Professional Terms — AIITO Pro Marketplace

1. Who these terms are between

These terms govern your participation as a professional in the AIITO Pro Marketplace ("the Marketplace") where you are registered with KATO INFORMATION TECHNOLOGY CO., LIMITED (Business Registration Number 60707143, "we", "us").

AIITO is operated by two companies. Our Japanese affiliate, KATO TECH LLC (カトーテック合同会社), runs the same Marketplace for professionals registered with it, under its own Japanese terms. You register with one of the two, not both. These terms apply to you because you registered with us.

We are the company that pays you. You see and quote on requests from clients we serve, and we pay you and take our fee. Requests from clients served by our Japanese affiliate do not come to you.

You take part in the Marketplace as a business, not as a consumer. Where these terms do not cover something, the AIITO Terms of Service and our other published policies apply.

2. Definitions

Marketplace — the platform function we operate that introduces clients to professionals and handles requests, quotes, engagements, collaboration, delivery, acceptance, reviews and payment.
Client — a user of the Service who requests work through the Marketplace.
You / professional — the business we have approved to provide work through the Marketplace.
Request — a piece of work a client posts.
Quote — the amount, timescale and conditions you offer for a request.
Engagement — the contract for the work, formed between the client and you when the client accepts your quote. We are not a party to it (section 4).
Work fee — the total the client pays for the work.
Platform fee — what we charge for providing the Marketplace, taken out of the work fee. The rate is 30% (section 7).
Your net — the work fee less the platform fee. This is what reaches you.
Deliverables — what you produce and hand over under an engagement.

3. Registration and approval

You apply in the way we specify, giving us your email address, display name and password, and optionally a profile and links to your work.
You also tell us the country or region in which you are resident or carry on business. We need it to open your payout account correctly with our payment provider, and you cannot be paid without it.
We email you to confirm the address. Your application is made when you follow the link in that email, and it then goes to review.
You start as pending review. Only once we approve you can you see requests, quote and take work. We do not publish our review criteria and we may decline an application without giving reasons.
If we decline, we delete the application data. We keep a record that a review took place, as part of our own audit records. You may apply again with the same email address.
Keep your registration details accurate and current. Do not misstate who you are, misrepresent your experience, or impersonate anyone.
Look after your ID and password. Do not let anyone else use them.
Do not transfer, lend or pass on your account or your position in the Marketplace without our written consent.

4. Our role — we introduce, we do not perform

We are an intermediary. We provide the place where clients and professionals meet, and the payment and record-keeping around it.
The engagement — what is to be done, to what standard, by when — is between the client and you. We are not a party to it and we do not warrant that the work will be performed, completed, fit for purpose or lawful.
Disputes between you and a client are for you and the client to resolve. We are not obliged to take part. We may help where it is sensible to do so, and we may calculate, hold back or adjust payments and fees as part of running the payment side (section 11). Doing so does not make us a party to the engagement.

5. How an engagement works

A client posts a request. Approved professionals can see it and quote.
When the client accepts your quote, the engagement is formed and you start work.
You work with the client through the task and message features and submit the deliverables.
The client accepts the deliverables, which completes the work, or asks for changes. You and the client may then review each other.
Deemed acceptance. If the client neither accepts nor asks for changes within 14 days of your submitting the deliverables, they are treated as accepted.
Deadlines and co-operation. Keep to the timescale you agreed. The client must give you the materials, information, approvals and access you need, when you need them. You are not responsible for delay caused by the client's failure to do so.
The stages and how they move are as set out in our published specification for the Marketplace.

6. What you must do

Carry out the work under the engagement with reasonable care and skill.
Warrant that the deliverables do not infringe anyone's copyright, trade marks or other rights, and that they comply with applicable law. Where you use third-party material — fonts, images, open-source components and the like — obtain the licences yourself.
Treat what you learn about a client as confidential and use it only for the work (section 18).
Comply with applicable anti-money-laundering, anti-bribery and sanctions law, including the Prevention of Bribery Ordinance (Cap. 201). Do not take part in, and do not have connections with, criminal organisations. If you are in breach, we may end your registration without notice and we are not liable for what follows.

7. Our platform fee

When an engagement completes, we take a platform fee of 30% of the work fee, and your net is the remainder.
We record and itemise the work fee, the platform fee and your net when the engagement completes.
We may change the rate. A change applies to work quoted after it takes effect, never to work already quoted or under way.
Hong Kong charges no sales tax, VAT or goods and services tax. No such tax is added to the platform fee. Tax on what you earn is dealt with in section 19.

