High-Risk Client Addendum #

(Aligned with Terms of Service – Effective 01 Feb 2026)

Effective Date: 01 Feb 2026
Entity: The Xdemór Group Limited
Company No.: 14456444
Registered Office: 86–90 Paul Street, London, EC2A 4NE, United Kingdom
Governing Law: England and Wales

1. Legal Status and Incorporation #

This High-Risk Client Addendum (“Addendum”) forms part of the contractual framework governing the Services provided by The Xdemór Group Limited (“Xdemór”).

This Addendum is incorporated by reference pursuant to Clause 8.10 (Policy Incorporation and Amendment) of the Terms of Service effective 01 Feb 2026 (“Terms”).

This Addendum applies prospectively from its Effective Date and does not retroactively alter accrued rights or obligations, except as permitted under the Terms.

2. No Independent Termination or Suspension Regime #

This Addendum does not create, and shall not be construed as creating, any independent or parallel rights of suspension, termination, escalation, or enforcement.

All suspension, termination, escalation, Final Lock, and enforcement actions are governed exclusively by Clause 9 (Termination and Suspension) of the Terms of Service.

This Addendum operates solely as a risk-classification and application layer, clarifying circumstances in which the mechanisms expressly provided under Clause 9 may be applied, accelerated, or maintained.

3. High-Risk Client Classification #

3.1 Basis of Classification #

For the purposes of Clause 9.2 and Clause 9.8 of the Terms, a Client may be classified as High-Risk where Xdemór, acting in good faith for legitimate risk-control, compliance, or operational purposes, reasonably determines the existence or likelihood of one or more of the following:

• non-payment, late payment, partial payment, or payment disputes;

• attempts to condition payment on service continuation;

• repeated scope volatility or persistent out-of-scope demands;

• regulatory, legal, platform, or compliance exposure;

• misuse, misrepresentation, sublicensing, or unauthorised resale of Services;

• administrative instability, inconsistent contractual authority, or entity disputes;

• conduct giving rise to suspension, escalation, or Final Lock risk under Clause 9.

This classification supplements and aligns with High-Risk Billing Behaviour as defined in Clause 9.8 of the Terms.

3.2 Unilateral Application and Notice #

Consistent with Clause 9.2 and Clause 9.8 of the Terms, High-Risk classification may be applied unilaterally by Xdemór.

Notice of High-Risk classification constitutes notice for the purposes of Clause 9 and does not require separate agreement, signature, or affirmative acceptance.

3.3 Additional High-Risk Criteria #

Conduct and Communication #

Without limitation to Clause 3.1, a Client may be classified as High-Risk where Xdemór reasonably determines that the Client, its representatives, or affiliated parties engage in conduct including but not limited to:

• abusive, offensive, or derogatory language, including insults, profanity, or personal attacks directed at personnel;
• threatening behaviour, including direct or implied threats (legal, reputational, financial, or personal);
• harassment, intimidation, or coercive communication, including repeated pressure, escalation tactics, or attempts to force actions outside agreed processes;
• persistent use of hostile or disruptive tone that materially impacts communication efficiency, delivery timelines, or team operations;
• conduct that creates an unsafe, non-cooperative, or operationally unstable working environment;
• bypass or abuse of communication channels, including excessive, fragmented, or uncontrolled communication across multiple platforms impairing execution.

For the avoidance of doubt, such conduct shall constitute a material operational risk, regardless of payment status or contractual standing.

Xdemór reserves the right, at its sole discretion, to:

• restrict communication channels (including limiting interaction to formal written communication);
• suspend or limit service execution;
• reassign or withdraw resources;
• terminate services in accordance with applicable policies.

4. Financial and Payment Controls #

(Aligned with ToS §8 and §9.8)

Where a Client is classified as High-Risk, Xdemór may apply one or more of the measures expressly contemplated under Clause 9.8 of the Terms, including:

• conversion of Services to 100% upfront payment;

• requirement of deposits, rolling prepayments, or minimum prepaid balances;

• suspension or non-commencement of Services pending full settlement;

• refusal to commence or continue Services until advance payment is received.

These measures:

• do not constitute termination;

• do not waive outstanding obligations;

• do not trigger reinstatement unless expressly confirmed by Xdemór.

5. Operational and Scope Controls #

(Risk-control consequences consistent with ToS §9)

Where High-Risk classification applies, Xdemór may, as a risk-mitigation measure:

• treat scope as locked unless expressly re-agreed in writing;

• disregard informal, verbal, or third-party instructions;

• refuse changes, refinements, or discretionary adjustments;

• reduce or withdraw response times, delivery cadence, or support scope.

These controls do not modify, replace, or limit the remedies available under Clause 9 of the Terms.

6. Suspension, Escalation, and Final Lock #

(Explicit alignment with ToS §9.2, §9.3, §9.7)

Where a Client is classified as High-Risk, Xdemór may, in accordance with Clause 9 of the Terms:

• apply suspension as a protective, preventative, or permanent measure;

• escalate without a cure period where continued service would increase risk;

• initiate escalation leading to Final Lock under Clause 9.7.

Nothing in this Addendum expands or contracts the scope, effect, or safeguards of Clause 9.

7. Records and Evidence #

(Support for enforcement under ToS §9)

Consistent with enforcement and escalation under Clause 9, operational records maintained by Xdemór  including billing records, system logs, access logs, deployment history, and platform activity records  constitute primary evidence of:

• service status and delivery;

• client conduct relevant to enforcement;

• suspension, escalation, or Final Lock triggers.

8. Priority and Non-Conflict #

In the event of any inconsistency:

1. The Terms of Service (Effective 01 Feb 2026) shall prevail;

2. this Addendum shall be interpreted to give full effect to Clause 9 of the Terms;

3. no provision of this Addendum shall be construed as creating a separate termination, suspension, or enforcement regime.

9. Material Change Confirmation #

For the avoidance of doubt, this Addendum constitutes a risk-control and compliance instrument and does not introduce a Material Change as defined in Clause 11A of the Terms.

Application or amendment of this Addendum for risk-control, security, compliance, or abuse-prevention purposes shall not be deemed a Material Change.

10. Survival #

This Addendum survives suspension or termination to the extent necessary to support enforcement, escalation, payment recovery, and evidentiary matters under Clause 9 of the Terms.

11. Governing Law and Jurisdiction #

This Addendum is governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction.