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General Terms of Service

The core agreement governing use of Agelo AI Services.

Platform-Wide General Terms of Service

Applies to: All users of the Platform, including Users, Expert Agent Providers and Visitors
Governing law: Laws of the Hong Kong Special Administrative Region
Relationship with other documents: These General Terms, together with the Customer AI Service Terms (F2), the Supplier Agreement (F3), the Payment Service Description (PSD), the Privacy Policy (F5) and the Acceptable Use Policy (F6, AUP), constitute the entire agreement between you and the Platform. Matters not addressed in a supplemental document are governed by these General Terms. Where a supplemental document provides otherwise, that supplemental document will prevail.

Table of Contents

Chapter 1 - Introduction and Acceptance of Terms

Article 1 - Introduction

1.1 These Platform-Wide General Terms of Service (the "General Terms") are entered into between Agelo Limited (the "Platform" or "Agelo"), a limited company incorporated under the laws of Hong Kong, and you (the "User" or "you").

1.2 These General Terms govern your use of the Agelo AI Services provided by the Platform, including, without limitation, requirements clarification by the Buyer Agent, A2A coordination, execution by Expert Agents, model inference, token usage, tool calls and delivery. They also govern, without limitation, the purchase of Agelo Credits, the initiation of an Agelo AI Service Consumption, dispute handling and account administration.

1.2a Definitions:

  • (a) "Expert Agent Provider" (which may be referred to as a "Supplier", "Creator" or "Expert Agent Provider" in descriptive materials or the Platform interface) means an upstream independent supplier that has registered with and been approved by the Platform and provides Agent Contribution Services to the Platform.

  • (b) "Agent Contribution Services" means the Expert Agents, Workflows, Domain Knowledge, Specification Frameworks, Toolchain Configurations and maintenance services provided or licensed by an Expert Agent Provider to Agelo, which Agelo may invoke repeatedly in accordance with the Provider Agreement.

  • (c) "Agelo AI Service Consumption" means paid use of Agelo AI Services initiated by a User through the Platform and may consist of:

    (i) "Metered Interactive Consumption", including eligible Buyer Agent interactions, model inference, token usage, tool calls, file analysis, orchestration or other standalone functionality for which Credits are consumed at the rate or charging basis displayed in the Platform interface; or

    (ii) "Managed Service Consumption", meaning a service request involving a Resource Estimate, reservation of Credits, execution through Agelo and one or more Expert Agents where applicable, and delivery of Final Deliverables by Agelo.

  • (d) "Agelo Credits" means closed-loop, non-transferable service-usage units issued and accepted solely by Agelo for eligible Agelo AI Services.

    Credit packages are priced in the applicable fiat currency. The total package price and the number of Credits included are displayed before checkout.

    Agelo Credits do not constitute a bank deposit, payment account or cash-equivalent instrument and do not represent funds held for or on behalf of a User or an Expert Agent Provider.

    Agelo Credits may not be transferred or gifted between Users, redeemed for cash, used outside the Platform, accepted by an Expert Agent Provider, or paid, transferred or attributed to an Expert Agent Provider.

    Agelo may offer package pricing, promotional pricing, discounts, grants, bonus Credits or service Credits on the conditions disclosed at the time of the relevant offer.

  • (e) "Reserved Credits" means the portion of a User's available Agelo Credits that, following the User's confirmation of a Resource Estimate for a Managed Service Consumption, is allocated to that Managed Service Consumption and temporarily unavailable for any other use, but has not yet been formally consumed.

  • (f) "Consumed Credits" means:

    (i) for Metered Interactive Consumption, Agelo Credits applied when Agelo supplies the paid Buyer Agent interaction, model inference, token usage, tool call, file analysis, orchestration or other functionality identified in the Platform interface; and

    (ii) for Managed Service Consumption, Agelo Credits formally applied in accordance with the confirmed Resource Estimate after Agelo has delivered the relevant Final Deliverables.

  • (g) "Resource Estimate" means the estimate generated for a Managed Service Consumption by the Buyer Agent, Agelo's orchestration layer and any relevant Expert Agents, including the estimated number of Credits, scope of execution, principal tools or models, expected Final Deliverables, limitations and execution period.

