Terms and Conditions of Service

These Terms and Conditions of Use, Terms and Conditions of the Service and this Agency Agreement are Version 2.8. We issued them on 26th September 2026. We will update them from time to time. When we do, we will tell you. If you do not accept the changes then email us at [email protected] to say you do not accept a change, otherwise we will treat you as accepting the changes.

Terms and Conditions of Use

These are the terms of use for the Trusted Payments App.

1 ABOUT US AND THESE TERMS

1.1 Company details. Trusted Payments Limited (company number 14045911) (we, us and our) is a company registered in England and Wales, and our registered office is at Richmond House, Walkern Road, Stevenage, United Kingdom, SG1 2AD.

1.2 Contacting us. To contact us, email us at [email protected]. How to give us formal notice of any matter under these Terms of Use is set out in clause 16.6.

1.3 What these terms cover. These terms of use (Terms of Use) govern your access to and use of our software application and web application, together with any related websites, portals, content and functionality we make available through them (together, the App). They apply whether you download the App, register an account, browse it, or use it in any other way.

1.4 Why you should read them. Please read these Terms of Use carefully before you start to use the App. By downloading, accessing, registering for or using the App, you confirm that you accept these Terms of Use and that you agree to comply with them. If you do not agree to these Terms of Use, you must not use the App.

1.5 Who these terms apply to. These Terms of Use apply to every person who accesses or uses the App, whether as a consumer arranging home improvement or related works (referred to in the Contract as a User), as a business providing those works (referred to in the Contract as a Contractor), or otherwise. In these Terms of Use, you and your mean the person accessing or using the App.

1.6 Consumers and business users. Some provisions of these Terms of Use apply differently depending on whether you are a consumer or a business user:

(a) you are a consumer if you are an individual and you are using the App wholly or mainly for your personal use (and not for use in connection with your trade, business, craft or profession); and

(b) you are a business user if you are using the App wholly or mainly in connection with your trade, business, craft or profession, including where you are a Contractor. If you use the App on behalf of a business, you confirm that you have authority to bind that business to these Terms of Use, and references to you include that business.

1.7 Other terms that apply to you. These Terms of Use refer to the following additional terms, which also apply to your use of the App:

(a) our terms and conditions for the supply of the Services (the Terms and, together with any related services agreement, the Contract), which govern the Main Service, the Related Services, the Related Services Agreement and Payments for Related Services;

(b) our privacy policy at https://trustedpayments.uk/privacy-policy, which sets out how we use your personal information; and

(c) any additional terms, policies, guidance or acceptable use rules that we make available through the App from time to time and identify as applying to a particular feature.

1.8 How these Terms of Use work with the Contract. These Terms of Use are separate from, and in addition to, the Contract. These Terms of Use govern your access to and use of the App itself. The Contract governs the Services, including the arrangement of Related Services with Contractors, the Related Services Agreement, Payments for Related Services, the Completion Payment, the Warranty and dispute resolution. If there is any conflict between these Terms of Use and the Contract in relation to the Services, the Contract prevails; in relation to your access to and use of the App, these Terms of Use prevail. Neither document limits or affects the exclusions and limitations of liability set out in the other.

1.9 Defined terms. Words and expressions defined in the Terms have the same meaning when used in these Terms of Use unless we say otherwise. In these Terms of Use, writing or written includes email.

1.10 Language. These Terms of Use are made only in the English language.

2 CHANGES TO THESE TERMS AND TO THE APP

2.1 We may amend these Terms of Use. We may amend these Terms of Use from time to time to reflect changes in applicable law, regulatory requirements, industry guidance or codes, security requirements, or changes to the App or the way we operate it. Every time you wish to use the App, please check these Terms of Use to ensure you understand the terms that apply at that time. We will give you reasonable notice of any material change, and where the change is material and disadvantageous to you, you may stop using the App and close your account.

2.2 The date of these Terms of Use. These Terms of Use were most recently updated on the date shown in the App.

2.3 We may make changes to the App. We may update and change the App from time to time to improve performance, enhance functionality, reflect changes to the Services, or address security issues. We will try to give you reasonable notice of any major changes.