8. Currency and exchange rates

You quote in the currency we make available to you. Where the client's currency is different, the client sees the amount converted into their currency.
The rate is fixed at the moment your quote is shown to the client, and is recorded against that quote. It does not move again if the market moves before the client accepts.
We take the rate from an external market source and apply a margin to it. The margin is what we charge for carrying the currency risk between the quote and the payment. It is separate from the platform fee.
You receive the amount you quoted, in the currency you quoted it in. Movements in the exchange rate between quote and payment do not change what reaches you.
If we cannot obtain a rate, we do not show a converted amount and your quote is not shown to that client. We would rather show nothing than show a figure we cannot stand behind.

9. Machine translation

Requests, messages and other text written by clients may be shown to you translated by machine into your language, and what you write may be shown to clients the same way.
The original text is always available, and the original is what counts. A translation is a convenience and we do not warrant that it is accurate.
Where the meaning matters — scope, price, deadlines, acceptance, rights — work from the original and ask the client if anything is unclear.
To translate, text is sent to the external AI services described in section 3 of our Privacy Policy — Microsoft's Azure OpenAI Service and, as back-up, Alibaba Cloud Model Studio — which process it outside Hong Kong. Under the terms on which we use those services, input and output are not used to train AI models. Do not put more personal data into quotes and messages than the work needs.
Machine translation may be unavailable for a period, for example where a provider does not offer, or stops offering, its service for Hong Kong, or while we change provider. While it is unavailable, text is shown in the language in which it was written, and the original continues to count under paragraph 2.

10. How you get paid

We pay your net on the basis of the record we make under section 7, by the method and on the timetable we publish.
To be paid you must complete onboarding with the payment provider we specify and give a valid receiving account. Keeping that account correct and current is your responsibility.
Your receiving account is held with our own payment platform, because we are the company that pays you. You complete onboarding once.
If a client's payment is reversed, refunded or charged back, we may hold, adjust or reclaim what relates to that engagement.
The payment provider's own terms, identity checks and decisions on whether a payment can be made apply and are outside our control.

11. Cancelling an engagement, and settlement

To stop an engagement after it has been formed, you and the client should agree and tell us in the way we specify. We do not act on the client's say-so alone.
We then decide, reasonably, what the client gets back and what you are paid, taking account of what each of you tells us and how far the work had progressed. We do the same where you and the client cannot agree on how far it had progressed.
You are paid for the part you performed, and we take our fee under section 7 on that part only. We take no fee on what is refunded to the client.
Where the work was not completed because of something you are responsible for, no work fee arises, and we adjust or return what the client has already paid.
If you think our decision is wrong, tell us. We will look at it again properly.
This section does not apply once the deliverables have been accepted.

12. Putting defects right

If the client tells you within 3 months of acceptance that the deliverables do not match what the engagement provided for, put it right at your own cost. This does not apply where the problem comes from the client's own instructions, or from changes to the client's environment or to third-party services.
Where the engagement says something different about this, the engagement governs.

13. Rights in what you produce

Rights in the deliverables pass as the engagement provides. Where the engagement says nothing, all copyright and other intellectual property rights in the deliverables pass to the client on the later of (i) acceptance (including deemed acceptance under clause 5.5) and (ii) payment in full. In this Marketplace the work fee is paid when the client accepts your quote, so in practice this is acceptance.
To the extent permitted by the Copyright Ordinance (Cap. 528) and any other applicable law, you waive your moral rights in the deliverables as against the client and anyone taking rights from the client.
The consideration for that transfer is included in the work fee. You cannot charge separately for it.
This does not affect general techniques, know-how or libraries you already had, or third-party material such as open-source components. Those stay with whoever owns them, and the client uses them on their own licence terms. You do, however, grant the client a perpetual, non-exclusive licence to the general techniques, know-how and libraries you already had, so far as the client needs it to use the deliverables for their intended purpose. (Without this the client cannot lawfully use what you delivered.)
Further documents. If the transfer needs to be shown to a third party, you will promptly execute the documents the client reasonably requires, through us. This obligation survives these terms (clause 21).
Showing the work as a sample. Even after rights pass to the client under the paragraphs above, you may show the deliverables as an example of your work, but only deliverables the client has made public (a non-exclusive licence from the client — clause 10.7 of the client terms), subject to the following.
1. If the client tells us or you to stop, you stop promptly. They do not have to give a reason.
2. Only what is already public may be shown. Nothing non-public may be included — no material, data, credentials or unannounced plans.
3. You must not present it in a way that suggests the client endorses you or is affiliated with you.
4. This paragraph is an exception to clause 18 (confidentiality). Anything beyond it breaches clause 18.