  • (h) "Provider Service Fee" means the fiat-denominated B2B service fee that may become payable by Agelo to an Expert Agent Provider for eligible Agent Contribution Services under the Supplier Agreement and the Supplier Compensation Policy, comprising a Pending Provider Service Fee and an Available Provider Service Fee.

  • (i) Expert Agent Provider, Agelo AI Service Consumption, Agelo Credits, Reserved Credits, Consumed Credits, Resource Estimate, Agent Service Price Snapshot, Eligible Net Service Revenue and Provider Service Fee have the same meanings throughout these General Terms and all supplemental terms.

1.3 By clicking "I Agree", "Register", "Purchase Credits", "Agree and Start", or any other system-designated button that creates an affirmative electronic record, you will be deemed to have read, understood and agreed in full to be bound by these General Terms.

Article 2 - Legal Effect of Electronic Contracting

2.1 Your electronic click-through and confirmation constitute a valid electronic signature under applicable law, including, without limitation, Hong Kong's Electronic Transactions Ordinance and the United States Electronic Signatures in Global and National Commerce Act (the ESIGN Act).

2.2 You hereby waive any right to allege that this contract was not formed, is invalid or unenforceable, or should be rescinded solely because these General Terms are not in physical paper form, do not bear a handwritten signature or were not witnessed by a lawyer. Click-through logs automatically retained by the Platform, including IP addresses, browser fingerprints, server timestamps and action-trigger types, will constitute conclusive evidence of contract formation.

2.3 For an Expert Agent Provider, acceptance of these General Terms also constitutes agreement to act as an independent supplier under the separate Supplier Agreement entered into between the Platform and that Provider.

Article 3 - Amendments to the Terms

3.1 The Platform may amend these General Terms. Notice may be provided through means including, without limitation, an in-Platform notification, an email sent to the registered email address or a notice displayed on the login page.

3.2 For any material change affecting Users' rights or interests, including, without limitation, a material adjustment to the fee structure, limitation of liability or dispute-handling mechanism, the Platform will provide notice at least 30 days before the effective date and obtain the User's consent through continued use after expiry of the notice period. A User who does not agree may close the User's account during the notice period. The Platform will deal with the remaining balance in the User's Credits account in accordance with §14 of these General Terms.

3.3 A non-material change, including, without limitation, an interface adjustment, system optimisation or correction of terminology, will take effect after a reasonable notice period and will not require each User's individual consent.

Chapter 2 - Account Eligibility and Security Management

Article 4 - Legal Age and Capacity

4.1 You represent and warrant that, at the time of registration and throughout your use of the Services, you are at least 18 years old and have full legal capacity under the laws of your location.

4.2 If you use the Services on behalf of a legal entity, you represent and warrant that you have full authority to bind that legal entity. In that event, these General Terms bind both you and that legal entity.

Article 5 - Accuracy of Identity and Identity Verification

5.1 The Platform applies differentiated identity-verification requirements according to each User's role and transaction activity.

5.2 Before an Expert Agent may accept paid Agelo AI Service Consumption, generate an Available Provider Service Fee or submit a payout request, the Expert Agent Provider must complete all identity, business, ultimate beneficial owner, director or representative, tax, sanctions and bank-account verification required by the Platform and/or its payment partners. Such verification and payout onboarding may be provided through Stripe Connect or another payment partner designated by the Platform. Specific verification requirements, periodic updates and requests for supplementary documentation will be determined by the Platform in accordance with applicable law, risk-management requirements and payment-partner rules. Detailed verification procedures are set out in Article 7 of the Supplier Agreement.

5.3 If an Expert Agent Provider fails to complete or maintain the verification described above, the Platform may restrict the listing of its Expert Agents, allocation of paid traffic, generation of Available Provider Service Fees, submission of payout requests or external payouts until verification has been completed.

5.4 You represent and warrant that all information you provide during registration and use of the Services is true, accurate, complete and current.

Article 6 - Prevention of Abuse Through Related Accounts

6.1 A single User account may hold the dual roles of User and Expert Agent Provider.

6.2 To prevent abnormal transactions and money-laundering risks involving related accounts, the Platform will use reasonable technical and administrative measures to detect unusual transaction patterns, including, without limitation, substantial Consumption shortly after the purchase of Credits followed by a payout request. If a review identifies a risk of money laundering, fraud or other unlawful conduct, the Platform may suspend the relevant transaction or payout. An internal investigation will generally not exceed 30 days, but may be extended in complex cases, in which case the affected party will be notified.