2.4 We may suspend or withdraw the App. The App is made available free of charge. We do not guarantee that the App, or any content or functionality on it, will always be available or be uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the App for business, operational, security or maintenance reasons. We will try to give you reasonable notice of any suspension or withdrawal, unless the circumstances make that impracticable.

2.5 Effect on projects in progress. Any suspension, withdrawal or restriction of the App does not of itself terminate the Contract or any Related Services Agreement, and the provisions of the Contract continue to apply to any Related Services in progress.

3 ACCESSING THE APP

3.1 How you access the App. The App is made available to consumers as a mobile application for download on iOS and Android devices, and to Contractors and other business users through a web browser. Some features are only available on one of those channels, and we may vary the features available on each from time to time.

3.2 Your device and connection. You are responsible for arranging and paying for the device, operating system, internet access and data connection needed to use the App, and for any charges your network or internet provider makes. You are responsible for ensuring that your device meets the minimum technical requirements notified in the App or the relevant app store, and for checking that your use of the App complies with your own network or device usage rules.

3.3 Keeping your access details secure. You must treat your login details, password and any other access credentials as confidential, and you must not disclose them to any third party. We have the right to disable any account or credentials, at any time, if in our reasonable opinion you have failed to comply with any of these Terms of Use.

3.4 Unauthorised use. If you know or suspect that anyone other than you knows your access credentials, or that your account has been used without your authority, you must promptly notify us at [email protected].

3.5 Security of the App. You must not attempt to gain unauthorised access to the App, the server on which the App is stored, or any server, computer or database connected to the App. You must not attack the App via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the App will cease immediately.

3.6 You must not rely on the App being secure in all circumstances. We will use reasonable skill and care to keep the App secure, but no system is completely secure and we cannot guarantee that the App will be free from bugs, viruses or unauthorised access. You are responsible for configuring your device and using your own virus protection software.

4 YOUR ACCOUNT

4.1 Eligibility. You may only register for and use an account if you are at least 18 years old, you have the legal capacity to enter into a binding contract, and, where you register as a business user, you are authorised to act on behalf of the business concerned.

4.2 Accurate information. You must provide accurate, current and complete information when you register and when you use the App, and you must keep that information up to date. This includes any information provided as part of our vetting, verification or onboarding checks.

4.3 One account. You must not create more than one account without our written consent, register an account in a false name, or allow any other person to use your account.

4.4 Verification. We may carry out identity, address, insurance, accreditation, credit, sanctions, anti-money laundering or other verification checks on you before or after you register, and we may refuse, suspend or close an account where those checks are not satisfactorily completed.

4.5 Closing your account. You may close your account at any time by contacting us at [email protected]. Closing your account does not end the Contract or any Related Services Agreement, and does not affect any rights or obligations that have already arisen, including in relation to any Completion Payment, Charges, Payments for Related Services or the Warranty.

5 LICENCE TO USE THE APP

5.1 Licence. In consideration of you agreeing to comply with these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to download a copy of the App onto a device you own or control, and to access and use the App, in each case solely for the purposes contemplated by these Terms of Use and the Contract, and in accordance with any applicable app store rules. This is a licence, not a sale. We and our licensors remain the owners of the App at all times.

5.2 Restrictions. Except as expressly permitted by these Terms of Use or by applicable law which cannot be excluded, you must not:

(a) copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

(b) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;

(c) make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

(d) disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the App, or attempt to do any such thing, except to the extent that such actions cannot be prohibited because they are necessary to obtain the information needed to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities is used only for the Permitted Objective, is not disclosed or communicated without our prior written consent to any third party, and is not used to create any software that is substantially similar in its expression to the App;

(e) use the App, or any content or data obtained from it, to build or improve a competing product or service, or to train any machine learning or artificial intelligence model;

(f) use any robot, spider, scraper, data mining tool or other automated means to access, extract, copy or monitor any part of the App or its content, or to reproduce or circumvent its navigational structure or presentation;

(g) remove, obscure or alter any copyright, trade mark or other proprietary notice on or in the App; or

(h) provide or otherwise make available the App in whole or in part in any form to any person without our prior written consent.