14. What you must not do

In addition to section 6:

Do not go around us. Do not take a client you met through the Marketplace off the platform in order to avoid our fee, and do not encourage a client to do so. This applies while you are registered and for 12 months after your last engagement with that client through the Marketplace.
If you do, you owe us an amount equal to the platform fee we would have received on that work. Our fee is the whole of our return on introducing that client to you, so that amount is a genuine estimate of what we lose. It is not a penalty.
Do not misstate your quotes, your track record or your reviews, manipulate ratings, or write reviews of yourself.
Do not use a client's information for anything other than the work, send unsolicited messages, or infringe our rights or anyone else's.
Do not do anything prohibited by the AIITO Terms of Service.
Do not do anything else we reasonably consider improper.

15. Reviews

You and the client may review each other on completed work, with a rating and a comment.
Reviews may be shown publicly on the Marketplace. Do not manipulate them, use them for retaliation, or write false ones.
We may hide a review that is plainly improper.

16. Suspension and termination

If you breach these terms, or we reasonably believe you are about to, we may stop work in progress, suspend your account or end your registration, without notice beforehand.
Where that affects an engagement that is under way, we deal with it as under section 11.
You may end your registration in the way we specify. What you already owe under engagements that are under way continues.

17. Liability

We do not warrant that any engagement will be formed, performed, or produce any particular result.
Nothing in these terms excludes or restricts our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or restricted.
Subject to paragraph 2, our liability to you in connection with an engagement is limited to the platform fee we actually received on that engagement, and covers direct loss only. We are not liable for loss of profit, loss of business, loss of opportunity or indirect loss.
Paragraph 3 does not apply where we have acted with wilful misconduct or gross negligence.
This section does not limit what you owe the client under the engagement, including under section 12.
We may change, interrupt or discontinue all or part of the Marketplace for business or technical reasons. We will tell you or publish notice of any significant change.

18. Confidentiality and personal data

Treat what you learn about a client through the Marketplace as confidential. Use it only for the work (except what clause 13.6 lets you show).
Where you handle personal data belonging to a client or the client's own users, you do so as a data processor acting for the client. Comply with the Personal Data (Privacy) Ordinance (Cap. 486) and any other data protection law that applies to you, keep the data secure, do not use it for any other purpose, do not sub-contract without our or the client's prior consent, and tell us and the client immediately if data is or may have been lost or disclosed.
Do not collect or use a client's personal data beyond what the work requires.
Your confidentiality obligations continue for 3 years after your registration ends.

19. Tax

Hong Kong charges no sales tax, VAT or goods and services tax, and none is added to what we charge you or pay you.
You are responsible for your own tax on what you earn through the Marketplace — profits tax, income tax or the equivalent where you are resident or carry on business — and for your own filings and records.
If you are outside Hong Kong, you are responsible for meeting the requirements of your own jurisdiction. Where law requires us to withhold an amount from what we pay you, we withhold it and give you a record of what was withheld.
We do not give tax advice.

20. Assignment

You may not assign or transfer your rights or obligations under these terms without our written consent.
We may transfer our rights and obligations under these terms as part of a transfer of all or part of our business, provided the transferee agrees to be bound by them.

21. Survival

Sections 7 (for fees already earned), 10, 12, 13, 14.1, 14.2, 17, 18, 19, 23 and 25 continue to apply after your registration ends, so far as their nature requires.

22. Severability and entire agreement

If any part of these terms is held invalid or unenforceable, the rest continues, and that part is read as the nearest valid meaning to what it was for.
These terms and our published Marketplace specification and policies form the whole of what is agreed between us about the Marketplace.

23. Changes to these terms

We may change these terms where the change is consistent with the purpose of this contract and is necessary and reasonable. We will publish the revised terms and the date they take effect in advance. Where a change is materially to your disadvantage, we will also email your registered address at least 30 days beforehand, and you may end your registration before it takes effect. If you use the Marketplace after a change takes effect, you accept the revised terms.

24. Notices

We give notice by email to your registered address, by display in the professional screens, or by publishing on the website. Email notice is treated as given when sent to your registered address and not returned to us as undeliverable. Keep your registered address up to date.

25. Governing law and jurisdiction

These terms are governed by the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong have exclusive jurisdiction over any dispute relating to these terms or the Marketplace, except where applicable law permits or requires proceedings to be brought elsewhere.

26. Language

These terms are published in English, Traditional Chinese and Japanese. If the versions differ, the English version prevails, except to the extent that applicable law requires otherwise.

27. Enquiries

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”; clauses 9.4 and 9.5 on machine translation added; takes effect on 14 October 2026) / KATO INFORMATION TECHNOLOGY CO., LIMITED