DRAFT v0.1 — 19 August 2026 — prepared for review by qualified counsel; not yet in force.
Key points (summary only — not binding; the numbered clauses govern)
- Vistason is a B2B marketplace for aviation surplus material. Only businesses may use it; consumer protection rules and withdrawal rights do not apply.
- Vistason operates the Platform and provides managed services. It is not the Seller or Buyer and never takes title to material. It is not a bank or a payment institution: as marketplace operator it facilitates an advance trade payment between Buyer and Seller through a settlement account it operates with a regulated payment services provider, [PAYMENT SERVICES PROVIDER].
- The sale contract is always between Seller and Buyer. Offers, counters, tender awards and fixed-price acceptances are binding once accepted.
- Sellers warrant the accuracy of descriptions, condition codes, trace documents and title. Suspected Unapproved Parts, counterfeit or stolen material and ITAR-controlled items are not permitted.
- Buyers pay the price into the Settlement Account within [7] days of acceptance; the Seller dispatches within the Shipping Window agreed in the offer (maximum 30 days), which runs from the moment Vistason authorises shipment; the Buyer inspects within the Inspection Window agreed in the offer (maximum 10 days) from confirmed arrival. Default Incoterms are EXW (Seller's location); title passes when Vistason releases the settlement funds to the Seller.
- Fees are in the Fee Schedule: a success fee (Seller), a settlement fee (Buyer) and Radar subscriptions.
- The Platform is provided "as is"; liability is capped under clause 22, with carve-outs for fraud and wilful misconduct.
- These Terms incorporate the Marketplace Rules, Tender and Auction Rules, Fee Schedule, Settlement and Payments Terms, Export Control & Sanctions Policy, Dispute Resolution & Returns Policy, Acceptable Use Policy and Privacy Policy.
1. Parties and scope
1.1 These Terms of Service (the "Terms") are between PostReach AI Limited, a company incorporated in Hong Kong under company number 77341984, whose registered office is at Room 1805-06, 18th Floor, Hollywood Plaza, 610 Nathan Road, Kowloon, Hong Kong ("Vistason", "we") and the business that registers for or uses the Platform (the "Customer", "you").
1.2 The Terms govern use of https://vistason.com, the Vistason application, Hangar, the Deal Room, Radar, the APIs and all related services (the "Platform" or "Services").
1.3 The following documents are incorporated into the Terms (the "Platform Documents"): Marketplace Rules; Tender and Auction Rules; Fee Schedule; Settlement and Payments Terms; Export Control & Sanctions Policy; Dispute Resolution & Returns Policy; Acceptable Use Policy; Privacy Policy; Cookie Policy; and, where applicable, the Data Processing Addendum. In case of conflict: (a) a signed order form or enterprise agreement; (b) the Fee Schedule; (c) these Terms; (d) the other Platform Documents.
2. Definitions
2.1 "Account" means the Customer's organisation account, including all Authorised User profiles. "Authorised User" means a natural person authorised by the Customer to use the Platform under a role in clause 4. "Seller" and "Buyer" mean the Customer acting as vendor or purchaser of Material; every Account may act in both roles.
2.2 "Material" means aviation surplus material of any kind, including rotables, expendables, consumables, engines and modules, tooling, ground support equipment and cabin interiors. "Unit" means an individual item or quantity identified by part number (and serial number where serialised), Condition Code, ATA chapter and quantity. "Condition Code" means NE (new), NS (new surplus), OH (overhauled), SV (serviceable), AR (as removed) or RP (repaired), as defined in the Marketplace Rules. "Listing" means a seller-level package of Units; "Listing Content" means all data, photos, documents and descriptions supplied for a Listing or Unit. "Trace Documents" means release certificates (FAA Form 8130-3, EASA Form 1 or equivalent), back-to-birth records, non-incident statements, removal tags, shop reports, material certificates and similar records.
2.3 "Offer" means a binding proposal by a Buyer to purchase Units at a stated price and terms, including the Shipping Window and the Inspection Window proposed for the Transaction; "Counter" means a binding revised proposal by either party; "Acceptance" has the meaning in clause 11. "Tender" and "Timed Auction" have the meanings in the Tender and Auction Rules. "Sale Contract" means the contract of sale formed between Seller and Buyer under clause 11; "Transaction" means a Sale Contract and its settlement, shipping and delivery steps.