5.3 Updates. From time to time we may issue updates to the App. Depending on the update, you may not be able to use the App until you have downloaded or installed the latest version and accepted any new terms. We will use reasonable endeavours to support the current version of the App and the two immediately preceding versions, and to support the operating system versions supported by the relevant device manufacturer. We are not obliged to support any other version.

5.4 Open source and third party components. The App may include third party or open source software components which are licensed to you on the terms of the relevant third party licence, and those terms prevail over these Terms of Use to the extent of any conflict in respect of those components.

6 APP STORE TERMS

6.1 Apple App Store. Where you have downloaded the App from the Apple App Store, the following provisions apply and, in the event of any conflict with the rest of these Terms of Use, prevail in respect of that download:

(a) these Terms of Use are concluded between you and us only, and not with Apple Inc. (Apple). We, and not Apple, are solely responsible for the App and its content;

(b) the licence granted to you in clause 5.1 is limited to a non-transferable licence to use the App on any Apple-branded product that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing;

(c) we, and not Apple, are solely responsible for providing any maintenance and support services in respect of the App. Apple has no obligation whatsoever to furnish any maintenance or support services in relation to the App;

(d) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund any purchase price paid by you for the App. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The App is currently made available free of charge;

(e) we, and not Apple, are responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation;

(f) in the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of that claim;

(g) you represent and warrant that you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a terrorist supporting country, and that you are not listed on any US Government list of prohibited or restricted parties; and

(h) you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary.

6.2 Google Play. Where you have downloaded the App from Google Play, you acknowledge that these Terms of Use are concluded between you and us only, and not with Google. Google is not responsible for the App or its content, and has no obligation to provide any maintenance or support in respect of it. Your use of the App must also comply with the Google Play Terms of Service then in force.

6.3 App store rules generally. Your use of the App may also be subject to the rules, policies and terms of the relevant app store from which you obtained it. You are responsible for complying with those rules, policies and terms. If they conflict with these Terms of Use, the app store rules prevail to the extent required by the app store operator, but only in respect of your download and installation of the App.

6.4 Web access. Contractors and other business users who access the App through a web browser do not obtain the App from an app store, and clauses 6.1 to 6.3 do not apply to that access.

7 ACCEPTABLE USE

7.1 Permitted use. You may use the App only for lawful purposes and in accordance with these Terms of Use. You may use the App to arrange, agree, manage, record, communicate about and make payments in relation to home improvement and related projects in accordance with the Contract, and for no other purpose.

7.2 Prohibited use. You must not:

(a) use the App in any way that breaches any applicable local, national or international law or regulation, or that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(b) use the App to circumvent, or attempt to circumvent, the payment, milestone, completion, Warranty or dispute resolution processes set out in the Contract, including by agreeing with another user that all or part of a project will be taken off the App, paid for outside the App, or recorded inaccurately in the App;

(c) use the App to solicit any user to enter into arrangements outside the App, or to advertise or promote any competing product or service;

(d) impersonate any person, or misrepresent your identity, qualifications, accreditations, insurance, affiliation with any person, or the scope, price or status of any works;

(e) use the App in any way that is, or is intended to be, harmful to any person, or that harasses, abuses, threatens or intimidates any other user or any member of our staff;

(f) transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

(g) knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

(h) collect or harvest any information or data from the App, or from our systems, or attempt to decipher any transmissions to or from the servers running the App; or

(i) do anything that imposes an unreasonable or disproportionately large load on the App or our infrastructure.

7.3 Breach of this clause. We will determine, acting reasonably, whether there has been a breach of this clause 7. Where a breach has occurred, we may take such action as we deem appropriate, including issuing a warning, removing content, suspending or permanently withdrawing your right to use the App, taking legal proceedings against you, and disclosing information to law enforcement authorities.