6.2.1 Any investigation by the Platform concerning a refund, return of Credits, Chargeback or other transaction adjustment must be conducted reasonably and in good faith and must be based on transaction records, delivery records, relevant evidence and internal review records.

6.2.2 The Platform's investigations and discretionary decisions must comply with the principle of good faith and must not be arbitrary, capricious or manifestly unfair.

6.3 The Platform may reverse, freeze or recover any transaction that breaches the preceding provisions and may issue a warning to, suspend or permanently terminate the offending account.

Article 7 - Account Security

7.1 You agree to keep your account, password and all login credentials secure and not to lend, transfer or otherwise make your account available to any third party.

7.2 You must notify the Platform immediately if you know or reasonably suspect that your account has been misused or compromised.

7.3 All activity conducted under your account, whether or not authorised by you, will be treated as activity carried out by you.

Chapter 3 - Legal Entity and Role of the Platform

Article 8 - Legal Entity of the Platform

8.1 The Platform is operated by a limited company incorporated under the laws of Hong Kong and has separate legal personality and full capacity to conduct business.

8.2 The execution, performance and interpretation of these General Terms, and any dispute arising from them, are governed by the laws of the Hong Kong Special Administrative Region.

Article 9 - Legal Role of the Platform

9.1 AI Agent-as-a-Service Provider and Sole Customer-Facing Seller: The Platform is a dynamically metered AI Agent-as-a-Service (AIaaS) platform that provides Agelo AI Services, including requirements clarification by the Buyer Agent, A2A coordination, execution by Expert Agents, model inference, token usage, tool calls and delivery. Users purchase solely from the Platform the right to use Agelo AI Services, priced in Agelo Credits. Unless expressly stated otherwise, those Agelo AI Services include both Buyer Agent work performed on the customer-facing side and upstream execution contributed by the relevant Expert Agents invoked by Agelo.

9.2 Sole Customer-Facing Seller: The Platform is the sole customer-facing seller and contractual counterparty for Agelo AI Services. The Platform directly assumes ultimate financial, consumer-protection and tax-settlement obligations in relation to all sales of Agelo AI Services and is responsible for customer-facing pricing, collection of payment, issuance of invoices or receipts, customer support, refunds, Chargebacks, disputes and all consumer obligations imposed by law.

9.3 Sole Customer-Facing Payment Recipient: Agelo is the sole recipient of payments made by Users to purchase or use Agelo AI Services. Any amount paid to Agelo and any Agelo Credits consumed constitute consideration paid by the User solely to Agelo. Agelo Credits will not be paid, transferred, assigned or redeemed to an Expert Agent Provider. Agelo may separately use eligible service-usage records and an Agent Service Price Snapshot to calculate a Provider Service Fee owed by Agelo under the Provider Agreement.

9.4 Restrictions on Platform Service Credits: Agelo Credits are issued and accepted solely by Agelo and may be used only for Agelo AI Services provided by Agelo itself. Agelo Credits:

  • (a) may not be transferred or gifted between Users;
  • (b) may not be redeemed for cash or accepted by an Expert Agent Provider;
  • (c) may not be used outside the Platform; and
  • (d) are subject to the per-purchase, account-balance, validity-period and refund restrictions published by the Platform.

Agelo may adjust these restrictions in accordance with applicable law and the requirements of its payment partners.

9.5 Payment Infrastructure: Card-data processing, payment authentication, acquiring, Connected Account onboarding, transfers and external payouts are provided under the applicable rules of third-party payment service providers engaged by Agelo. Agelo may create or refund customer-facing transactions as Merchant of Record and may separately pay Available Provider Service Fees under the Supplier Agreement. A transfer or payout to a Connected Account does not constitute redemption or transfer of Agelo Credits.

9.6 Relationship with Expert Agent Providers: The relationship between a User and the Platform is a contractual relationship between a service provider and its customer. These Terms do not create an employment, partnership, trust, agency, joint venture or independent-contractor relationship between the User and the Platform. Except where mandatory applicable law provides otherwise, no direct sale, contract for services or work, mandate, agency, employment, partnership, trust or other contractual relationship arises between a User and an Expert Agent Provider.