2.4 "Settlement Account" means the account operated by Vistason with [PAYMENT SERVICES PROVIDER], a regulated payment services provider, into which Transaction funds are paid and from which they are released or returned under clause 13; "Settlement Funds" means the sums held in it for a Transaction. "Deal Room", "Hangar" and "Radar" are described in clause 7. "Vistason Marks" means "Vistason", "Radar", "Hangar", "Tower" and the Vistason logos [registration status placeholder].
3. Acceptance; business customers only; authority
3.1 By creating an Account, clicking to accept, signing an order form or using the Platform, the Customer agrees to these Terms.
3.2 The Platform is offered exclusively to businesses — airlines, lessors, maintenance organisations, OEMs, parts brokers, teardown brokers and similar undertakings — acting in the course of their trade. The Customer represents that it is not a consumer and acknowledges that consumer protection legislation, including statutory withdrawal or cooling-off rights, does not apply to these Terms or any Sale Contract.
3.3 The individual accepting these Terms warrants that he or she has authority to bind the Customer and that the Customer is duly organised and validly existing.
4. Accounts, Authorised Users and roles
4.1 The Customer's Admin assigns Authorised Users one or more roles: Admin (Account, users, billing, settings); Approver (approves Listings, Offers, Counters, Tender awards and settlements above Customer-set thresholds); Lister (creates Listings and responds to Offers); Buyer (searches, submits Offers and bids, manages purchases); Viewer (read-only). Vistason may modify roles on notice.
4.2 The Customer is responsible for all acts and omissions of its Authorised Users and of anyone using its credentials until Vistason has been notified in writing and has had a reasonable opportunity to disable them. The Customer shall keep credentials confidential, use multi-factor authentication where offered and promptly remove departed users.
4.3 Actions taken through an Account — publishing a Listing, submitting or accepting an Offer, placing a bid, awarding a Tender, confirming delivery — bind the Customer regardless of the individual's internal authority, unless the Platform's Approver workflow was configured for that action and bypassed.
4.4 The Customer shall keep registration information accurate and current, including legal name, registration and tax numbers, address, beneficial ownership and contacts.
5. Eligibility, KYC/KYB and ongoing screening
5.1 Transactional features are available only after successful know-your-customer and know-your-business verification ("KYC/KYB") by Vistason and [KYC PROVIDER], and sanctions and export-control screening against, at minimum, the OFAC, EU, UN and UK lists.
5.2 The Customer shall supply on request corporate documents, identification of directors and beneficial owners, proof of address, regulatory approvals (for example Part 145/Part 21 approvals, AS9120 or ASA-100 accreditation where held), bank details and any further information Vistason or [PAYMENT SERVICES PROVIDER] reasonably require.
5.3 Screening is repeated periodically and for each Transaction, including the counterparty, consignee, end user and destination. Vistason may decline onboarding, suspend an Account or hold or cancel a Transaction where screening is incomplete, inconclusive or adverse, without liability and without disclosing the reason where disclosure is restricted by law.
5.4 The Customer shall promptly notify Vistason of any change in ownership, control, sanctions status, export privileges or regulatory approvals.
6. Vistason's role
6.1 Vistason operates the Platform and provides managed marketplace services: onboarding, AI-assisted inventory normalisation, hosting of Listings, administration of the offer, counter and Tender process, the Deal Room, counterparty verification, operation of the Settlement Account and the settlement of Transaction funds under clause 13, and coordination of freight quotes from third-party forwarders.
6.2 Vistason is not a party to any Sale Contract except where expressly stated in a written agreement signed by Vistason. Vistason does not buy, sell, own, possess, inspect, certify or take title to Material and does not act as agent for either party, save for the settlement, Transaction-review and Tender-administration functions described in clause 13 and the Tender and Auction Rules.