7.4 Relationship with the Contract. A breach of this clause 7 may also constitute a material breach of the Contract for the purposes of clause 11.1 of the Terms.

8 YOUR CONTENT

8.1 What we mean by Your Content. Your Content means anything you upload to, post on, transmit through or generate using the App, including photographs and videos of properties and works, project descriptions, scopes of work, quotations, specifications, plans, drawings, invoices, receipts, certificates, messages and correspondence with other users, snagging lists, completion notifications, ratings, reviews and feedback.

8.2 You own Your Content. You retain all ownership rights in Your Content. Nothing in these Terms of Use transfers ownership of Your Content to us.

8.3 Licence you give to us. By uploading or submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to use, store, copy, host, adapt, reformat and display Your Content, for so long as is necessary in order to:

(a) operate, provide, maintain and improve the App and the Services;

(b) make Your Content available to the other parties to the relevant project, and to their and our professional advisers, insurers and subcontractors, to the extent required for the project;

(c) administer the Warranty, and to provide Your Content to the DRO, to any expert or surveyor appointed by the DRO, and to our insurers, in connection with any claim, complaint or dispute; and

(d) comply with any legal or regulatory obligation, or to establish, exercise or defend legal claims.

8.4 Wider marketing use. We will not use Your Content for marketing or promotional purposes without your prior consent. Where you give that consent, you may withdraw it at any time by contacting us, and we will stop using Your Content for those purposes within a reasonable period, although we are not required to recall material already published or distributed.

8.5 Your warranties about Your Content. Each time you upload or submit Your Content, you warrant that:

(a) you own Your Content, or you have all rights, licences and permissions necessary to grant the licence in clause 8.3;

(b) Your Content complies with the content standards in clause 8.6; and

(c) where Your Content includes images of, or information about, any property or person other than you, you have obtained all necessary consents from the owner or occupier of that property and from any identifiable individual, including consent to that content being processed as described in these Terms of Use and our privacy policy.

8.6 Content standards. Your Content must be accurate where it states facts, genuinely held where it states opinions, and must comply with applicable law. Your Content must not:

(a) be defamatory, obscene, offensive, hateful, inflammatory, threatening, abusive or discriminatory;

(b) promote or depict violence, or any illegal activity or unsafe working practice;

(d) contain any personal information about another person which you are not entitled to share, or any payment card or bank account details;

(e) be likely to deceive any person, or breach any legal duty owed to a third party, such as a duty of confidence; or

(f) give the impression that it emanates from us, or that it is endorsed by us, the DRO, TrustMark or any other scheme, body or accreditation, if that is not the case.

8.7 Ratings and reviews. Where the App allows you to rate or review another user, your rating or review must reflect your own genuine experience of that project. You must not offer, request or accept any payment or other incentive in exchange for a rating or review. We may remove any rating or review that we reasonably believe does not comply with this clause.

8.8 We may remove content. We do not routinely monitor Your Content before it appears in the App, but we have the right to remove, edit or refuse to display any of Your Content that we reasonably consider breaches these Terms of Use, is unlawful, or gives rise to a risk of harm. Where we do so, we will notify you of the reason, unless we are prevented from doing so by law or it would be unreasonable in the circumstances to do so.

8.9 Reporting content. If you consider that any content in the App is unlawful, infringes your rights or otherwise breaches these Terms of Use, please contact us at [email protected] with details of the content and the reason for your complaint.

8.10 Messages between users. Messages sent between users through the App are not private as between you and us. We may access, retain and disclose the content of messages and other project records where it is necessary to operate the App, to administer the Warranty, to investigate a complaint or suspected breach of these Terms of Use, to refer a matter to the DRO under clause 14 of the Terms, to protect the safety of any person, or to comply with a legal or regulatory obligation.

8.11 Storage and back-ups. We are not obliged to store Your Content indefinitely, and we may set limits on the volume or type of content that may be uploaded. You are responsible for keeping your own copies of anything important to you. We will retain project records for the periods set out in our privacy policy, including for so long as is necessary to administer the Warranty.