Article 10 - General Disclaimer

10.1 You understand and agree that the Platform's Services are provided on an "as is" and "as available" basis. The Platform gives no express or implied warranty that the Services will be uninterrupted, timely, secure or error-free, or as to the quality of any Agent contributed by an Expert Agent Provider.

10.2 Agelo as the Integrated Provider of Agelo AI Services: The Platform provides Users with integrated Agelo AI Services. Expert Agents, Workflows, Domain Knowledge and professional expertise contributed by Expert Agent Providers are upstream components used by the Platform to perform its service obligations to Users. Under these Terms, the Platform is responsible to Users for service delivery, customer support, refunds and dispute handling. Before any execution result produced by an Expert Agent is made available to a User, it must first pass through Agelo's orchestration layer for any necessary formatting, policy review, storage and delivery. Final Deliverables are provided to Users by Agelo. The Platform does not warrant that every generative-AI output will be entirely accurate or suitable for a particular purpose, except to the extent that liability cannot lawfully be excluded.

10.3 The Platform is not liable for any service interruption, delay or loss of data caused by a natural disaster, war, terrorist attack, strike, government action, cyberattack, telecommunications outage, suspension of services by a licensed financial partner or any other event not attributable to the Platform.

10.4 An Expert Agent Provider adversely affected by a discretionary decision of the Platform may seek relief through the dispute-resolution procedure in Chapter 7 of these General Terms. The Platform's discretionary decision will be subject to a reasonableness review in that procedure.

10.4a Metered Interactive Consumption: Where the Platform identifies a Buyer Agent interaction, model inference, token usage, tool call, file analysis, orchestration step or other standalone function as paid usage, the Platform will display the applicable Credit amount, estimate, rate or charging basis before the User confirms the relevant paid action.

The applicable Credits will become Consumed Credits when Agelo supplies the relevant functionality.

Metered Interactive Consumption does not constitute a transfer, payment or allocation of Credits to an Expert Agent Provider.

10.5 Reservation of Credits for Managed Service Consumption: Once a User confirms a Resource Estimate and the applicable service conditions for a Managed Service Consumption, the corresponding Agelo Credits will move from the User's available Credits to Reserved Credits.

Reservation means only that the relevant number of Credits is temporarily allocated to the applicable Managed Service Consumption. It does not mean that the Credits have been formally consumed and does not constitute a transfer or payment of Credits to an Expert Agent Provider.

10.6 Formal Consumption of Credits for Managed Service Consumption: When the output generated through Agelo and any relevant Expert Agent has undergone the necessary processing through Agelo's orchestration layer and Agelo has delivered the Final Deliverables to the User, the corresponding Reserved Credits will become Consumed Credits.

In accordance with the confirmed Resource Estimate, Agelo will release any unused difference and restore it to the User's available Credits.

10.7 Treatment of Incomplete or Failed Consumption:

(a) For Metered Interactive Consumption, if Agelo fails to supply the paid functionality because of a verified Platform, model, tool or processing failure, Agelo will not permanently consume the affected Credits or will restore the applicable Credits to the User's available Credits.

(b) For Managed Service Consumption, if execution is interrupted, fails or is not completed before Agelo delivers the Final Deliverables, Agelo may re-execute the service, invoke a substitute Agent or release all or part of the Reserved Credits.

A duplicate charge, payment error or legally required refund will be handled separately under Article 26 and the Payment Service Description.

Chapter 4 - Platform Intellectual Property and Licence to User Content

Article 11 - Intellectual Property of the Platform

11.1 All intellectual property rights in the technology, systems, software, interface designs, trademarks, logos, brand names, domain names, database structures, algorithms, documentation and derivative works provided by the Platform are owned by the Platform or its licensors.

11.2 Without the Platform's prior written consent, you must not reproduce, distribute, modify, publicly display, publicly broadcast, communicate to the public, reverse engineer, decompile or otherwise exploit any intellectual property described in the preceding paragraph.

Article 12 - Licence to User Content

12.1 You grant the Platform a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and sublicensable licence to store, reproduce, modify, edit, publish, distribute, publicly display, publicly broadcast, communicate to the public, translate, reformat and otherwise use content uploaded by you for the following purposes:

  • (a) performing these General Terms and any other agreement between you and the Platform;
  • (b) operating, maintaining, improving and promoting the Platform's Services; and
  • (c) carrying out any backup, archiving and audit activities necessary for the preceding purposes.