6.3 Vistason is not a bank, a payment institution, an auctioneer of record, a freight forwarder, a customs broker or an insurer, and does not hold Settlement Funds in trust or in any fiduciary capacity. Vistason is the operator of the marketplace and, in that capacity only, facilitates an advance trade payment between Buyer and Seller: the Buyer pays the price into the Settlement Account, Vistason holds those funds pending the Seller's performance and the Buyer's acceptance, and Vistason then releases them to the Seller net of the fees due under clause 12, all as set out in clause 13 and the Settlement and Payments Terms. The underlying payment services are executed by [PAYMENT SERVICES PROVIDER] on Vistason's instruction and under its own terms, which the Customer accepts as a condition of transacting. Freight, customs and insurance are provided by third parties under their own terms.
6.4 Verification badges, quality scores, trace percentages and similar indicators reflect information supplied by Customers and checks performed at a point in time; they are not a warranty or certification by Vistason.
7. The Services
7.1 Marketplace — unit-level search by part number, description, ATA chapter, NSN and other attributes, and Offers on individual Units or quantities. Listings — seller-level packages with quality scores (trace percentage, photo coverage, condition mix, ATA coverage) on which Buyers may offer for the whole package or a selection. Sale modes — best offer (default), fixed price, Tender and Timed Auction, the latter two governed by the Tender and Auction Rules.
7.2 Hangar — the seller console for inventory upload, AI-assisted normalisation, photo and document attachment, publication, the offers inbox, approvals and settlements. Deal Room — a per-Transaction workspace for messages, documents, freight quotes, settlement status and delivery confirmation; its contents are retained and may be used to administer Transactions and resolve disputes. Radar — want-lists, alerts, saved searches, early access to new Listings, API access and asking-versus-closing analytics according to the plan subscribed.
7.3 Vistason may change, add or withdraw features on reasonable notice. Features marked beta carry no service commitment. Vistason will use reasonable endeavours to keep the Platform available, subject to maintenance and factors outside its control; service levels apply only where agreed in a signed order form.
8. AI-assisted normalisation
8.1 Hangar uses machine-learning and large-language-model services to map inventory columns, normalise part numbers, translate condition codes to Condition Codes, assign ATA chapters and flag missing photos or Trace Documents and rows that may be export-controlled. Inventory data (and no personal data where avoidable) may be processed by the AI sub-processors listed in the Privacy Policy.
8.2 AI-assisted output is a suggestion only and may be incomplete or wrong. The Seller must review, correct and confirm every normalised row before publication. By publishing, the Seller adopts the published data as its own description and assumes full responsibility for its accuracy, whether or not an AI tool proposed it.
9. Seller obligations
9.1 The Seller shall comply with the Marketplace Rules, including the listing standards (part number and serial number, Condition Code, ATA chapter, quantity and unit of measure, location), the required photographs (one of the part and one of the data plate per Unit), the required and recommended Trace Documents and the mandatory disclosures.
9.2 The Seller warrants, on publication and again on Acceptance, that: (a) it has good and marketable title to the Material, or is authorised by the title holder to sell it, free of any lien, charge, retention-of-title claim or other encumbrance not disclosed in the Listing; (b) the description, part number, serial number, Condition Code, quantity and ATA chapter are accurate; (c) the Trace Documents are genuine, complete and relate to the Units listed; (d) all mandatory disclosures have been made, including incident or accident involvement, prior operator, life limits, AD/SB status where known, shelf life, dangerous goods classification and export classification; and (e) the Material is not a Suspected Unapproved Part ("SUP"), counterfeit or stolen.
9.3 The Seller shall not list: SUPs; counterfeit, stolen or misappropriated Material; Material involved in an incident or accident unless expressly disclosed; scrap or mutilated parts presented as usable; Material subject to ITAR (including USML Category VIII), unless Vistason has separately enabled ITAR transactions for the Seller in writing and all licences are in place; weapons or military items; or any item prohibited by the Marketplace Rules or Export Control & Sanctions Policy.
9.4 The Seller shall respond to Offers, Counters and questions within the times in the Marketplace Rules, keep availability current, and not sell Units elsewhere while an accepted Offer, a live Tender or a Transaction for which the Settlement Account has been paid is pending.