8.12 Responsibility for Your Content. You are solely responsible for Your Content, and you will indemnify us against any losses, damages, costs and expenses (including reasonable legal fees) we suffer or incur arising out of any third party claim that Your Content, or our use of it in accordance with clause 8.3, infringes that third party's rights or breaches applicable law. This clause 8.12 does not apply to you if you are a consumer.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 Our rights. We are the owner or the licensee of all intellectual property rights in the App, in the material published on or through it, and in the Trusted Payments name, logo and other brand features. Those works are protected by copyright, trade mark and other laws and treaties around the world. All such rights are reserved.

9.2 Your rights. You have no rights in or to the App, or the material published on or through it, other than the right to use it in accordance with these Terms of Use.

9.3 Feedback. If you send us any suggestions, ideas or feedback about the App, you agree that we may use them without restriction and without any obligation to compensate you, and you waive any moral rights you may have in them so far as the law allows.

9.4 Aggregated and anonymised data. We may compile and use aggregated and anonymised data derived from use of the App, provided that such data does not identify you or any individual, for the purposes of operating, analysing and improving the App and the Services, for research, and for statistical and reporting purposes.

10 THE ROLE OF THE APP AND RELIANCE ON INFORMATION

10.1 What the App is. The App is a tool that allows Users and Contractors to agree, record, manage and pay for projects, and through which we provide the Main Service. We do not carry out the Related Services, we do not supervise them, and we are not a party to any Related Services Agreement other than as agent for the User to the limited extent set out in clause 2.5 of the Terms.

10.2 Content provided by other users. Information in the App about a Contractor, a User, a project, a price, a timescale or a scope of work is provided by the relevant user and not by us. We do not verify the accuracy of that information, except to the extent of the verification checks described in clause 4.4, and we are not responsible for it.

10.3 Accreditations. Where the App displays that a Contractor is registered with a membership or accreditation body, that indicates only what the relevant body has confirmed or what the Contractor has provided to us. Accreditation status may change, and you should carry out your own checks where the status is important to you.

10.4 No advice. Content in the App is provided for general information only. It is not advice on which you should rely, and it is not legal, financial, insurance, structural, surveying, building control or other professional advice. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of content in the App.

10.5 Estimates and indicative figures. Any cost estimate, timeline, cash flow projection, forecast or similar figure generated by the App is indicative only, is based on the information entered into the App, and does not form part of the Contract or any Related Services Agreement unless expressly agreed by the relevant parties using the designated functionality in the App.

10.6 Third party links. Where the App contains links to other sites, applications and resources provided by third parties, those links are provided for your information only, and we have no control over the contents of those sites or resources. Their inclusion does not imply any endorsement by us.

10.7 Payments. All payments made through the App are made in accordance with the Contract. Nothing in these Terms of Use varies the payment, Completion Payment, Charges or refund provisions of the Contract.

11 HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1 Privacy. We will only use your personal information as set out in our privacy policy at https://trustedpayments.uk/privacy-policy, the terms of which are incorporated into these Terms of Use.

11.2 Device permissions. The App may ask for permission to access features of your device, such as the camera, photo library, location services, notifications and storage. You may withdraw those permissions at any time through your device settings, but some features of the App may not work, or may not work properly, if you do so.

11.3 Notifications. We may send you push notifications, in-app messages, emails and text messages relating to your account and your projects, including notifications about milestones, completion, payments and disputes. Service messages of this kind are necessary for the operation of the App and the Contract, and you cannot opt out of them while you have an active account or project, although you may be able to control how they are delivered through your device settings. You may opt out of marketing messages at any time.

12 OUR RESPONSIBILITY FOR LOSS OR DAMAGE

12.1 We do not exclude liability where we cannot lawfully do so. Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by English law.

12.2 If you are a consumer. If you are a consumer, the following apply:

(a) we are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Use, or of our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen, or if, at the time you accepted these Terms of Use, both we and you knew it might happen;

(b) we are not liable for business losses. The App is made available to you for domestic and private use. If you use the App for any commercial or business purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity;

(c) if defective digital content that we have supplied damages a device or digital content belonging to you, and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge, or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us; and

(d) you have legal rights in relation to digital content that is faulty or not as described. Nothing in these Terms of Use affects those legal rights. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards office.