12.2 You represent and warrant that you own all intellectual property rights in the content you upload or have obtained all necessary lawful authorisations, and that your uploaded content does not infringe any third party's intellectual property rights, personality rights, privacy rights or other rights.

Chapter 5 - Account Suspension, Termination and Treatment of Dormant Assets

Article 13 - Grounds for Account Termination

13.1 You may apply to terminate your account at any time through the account-settings functionality provided by the Platform.

13.2 The Platform may suspend or permanently terminate your account upon the occurrence of any of the following:

  • (a) you breach these General Terms, the Acceptable Use Policy or any applicable law;
  • (b) you engage in money laundering, fraud, terrorist financing, sanctions evasion or other unlawful conduct;
  • (c) your account becomes subject to a law-enforcement investigation, legal proceedings or an asset-freezing order;
  • (d) your conduct causes actual or potential harm to the rights or interests of the Platform, another User or a third party;
  • (e) you have not logged in to or used the Services for 12 consecutive months; or
  • (f) any other circumstance that the Platform reasonably determines to be improper in the exercise of its reasonable commercial discretion.

13.3 Before suspending or permanently terminating an account under the preceding paragraph, the Platform will give the User reasonable notice and state the reason, except in an urgent case, including, without limitation, suspected fraud or money laundering, an immediate request from a law-enforcement authority or another serious threat to the Platform or Users.

Article 14 - Treatment Following Termination

14.1 Following termination of an account, the Platform will deal with assets recorded under the account as follows:

  • (a) Credits account balance: in accordance with Article 15 of this Chapter;
  • (b) Unsettled Provider Service Fees: following completion of any necessary review, in accordance with these General Terms and the Supplier Agreement; and
  • (c) Data retention: personal data will be retained for the necessary period in accordance with the Personal Data (Privacy) Ordinance and the Platform's Privacy Policy.

Article 15 - Expiry of Dormant Credits

15.1 Purchased Agelo Credits will automatically expire if no eligible Agelo AI Service Consumption is recorded for 12 consecutive months.

Each eligible Metered Interactive Consumption or Managed Service Consumption resets the 12-month inactivity period for the applicable purchased Credits.

Before expiry, Agelo will notify the User through an in-Platform message and the registered email address. The applicable expiry date or expiry rule will also be displayed in the User's Credits dashboard.

Expired Credits cannot be reinstated except where required by applicable law or where Agelo determines that expiry resulted from a verified technical or ledger error.

15.2 Credit expiry supports predictable service-capacity planning, account administration and management of long-term unused service entitlements. Expiry does not permit Credits to be transferred, redeemed for cash or paid to an Expert Agent Provider.

Chapter 6 - Dispute Handling

Article 16 - Contractual Basis of Complaints and Appeals

16.1 Customer Complaint: A complaint by a User concerning a Resource Estimate, reservation or consumption of Credits, execution, delivery, re-execution, return of Credits, refund or another customer-facing matter relating to Agelo AI Services constitutes the User's assertion against Agelo of the User's rights under the customer-service contract formed under these General Terms and the Customer AI Service Terms.

16.2 Provider Appeal: An objection by an Expert Agent Provider concerning Provider Contribution Failure, an adjustment to a Provider Service Fee, a payout restriction, an AUP enforcement measure or another matter under the Provider Agreement constitutes the Provider's assertion against Agelo of the Provider's rights under its B2B supply and settlement contract under the Supplier Agreement.

16.3 Separation of Legal Relationships: A Customer and a Provider each enter into a separate contract with Agelo. A Customer does not become a party to the Provider Agreement by initiating an Agelo AI Service Consumption, and a Provider does not become a party to the customer-service contract between the Customer and Agelo merely because Agelo invokes the Provider's Agent contribution.

16.4 Investigation of Data: To process a Customer Complaint, Agelo may review Agent logs, execution records, technical explanations, licensing information and other necessary evidence supplied by a Provider. Those materials are used solely for Agelo's customer-facing review and management of upstream suppliers and do not alter the contractual relationships described above.