9.5 The Seller shall upload the complete document set for the Units to the Deal Room for the Buyer's approval, and shall then make the Material available for collection or ship it, in compliant packaging and with all Trace Documents, within the period the Buyer proposed and the Seller accepted as a term of the Offer, which may not exceed 30 days (the "Shipping Window"). The Shipping Window starts when Vistason authorises shipment under clause 13.4, and not when the Buyer's payment reaches the Settlement Account. A different period applies only if agreed in the Deal Room, and is subject to the same 30-day cap.
9.6 Material is sold "as is" as to physical condition, but the Seller warrants the accuracy of its description, Condition Code, Trace Documents and title under clause 9.2. Any additional warranty must be stated in the Listing.
10. Buyer obligations
10.1 Offers, Counters, bids and fixed-price acceptances are binding and irrevocable for their validity period (by default [7] days for Offers and Counters and [14] days for Tender bids after close), subject only to rejection, expiry or withdrawal where the Marketplace Rules or Tender and Auction Rules permit.
10.2 The Buyer shall pay the Settlement Account in cleared funds within [7] days of Acceptance, in the amount stated in the Deal Room (price plus agreed freight, insurance, taxes and the settlement fee).
10.3 The Buyer shall review the Seller's document set in the Deal Room and approve or reject it; shipment is not authorised until the Buyer has approved it. The Buyer shall inspect the Material on confirmed arrival and raise any significantly-not-as-described ("SNAD") claim or Trace Document deficiency through the Deal Room within the period the Buyer proposed and the Seller accepted as a term of the Offer, which may not exceed 10 days and runs from confirmed arrival (the "Inspection Window"). Absent a claim within the Inspection Window the Buyer is deemed to have accepted the Material; the Settlement Funds are not released automatically on that expiry, and Vistason decides on release under clause 13.4 and the Settlement and Payments Terms.
10.4 The Buyer shall provide accurate end-use and end-user statements, consignee details and import and export documentation when requested, and shall not re-export, divert or transfer Material in breach of export controls or sanctions.
10.5 Suitability for intended use, installation, certification and return-to-service decisions remain the responsibility of the Buyer and its approved maintenance organisation.
11. Formation of the Sale Contract; Incoterms, title and risk
11.1 A Sale Contract is formed between Seller and Buyer, and only between them, at the moment of Acceptance, namely when: (a) the Seller accepts a Buyer's Offer on the Platform; (b) either party accepts the other's Counter; (c) the Buyer accepts a fixed-price Listing; or (d) the Seller awards a Tender or a Timed Auction closes with a winning bid at or above any reserve, under the Tender and Auction Rules.
11.2 The Sale Contract consists of the accepted price and terms recorded in the Deal Room, the Listing Content as at Acceptance, these Terms and the Platform Documents, and any additional terms agreed in writing in the Deal Room. Seller standard terms or Buyer purchase-order terms apply only if uploaded to the Listing or Deal Room before Acceptance and not in conflict with these Terms.
11.3 Unless otherwise stated in the Listing or Deal Room, delivery is EXW (Incoterms 2020) at the Seller's stated location and risk passes per that Incoterm. Title passes to the Buyer at the moment Vistason releases the Settlement Funds for the Units to the Seller; until then the Seller retains title and the Buyer holds any delivered Material as bailee and shall not resell, install or encumber it.
11.4 Vistason records and timestamps each Acceptance and issues a transaction summary, which is prima facie evidence of the terms agreed.
12. Fees and payment
12.1 The Customer shall pay the fees in the Fee Schedule: (a) the success fee payable by the Seller on completed sales; (b) the settlement fee payable by the Buyer, or as otherwise stated in the Deal Room; (c) Radar subscription fees; and (d) optional services ordered.
12.2 Fees exclude VAT, sales, withholding and similar taxes, which the Customer pays in addition. Where withholding is required by law the Customer shall gross up unless a valid exemption certificate is provided.
12.3 The Seller irrevocably authorises Vistason to deduct the success fee and other sums due to Vistason from the Settlement Funds before release, and Vistason may set off any undisputed amount owed by the Customer against any amount payable to it.
12.4 Invoices are payable within [30] days unless the Fee Schedule states otherwise; late payments bear interest at the rate in the Fee Schedule; Vistason may suspend Services for non-payment after [10] days' notice.
12.5 Vistason may change the Fee Schedule on [30] days' notice; changes do not apply to Transactions accepted before the effective date.
