduction Record containing the following fields. Disputes under clause 4.3 must be raised within five business days of the record being sent.