Article 17 - Customer Credits and Provider Compensation Ledgers

17.1 Customer Credits Ledger: A fiat-currency payment made by a User to purchase Agelo Credits is a customer-facing transaction solely between the User and Agelo. Agelo Credits are internal service-usage units maintained in Agelo’s Customer Credits ledger.

17.2 No Provider Rights in Credits: Reservation, consumption, restoration or expiry of Agelo Credits does not mean that any fiat amount is held on trust, collected on behalf of, transferred to or redeemable by a Provider.

17.3 Agent Service Price Snapshot: For an eligible Managed Service Consumption, Agelo may create a fiat-denominated Agent Service Price Snapshot used to calculate B2B Provider compensation. The snapshot is separate from the Customer Credits ledger and is not a cash-conversion rate for Agelo Credits.

17.4 Pending Provider Service Fee: After Agelo delivers the Final Deliverables, Agelo may calculate and record a Pending Provider Service Fee based on Eligible Net Service Revenue and the Supplier Compensation Policy. A Pending Provider Service Fee is not eligible for payout.

17.5 Available Provider Service Fee: After expiry of the usage-evaluation period and completion of applicable refund, dispute, fraud, AUP, sanctions and risk reviews, a Pending Provider Service Fee may become an Available Provider Service Fee. A Provider may submit a payout request only for an Available Provider Service Fee.

17.6 Separation of Legal Characterisation: A Provider Service Fee is Agelo’s independent B2B contractual payment obligation to a Provider. It does not constitute ownership of, a trust interest in or a direct allocation of any User payment, Agelo Credits or payment-service-provider balance.

17.7 Refunds and Adjustments: If a refund, Chargeback, return of Credits, Provider Contribution Failure or other transaction adjustment occurs, Agelo may cancel or reduce a Pending Provider Service Fee, set off an Available Provider Service Fee or recover a corresponding amount already paid under the Provider Agreement. The Provider must receive transaction-level notice of the calculation and principal reason, subject to legal and confidentiality restrictions.

Article 18 - Agelo's Review of Complaints and Appeals

18.1 Agelo will separately review a Customer Complaint and a Provider Appeal according to the contractual relationship of the complainant or appellant.

18.2 Agelo may consider the Resource Estimate, Specification, A2A logs, model and tool-call records, Final Deliverables, payment and Credits records, Provider technical explanations, AUP records and any other reasonable evidence.

18.3 Agelo will make its decision reasonably, in good faith and consistently with the evidence and will provide the complainant or appellant with the outcome and principal reasons. Disclosure may be restricted where personal data, trade secrets, anti-money laundering, sanctions or statutory confidentiality obligations are involved.

18.4 A decision by Agelo on a Customer Complaint determines customer-service rights between the Customer and Agelo. A decision by Agelo on a Provider Appeal determines B2B supply and settlement rights between the Provider and Agelo.

Article 19 - Customer Remedies and Adjustments to Provider Compensation

19.1 If Agelo AI Services are not completed, delivery objectively fails to conform to the Resource Estimate, a technical or ledger error occurs, or another reasonable ground for complaint exists, Agelo may, depending on the outcome of the Customer Complaint, provide re-execution, a substitute Agent, a full or partial return of Credits, a full or partial refund to the original payment method or another reasonable remedy.

19.2 If a Customer remedy reduces the amount of the Agent Service Price Snapshot that remains eligible for Provider compensation, Agelo will recalculate Eligible Net Service Revenue and adjust the related Provider Service Fee under the Supplier Compensation Policy. That adjustment is a B2B outcome between Agelo and the Provider and is not a refund, damages payment or direct claim by the Customer against the Provider.

19.3 A Provider that disputes an adjustment to a Provider Service Fee or a finding of Provider Contribution Failure may submit a Provider Appeal to Agelo under the Supplier Agreement. The Provider Appeal concerns attribution of responsibility and settlement between Agelo and the Provider and does not alter the service remedy already granted by Agelo to the Customer under the Customer Terms.

19.4 If a Provider Appeal is upheld in whole or in part, Agelo will reinstate or credit the corresponding Provider Service Fee in accordance with the Provider Agreement. Unless the Customer has engaged in fraud, received a duplicate refund, benefited from a payment error or applicable law otherwise requires, Agelo will not treat revocation of an ordinary remedy already granted to the Customer as the means of giving effect to a successful Provider Appeal.