13. Settlement of Transaction funds
13.1 All Transaction funds are paid by the Buyer into the Settlement Account and are held, released and returned under this clause 13 and the Settlement and Payments Terms. Vistason holds Settlement Funds as marketplace operator, for the purposes of the Transaction, pending the Seller's performance and the Buyer's acceptance, and applies them only as these Terms provide: release to the Seller, return to the Buyer, or deduction of the fees and other sums due to Vistason under clause 12. Vistason has no beneficial interest in Settlement Funds beyond those fees and sums.
13.2 Both parties authorise Vistason to release, return or hold Settlement Funds, and to instruct [PAYMENT SERVICES PROVIDER] accordingly, in accordance with the Settlement and Payments Terms and the Dispute Resolution & Returns Policy, including release to the Seller on the Buyer's acceptance or following expiry of the Inspection Window without a claim, and return to the Buyer where a claim is upheld.
13.3 If the Buyer fails to pay the Settlement Account on time, the Seller may cancel the Sale Contract and Vistason may apply the consequences in the Marketplace Rules and Tender and Auction Rules, including suspension.
13.4 Vistason reviews and approves each Transaction before it proceeds and reviews it again before shipment. Shipment is authorised only after the Buyer has approved the Seller's document set under clause 10.3, and the Shipping Window runs from that authorisation. Where the Inspection Window expires without a response from the Buyer, the Settlement Funds are not released automatically: the Transaction is queued for a release decision by Vistason under the Settlement and Payments Terms. Vistason exercises these functions administratively, with reasonable skill and care and in accordance with the Platform Documents; doing so does not make Vistason a party to the Sale Contract.
14. Shipping, dangerous goods, customs, export controls and sanctions
14.1 The Seller shall package Material to ATA Specification 300 or equivalent and shall declare and pack dangerous goods under IATA DGR, ICAO Technical Instructions, ADR, IMDG or other applicable regime. Freight, insurance and customs clearance are arranged by the responsible party under the applicable Incoterm; Vistason may coordinate forwarder quotes but is not the carrier or forwarder.
14.2 Both parties shall comply with the Export Control & Sanctions Policy and all applicable export control and sanctions laws, including the US Export Administration Regulations (including ECCN classification and EAR99), ITAR, Regulation (EU) 2021/821, UK export controls and the national controls of the countries of export, transit and import. The exporter of record is responsible for classification, licensing and filings.
14.3 Vistason may require end-use and end-user statements, licence copies and classification evidence, and may hold, cancel, unwind or report any Transaction involving a restricted destination, denied party or unlicensed controlled item, without liability.
15. Disputes between Users
15.1 SNAD claims, Trace Document deficiencies, non-delivery, short shipment, transit damage and similar disputes between Seller and Buyer are handled under the Dispute Resolution & Returns Policy. Vistason may investigate, request evidence, commission an independent inspection at the cost of the party found responsible, decide on the balance of evidence and release, hold or return the Settlement Funds accordingly.
15.2 That decision is binding for the release or return of Settlement Funds but does not prevent either party from pursuing the other before [ARBITRATION PROVIDER / courts]. Vistason is not liable for a decision made in good faith.
16. Intellectual property; licence to Listing Content
16.1 Vistason and its licensors own all rights in the Platform, its software, databases, design, normalisation models, taxonomies, quality scores and the Vistason Marks. The Customer receives only a limited, non-exclusive, non-transferable right to use the Platform under these Terms.
16.2 The Customer retains ownership of its Listing Content and grants Vistason a worldwide, royalty-free, non-exclusive licence to host, store, reproduce, adapt (including normalisation and OCR), display, distribute and syndicate it on the Platform and on third-party channels approved by the Customer, to operate and promote the Platform and the Listing, for the life of the Account and thereafter as needed to document completed Transactions and meet legal retention duties.
16.3 The Customer warrants that it owns or has the right to license the Listing Content, that it does not infringe third-party rights and that photographs show the actual Units and are not stock images.
16.4 The Customer shall not reverse-engineer, scrape, crawl, bulk-download or build a competing database from the Platform.
