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Marketplace Terms (for Clients)

1. When these terms apply

  1. These terms apply when you (the "client") use the AIITO Pro Marketplace ("the Marketplace") to ask a third-party business — a studio, agency or freelancer ("professional") — to carry out design, development or similar work.
  2. They are between you and KATO INFORMATION TECHNOLOGY CO., LIMITED (Business Registration Number 60707143, "we", "us") and supplement the Terms of Service. Anything not covered here is governed by the Terms of Service. Where the two conflict, these terms prevail for your use of the Marketplace.
  3. For the Marketplace operated by our Japanese affiliate, KATO TECH LLC (カトーテック合同会社), see its Japanese terms of service. The governing law and courts are different.

2. Definitions

  1. Marketplace — the platform function we operate that introduces clients to professionals and handles requests, quotes, engagements, collaboration, delivery, acceptance, reviews and payment.
  2. Professional — a business approved by us, or by our Japanese affiliate, to provide work through the Marketplace.
  3. Request — a piece of work you post.
  4. Quote — the price, timeframe and conditions a professional offers for a request.
  5. Engagement contract — the contract for the work, formed between you and the professional when you accept a quote. We are not a party to it (clause 3).
  6. Work fee — the total amount you pay us for that request.
  7. Deliverables — the work, data and documents the professional produces and submits under the engagement contract.

3. Our role — we are an intermediary

  1. We are an intermediary. We introduce clients to professionals and provide the place, the payment mechanics and the record.
  2. The engagement contract formed when you accept a quote is between you and the professional. We are not a party to it, and we do not warrant the content, quality, legality or timeliness of the professional's work or deliverables.
  3. Disputes between you and the professional are to be resolved between you. We may, however, help where reasonable, and we may calculate, hold or adjust refunds and work fees within the scope of the payment we handle (clause 9). Doing so does not make us a party to the engagement contract.

4. Where professionals are, and who they registered with

  1. AIITO is operated by two companies: us, and our Japanese affiliate KATO TECH LLC. A professional registers with one of the two.
  2. Your request may receive quotes from professionals registered with our Japanese affiliate. Even then, our role towards you (intermediary), who you pay (us), and who handles refunds (us) do not change. The professional is paid by the company they registered with.
  3. Professionals may be located outside Hong Kong. The work, the communication with you, and the production of deliverables may take place outside Hong Kong.
  4. A professional's profile (display name, introduction, portfolio, reviews) is supplied by the professional. Please read it before you request work or accept a quote.

5. How a request becomes an engagement

  1. You post a request; approved professionals submit quotes.
  2. When you accept a quote, the engagement contract is formed and you work directly with the professional from then on. Accepting a quote cannot be undone (other than by cancellation under clause 9).
  3. You collaborate through the task and message features and receive the deliverables.
  4. You review the deliverables and accept them. You may also ask for revisions.
  5. Deemed acceptance: if you neither accept nor ask for revisions within 14 days of the professional submitting the deliverables, they are treated as accepted.
  6. Your cooperation: you will provide the material, information, decisions and access the work needs, in good time. The professional is not responsible for delay caused by your late cooperation.
  7. The stages and how they move are as published by us for the Marketplace.

6. Fees and payment

  1. You pay us the work fee for the quote you accept, by the method we specify (through our payment provider). Payment is taken when you accept the quote.
  2. The work fee includes both the professional's fee and our platform fee. Our fee is deducted from what the professional receives, so nothing is added on top of the work fee for you.
  3. Hong Kong has no sales tax, VAT or GST. The work fee shown on screen is the total you pay. No tax is added to it.
  4. You cannot accept a quote without a valid payment method on file.
  5. Refunds and cancellation are governed by the engagement contract and clause 9. Refunds are made to the payment method used, in the currency you paid.

7. Currency and exchange rate

  1. Every amount shown to you, and every amount we charge you, is in Hong Kong dollars.
  2. Professionals quote in their own currency. Where that is not Hong Kong dollars, we convert it and show — and charge — the Hong Kong dollar amount.
  3. The rate is fixed at the moment the quote is shown to you and recorded against that quote. If the market moves before you accept, the amount you are charged does not change.
  4. The rate is taken from external market data with a spread we set. The spread is what we charge for carrying the exchange-rate risk between quote and payment; it is separate from the platform fee in clause 6.2. We keep the rate applied as part of the quote record and will disclose it on request.
  5. A converted quote expires (7 days by default). An expired quote cannot be accepted. This is so that you are never charged on a stale rate after the market has moved.
  6. If we cannot obtain a rate, we do not show a converted amount and the quote is not shown to you. We would rather show nothing than show a figure we cannot justify.

8. Machine translation

  1. What you write — requests, messages and other text — may be machine-translated into the professional's language. What the professional writes may likewise be translated for you.
  2. The original is always available and the original governs. Translations are provided for convenience and we do not warrant their accuracy.
  3. Anything that turns on meaning — scope, price, deadline, acceptance, rights — should be judged from the original. If something is unclear, ask the professional.
  4. To translate, the text is sent to the external AI services described in section 3 of our Privacy Policy, which process it outside Hong Kong. Where you or the professional contract with us, the text is sent only to those services, even if the professional is registered with our Japanese affiliate. Under the terms on which we use those services, input and output are not used to train AI models. Please do not put more personal data into requests and messages than the work needs (this is the same principle as clause 8.6 of the Terms of Service).
  5. Machine translation may be unavailable for a period, for the reasons described in clause 8.8 of the Terms of Service. While it is unavailable, text is shown in the language in which it was written, and the original continues to govern under paragraph 2.