Article 20 - Abuse of Refund Procedures

20.1 Where a User abuses the refund process, including, without limitation, by requesting a refund while knowing that there is no defect in the Services, colluding with an Expert Agent Provider to divide proceeds or making another refund request in evident bad faith, the Platform may permanently terminate the User's account and reject the relevant refund request.

20.2 The Platform will make the determination described above in the exercise of its reasonable commercial discretion and within a reasonable period. Following exhaustion of the Platform's internal review process, the Platform's decision will be final.

Chapter 7 - Governing Law, Dispute Resolution and Arbitration

Article 21 - Governing Law

21.1 The formation, validity, interpretation, performance, amendment and termination of these General Terms are governed by the laws of the Hong Kong Special Administrative Region.

21.2 Any matter not expressly addressed in these General Terms will be determined in accordance with the applicable laws of Hong Kong.

Article 22 - Jurisdiction

22.1 The parties agree that the courts of the Hong Kong Special Administrative Region will have exclusive jurisdiction at first instance over any dispute arising out of or in connection with these General Terms or the Services, to the exclusion of the jurisdiction of other courts.

Article 23 - Exclusion of Withdrawal Rights for Customised Digital Services

23.1 Exclusion to the Extent Permitted by Applicable Law: To the extent permitted by applicable law, a User's statutory right of withdrawal may be restricted or excluded in relation to an Agelo AI Service Consumption where the User has expressly agreed to immediate performance and Agelo has begun consuming computing resources or providing customised digital services. This Article does not restrict any mandatory right under the laws of the User's location that cannot lawfully be excluded.

23.2 Before purchasing Credits for the first time, the User must actively select a checkbox indicating agreement to this exclusion. A User who does not provide that consent may not complete the purchase.

Article 24 - Arbitration

24.1 The parties agree that any dispute arising out of or in connection with these General Terms that remains unresolved following the dispute-handling procedure under §16 may be submitted to binding individual arbitration instead of court proceedings.

24.2 The parties may agree on a duly authorised arbitration institution. The allocation of related costs will be separately agreed by the parties.

24.3 The arbitral award will be final and binding on both parties.

24.4 To the maximum extent permitted by applicable law, an Expert Agent Provider agrees not to commence or participate in any class action, representative action or consolidated proceeding against the Platform arising from this contract. The Expert Agent Provider expressly retains the right to bring an individual action or individual arbitration concerning its own dispute.

24.5 Before commencing an individual action or arbitration, either party must first attempt to resolve the matter through the Platform's complaint procedure and dispute-handling SOP. This Article does not restrict either party's right to seek interim, interlocutory or conservatory relief from a court or arbitral tribunal of competent jurisdiction.

24.6 If §24.4 is invalid in whole or in part under applicable law, the invalidity of that provision will not affect the remaining provisions of this Article.

Chapter 8 - Refunds and Payment Compliance

Numbering note: The source document proceeds directly from Article 24 to Article 26. The original numbering has been retained.

Article 26 - Refund Principles

26.1 An unused balance in a User's account may remain available for continued use within the Platform, including application toward the next Agelo AI Service Consumption.

26.1a Where a refund of unused purchased Credits is permitted under the refund conditions disclosed at purchase, approved by Agelo or required by applicable law, the refund will be made only to the credit card originally used by the User through the original payment method.

26.2 The Platform does not provide any functionality for withdrawing a Credits balance to a bank account. A User may not request that a Credits balance be transferred to another account, converted into cash or refunded through any channel other than the original payment method.

26.3 This structure is necessary to maintain the closed-loop operating model of Agelo AI Services, under which the issuance and consumption of Agelo Credits and the provision of Agelo AI Services form a closed cycle.

Article 27 - Invoicing and Tax

27.1 Customer-Facing Documents Issued by the Platform: Agelo will issue a receipt, invoice or other applicable document to a User in accordance with law for the sale of Agelo AI Services. An Expert Agent Provider will issue a document to the Platform, or authorise Agelo to issue a settlement document on its behalf, solely in relation to Agent Contribution Services supplied to the Platform and in accordance with applicable law. There is no direct invoicing relationship between a User and an Expert Agent Provider.

27.2 The description appearing on an invoice will comply with applicable tax law and will reflect the nature of the relevant Agelo AI Services.