17. Data rights
17.1 Vistason may use Platform and Transaction data to create and commercialise aggregated and anonymised data sets, benchmarks, asking-versus-closing analytics and price indices, provided no output identifies a Customer, its confidential pricing or a specific Transaction without consent.
17.2 Personal data is processed under the Privacy Policy and, where Vistason processes Customer inventory data containing personal data on the Customer's behalf, the Data Processing Addendum. Vistason is controller for account, user and KYC data and processor for Customer inventory data where applicable.
18. Confidentiality; tender data; data rooms
18.1 Each party shall keep confidential the other's non-public information received through the Platform — Offer and bid prices, tender documents, data room contents, Deal Room communications and unpublished inventory data — and use it only to evaluate and perform Transactions on the Platform.
18.2 Sealed bids are not disclosed to other bidders; reserve prices are confidential; data room access may be logged, watermarked and revoked. Vistason may disclose confidential information to [PAYMENT SERVICES PROVIDER], forwarders, verification providers, regulators and courts where required to perform the Services or by law.
18.3 These obligations survive for [3] years after termination and indefinitely for trade secrets.
19. Acceptable use
19.1 The Customer shall comply with the Acceptable Use Policy and shall not upload malicious code, misrepresent its identity, harvest or scrape data, manipulate prices or bids, take a counterparty introduced on the Platform off-platform to avoid fees within the period stated in the Marketplace Rules, or use the Platform for any unlawful purpose.
20. Suspension and termination
20.1 Either party may terminate for convenience on [30] days' written notice; pending Transactions, accrued fees and prepaid Radar periods are unaffected.
20.2 Vistason may suspend or restrict an Account, remove Listings or cancel Transactions immediately where the Customer breaches these Terms or the Platform Documents; screening is adverse; Vistason reasonably suspects fraud, SUPs, sanctions or export-control breach, bid-rigging or circumvention; law or [PAYMENT SERVICES PROVIDER] requires it; or non-payment continues after notice. Vistason applies the enforcement ladder in the Marketplace Rules where proportionate.
20.3 Either party may terminate immediately if the other commits a material breach not remedied within [15] days of notice, becomes insolvent or becomes subject to sanctions.
20.4 On termination, access ceases; the Customer may export its Listing Content for [30] days; pending Transactions are completed or unwound under the Dispute Resolution & Returns Policy; and clauses 12, 13, 15 to 18, 21 to 23, 26, 30 and 31 survive.
21. Warranties and disclaimers
21.1 Vistason warrants that it will provide the Services with reasonable skill and care and in accordance with applicable law.
21.2 Otherwise the Platform and Services are provided "as is" and "as available". To the maximum extent permitted by law, Vistason excludes all implied warranties, including merchantability, fitness for purpose, non-infringement and uninterrupted or error-free operation, and does not warrant the accuracy of Listing Content, AI-assisted output, quality scores, freight quotes or information from Customers or third parties, nor the performance of any Seller, Buyer, [PAYMENT SERVICES PROVIDER], forwarder or inspector.
22. Limitation of liability
22.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct or gross negligence, or any liability that cannot be limited by law.
22.2 Subject to clause 22.1, neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill or anticipated savings, loss or corruption of data, aircraft-on-ground costs or the cost of substitute material.
22.3 Subject to clauses 22.1 and 22.2, Vistason's total aggregate liability in any twelve-month period shall not exceed the greater of (a) the fees paid by the Customer to Vistason in that period and (b) USD [CAP AMOUNT].
22.4 Vistason is not liable for loss arising from the acts or omissions of any Seller, Buyer, [PAYMENT SERVICES PROVIDER], forwarder, inspector, verification provider or other third party, or from the Material itself, including its airworthiness, condition or provenance.
23. Indemnities
23.1 The Customer shall indemnify Vistason, its affiliates, officers, employees and agents against all losses, liabilities, costs (including reasonable legal fees), claims and fines arising from: (a) its Listing Content and Material, including any SUP, counterfeit, stolen or undisclosed-incident Material; (b) its breach of these Terms, the Platform Documents or applicable law, including export control, sanctions, anti-bribery and AML law; (c) claims by its counterparties, end users or third parties relating to a Sale Contract; and (d) the acts or omissions of its Authorised Users.