9. Cancelling part-way and settling up

  1. Once the engagement contract is formed, you cannot cancel the request by your decision alone. If you want to stop, discuss it with the professional and then tell us through the channel in clause 14.
  2. When you do, we will decide — reasonably, on what both sides tell us and how far the work has progressed — how much is refunded to you and how much is paid to the professional. The same applies where you and the professional cannot agree on how far the work progressed.
  3. We take our fee under clause 6.2 on the amount paid to the professional. We take no fee on the amount refunded to you.
  4. If the work was not completed for reasons attributable to the professional, no work fee arises for that request and we will refund or otherwise adjust anything already paid.
  5. If you disagree with our decision, tell us and we will reconsider in good faith.
  6. A request whose deliverables have been accepted is outside this clause.
  7. Payment-provider fees are not returned to us on a refund. We bear them; we do not deduct them from your refund.

10. Rights in deliverables, and putting defects right

  1. Ownership and transfer of rights in the deliverables are as set out in the engagement contract. Where it says nothing, all copyright and other intellectual property rights in the deliverables pass from the professional to you on the later of (i) acceptance (including deemed acceptance under clause 5.5) and (ii) payment of the work fee in full. In this Marketplace the fee is paid when you accept the quote, so in practice this is acceptance. The consideration for the transfer is included in the work fee; nothing further is payable by you.
  2. Moral rights. To the extent permitted by the Copyright Ordinance (Cap. 528) and any other applicable law, the professional will not assert their moral rights in the deliverables against you or anyone taking rights from you.
  3. What does not pass. The following stay with whoever owns them: (a) general techniques, know-how and libraries the professional already had; and (b) third-party material (fonts, images, open-source software). The professional grants you a perpetual, non-exclusive licence to (a), so far as you need it to use the deliverables for their intended purpose. You use (b) on its own licence terms.
  4. Further documents. If the transfer needs to be shown to a third party, the professional will promptly execute the documents you reasonably require, through us.
  5. Nothing passes before acceptance. If a request is cancelled under clause 9, how you may use any deliverables you have paid for forms part of our decision under clause 9.2.
  6. If, within 3 months of acceptance, you tell the professional that the deliverables do not match what the engagement contract provided for, the professional will put it right at their own cost. This does not apply where the mismatch follows from your own instructions, or from changes in your environment or in third-party services.
  7. Showing the work as a sample. Even after rights pass to you under clause 10.1, the professional may show the deliverables as an example of their work, but only deliverables you have made public. You grant the professional a non-exclusive licence for that purpose, subject to the following.
    1. You can tell us or the professional to stop at any time, and they will stop promptly. You do not have to give a reason. Write to aiito@kato-tech.com.hk.
    2. Only what is already public may be shown. Nothing non-public may be included — no material, data, credentials or unannounced plans.
    3. The professional must not present it in a way that suggests you endorse them or are affiliated with them.

11. What you must not do

In using the Marketplace, you must not:

  1. Post requests that are not genuine, that you do not intend to see through, or that disrupt us or other users.
  2. Steer a professional into dealing with you outside the Marketplace in order to avoid our fee.
  3. Use or disclose, for any other purpose, information you learn from a professional in the course of the work.
  4. Behave towards a professional in a discriminatory or abusive way, or request work that breaks the law.
  5. Resell or sub-license the deliverables or the Marketplace features without our consent.

12. Reviews

  1. You may review a professional after a request is completed. Reviews are shown to other users.
  2. What you write in a review may be machine-translated into every language we support and published in those languages. The original is always available.
  3. A review must be limited to facts from the actual engagement and to your honest opinion. It must not be false, abusive, or infringe anyone's rights. We may hide a review that we reasonably judge to breach this.

13. Personal data

  1. Where information you give a professional — in a request, a message, or for producing the deliverables — includes personal data, you confirm that you are entitled to provide it and have given any notice and obtained any consent required.
  2. Professionals may be located outside Hong Kong, and that information may be transferred outside Hong Kong. By using the Marketplace you agree to that transfer to the extent the work requires it.
  3. Our own handling of personal data is governed by the Privacy Policy.

14. Complaints

For questions or complaints about a Marketplace transaction: aiito@kato-tech.com.hk

15. Disputes and liability

  1. Disputes between you and a professional are to be resolved between you. We are not liable as a party to the engagement contract.
  2. Our liability in relation to the Marketplace is as set out in clause 15 (Liability) of the Terms of Service. Nothing in these terms excludes or limits the liabilities that clause 15.3 says cannot be excluded or limited.

16. Changes to these terms

We may change these terms by the same procedure as clause 19 of the Terms of Service. A change applies to engagement contracts formed after it takes effect; it does not apply to engagement contracts already formed or to quotes already issued.

17. Governing law and jurisdiction

These terms are governed by the laws of the Hong Kong Special Administrative Region, and the courts of Hong Kong have exclusive jurisdiction over disputes relating to the Marketplace — except where applicable law permits or requires proceedings elsewhere.

18. Language

These terms are published in English, Traditional Chinese and Japanese. If the versions differ, the English version prevails, except where applicable law provides otherwise.

19. Contact

aiito@kato-tech.com.hk

Issued: 1 September 2026 / KATO INFORMATION TECHNOLOGY CO., LIMITED

Amended: 14 October 2026 (registered English company name corrected to “KATO INFORMATION TECHNOLOGY CO., LIMITED”; clause 8.4 amended and clause 8.5 added on machine translation; takes effect on 14 October 2026) / KATO INFORMATION TECHNOLOGY CO., LIMITED