Chapter 9 - Limitation of Liability

Article 28 - Liability Cap

28.1 To the maximum extent permitted by law, the Platform's aggregate liability for any loss or damage arising from your use of the Services will not exceed the total fees paid by you to the Platform during the 12 months preceding the event giving rise to the loss or damage. Any adjustment to this cap constitutes a material change and is subject to the 30-day notice procedure under §3.2 of these General Terms.

28.2 Any discretion exercised by the Platform under these General Terms, including, without limitation, a refund decision, return of Agelo Credits, transaction adjustment, clawback of a Provider Service Fee, account-management action or enforcement measure, must be exercised reasonably and in good faith and must not be arbitrary, capricious or manifestly unfair.

28.3 The liability cap in the preceding paragraph does not apply to:

  • (a) personal injury caused by the Platform's wilful misconduct or gross negligence;
  • (b) fraud caused by the Platform's wilful misconduct or gross negligence; or
  • (c) any liability that cannot be excluded or limited under applicable law.

Article 29 - User Indemnity

29.1 You agree to indemnify the Platform and its affiliates, directors, employees, agents, contractors and licensed financial partners against any loss, damage or expense, including, without limitation, legal fees, litigation costs, mediation costs, settlement amounts and fines, arising from or suffered in connection with:

  • (a) your breach of these General Terms, the Acceptable Use Policy or any applicable law;
  • (b) infringement by content you upload of a third party's intellectual property rights, personality rights, privacy rights or other rights; or
  • (c) a transaction conducted by you involving fraud, money laundering, terrorist financing or other unlawful conduct.

Article 30 - Reliance on Payment Partners and Processing Delays

30.1 Agelo uses third-party payment service providers to provide acquiring, payment authentication, refund and Provider-payout infrastructure. Processing times may be affected by maintenance of a payment provider's systems, compliance review, legal restrictions or the availability of funds.

30.2 The circumstances described above do not automatically release Agelo, as the customer-facing Merchant of Record, from any refund, dispute-handling or other customer-facing obligation that has arisen under law or these Terms. However, where Agelo is objectively unable to act immediately because of law, sanctions, a law-enforcement order or a restriction lawfully imposed by a payment service provider, the relevant processing period may be extended accordingly.

30.3 To the extent permitted by law and the payment service provider's rules, Agelo will inform the affected User or Provider of the processing status and any supplementary information required, except where anti-money laundering, sanctions or law-enforcement confidentiality requirements apply.

30.4 Any arrangement concerning payment partners in a supplemental document is subject to this Article.

Article 31 - Anti-Money Laundering Cooperation

31.1 You agree that the Platform may, where necessary, cooperate with investigations and reporting obligations of law-enforcement authorities under applicable anti-money laundering and counter-terrorist-financing laws. Such cooperation does not constitute any guarantee to, or joint liability with, the User.

31.2 The Platform may suspend functionality of a relevant account while conducting an internal risk-control investigation. Such suspension does not constitute a breach of contract by the Platform.

31.3 Any confidentiality maintained by the Platform in accordance with the preceding paragraph is a mandatory legal obligation and does not constitute a breach of any duty to notify the User.

31.4 Anti-money laundering cooperation obligations in all supplemental terms are governed by the principles of this Article.

Chapter 10 - Miscellaneous

Article 32 - Notices

32.1 Any notice from the Platform to you will be sent to the email address you provided at registration or delivered through the Platform's internal messaging system.

32.2 You must ensure that your email address remains valid and is checked regularly. If your email address changes, you must update it promptly through your account settings.

Article 33 - Severability

33.1 If any provision of these General Terms is held by a court of competent jurisdiction to be invalid, unlawful or unenforceable, the validity and enforceability of the remaining provisions will not be affected.

Article 34 - No Waiver

34.1 Any tolerance by the Platform of a breach of these General Terms, or any failure by the Platform to exercise a right, does not constitute a waiver of the Platform's rights in respect of any subsequent breach of the same or any other provision.

Article 35 - Entire Agreement

35.1 These General Terms, together with the Customer AI Service Terms (F2), the Supplier Agreement (F3), the Payment Service Description (PSD), the Privacy Policy (F5) and the Acceptable Use Policy (F6), constitute the entire agreement between you and the Platform.

End of Document