23.2 Vistason shall indemnify the Customer against third-party claims that the Platform software, as provided and used in accordance with these Terms, infringes that party's intellectual property rights, provided the Customer notifies Vistason promptly, lets Vistason control the defence and cooperates. Vistason may procure a licence, modify the Platform or terminate the affected Service with a pro-rata refund.
24. Insurance
24.1 Vistason recommends that Sellers maintain product liability and stock insurance, that Buyers insure Material in transit and that both consider aviation products liability cover appropriate to their activities. Shipment insurance may be offered through third parties in the Deal Room; Vistason is not the insurer.
25. Force majeure
25.1 Neither party is liable for failure or delay caused by events beyond its reasonable control — natural disaster, epidemic, war, terrorism, civil unrest, governmental action, sanctions, embargo, labour dispute (other than of its own staff), failure of utilities or telecommunications, or failure of [PAYMENT SERVICES PROVIDER] or a third-party provider — provided it notifies the other and mitigates. Accrued payment obligations are not excused.
26. Compliance with laws; anti-bribery; AML
26.1 Each party shall comply with all applicable laws, including aviation safety regulations, export control and sanctions law, anti-bribery law (including the UK Bribery Act 2010 and laws of similar effect such as the US FCPA), anti-money-laundering and counter-terrorist-financing law, competition law and data protection law.
26.2 The Customer shall not offer, give, request or accept any bribe, kickback or improper advantage in connection with the Platform or any Transaction and shall maintain adequate procedures to prevent bribery.
26.3 The Customer shall provide information reasonably requested for AML purposes and acknowledges that Vistason may file reports with competent authorities where required by law without notifying the Customer.
27. Notices
27.1 Notices to Vistason: legal@vistason.com and [ADDRESS]. Notices to the Customer: the email address of its Admin on record or an in-Platform notice. Email notices are deemed received on the next business day absent a bounce; posted notices on the third business day after posting.
28. Changes to these Terms
28.1 Vistason may amend the Terms and Platform Documents. Material changes are notified at least [30] days before taking effect; changes required by law or to address security or fraud may take effect sooner. Continued use after the effective date constitutes acceptance; the Customer may instead terminate under clause 20.1. Changes do not affect Sale Contracts already formed.
29. Assignment and subcontracting
29.1 The Customer may not assign these Terms without Vistason's prior written consent, not unreasonably withheld for a transfer to a successor of its whole business. Vistason may assign to an affiliate or successor and may subcontract, remaining responsible for its subcontractors.
30. Governing law and venue
30.1 These Terms and any non-contractual obligations arising from them are governed by the laws of [Spain], excluding its conflict-of-laws rules and the CISG as regards the relationship between Vistason and the Customer. The courts of [Madrid, Spain] have exclusive jurisdiction over disputes between Vistason and the Customer, without prejudice to Vistason's right to seek injunctive relief or enforce payment in any competent court, or to any arbitration clause in a signed enterprise agreement.
30.2 Sale Contracts between Seller and Buyer are governed by the law stated in the Listing or Deal Room or, absent a choice, by [the law of the Seller's place of business], and disputes between them not resolved under the Dispute Resolution & Returns Policy are referred to [ARBITRATION PROVIDER / courts as agreed in the Deal Room].
31. General
31.1 Severability. An invalid provision is modified to the minimum extent necessary and the remainder continues in force.
31.2 Entire agreement. These Terms, the Platform Documents and any signed order form are the entire agreement between Vistason and the Customer regarding the Platform and supersede prior agreements and representations.
31.3 Waiver; relationship; third parties. No delay in exercising a right is a waiver. The parties are independent contractors; nothing creates a partnership, agency or employment, save the settlement authority in clause 13. Only the indemnified persons in clause 23 may enforce these Terms as third parties.
31.4 Language; electronic contracting. These Terms are in English; translations are for convenience. Click-acceptance, electronic signatures and Platform records satisfy any writing or signature requirement.
32. Contact
32.1 legal@vistason.com · PostReach AI Limited, Room 1805-06, 18th Floor, Hollywood Plaza, 610 Nathan Road, Kowloon, Hong Kong · https://vistason.com.