12.3 If you are a business user. If you are a business user, the following apply:

(a) we exclude all implied conditions, warranties, representations or other terms that may apply to the App or any content in it, to the fullest extent permitted by law;

(b) we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the App, or use of or reliance on any content displayed in the App, in respect of any loss of profits, loss of sales, business or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation, loss of use or corruption of software, data or information, or any indirect or consequential loss; and

(c) subject to clause 12.1, our total liability to you arising under or in connection with these Terms of Use, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will be limited to a total of £5,000.

12.4 Aggregate liability with the Contract. Where the same event, or series of connected events, gives rise to liability both under these Terms of Use and under the Contract, our total aggregate liability in respect of that event or series of connected events will not exceed the cap set out in clause 9.4 of the Terms, and the caps are not cumulative.

12.5 Matters we are not responsible for. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack or other technologically harmful material that may infect your device, programs, data or other proprietary material due to your use of the App, or to your downloading of any content from it or from any website linked to it. We will not be liable for any loss or damage arising from your failure to comply with clauses 3.3, 3.5 or 5, or from your use of an unsupported version of the App or of your device operating system.

12.6 Matters governed by the Contract. We are not responsible for the performance, quality, timeliness or completion of any Related Services, or for the acts or omissions of any Contractor or User. Our responsibility in relation to the Services, the Warranty and the Completion Payment is set out in the Contract, and in particular in clauses 8 and 9 of the Terms.

12.7 Survival. This clause 12 will survive termination of these Terms of Use.

13 SUSPENSION AND TERMINATION

13.1 How we may end your right to use the App. We may suspend or end your right to use all or part of the App immediately by written notice if:

(a) you commit a serious or repeated breach of these Terms of Use, or a material breach that is capable of remedy and that you fail to remedy within 15 days of being notified in writing to do so;

(b) we reasonably suspect that your account has been used fraudulently, unlawfully, or without authority;

(d) the Contract is terminated in accordance with clause 11 of the Terms; or

(e) we are required to do so by law, by a regulator, or by an app store operator.

13.2 What happens when your right to use the App ends. When your right to use the App ends, you must stop all use of the App and delete any copy of it from your devices, and the licence in clause 5.1 comes to an end. Ending your right to use the App does not affect any rights or obligations that have already arisen under the Contract, including in relation to any Completion Payment, Charges, Payments for Related Services, the Warranty or any dispute referred to the DRO. Where a project is in progress, we will take reasonable steps to enable the parties to complete it and to access the records they need, notwithstanding the loss of App access.

13.3 Access to your records. On request made within 30 days of your account being closed, we will provide you with a copy of the project records relating to you that we hold, in a commonly used electronic format, unless we are prevented from doing so by law.

14 EVENTS OUTSIDE OUR CONTROL

14.1 Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control, including any failure of a telecommunications network, internet service provider, hosting provider, app store, payment service provider or other third party service on which the App depends.

14.2 What happens if such an event occurs. If such an event takes place, we will contact you as soon as reasonably possible to notify you, and our obligations under these Terms of Use will be suspended for the duration of the event. We will resume performance as soon as reasonably practicable after the event is over.

15 COMPLAINTS AND DISPUTES

15.1 Complaints about the App. If you have a complaint about the App, please contact us at [email protected]. We will acknowledge your complaint within five working days and will aim to provide a substantive response within 20 working days.

15.2 Disputes about a project. Any disagreement, dispute or claim concerning the Related Services, a Related Services Agreement, a milestone payment, completion, the Completion Payment or the Warranty is dealt with under clause 14 of the Terms, and not under this clause.

15.3 Disputes about these Terms of Use. If a dispute arises between us in relation to these Terms of Use, we will each try to resolve it by informal negotiation in the first instance. Nothing in this clause prevents either of us from applying to a court for interim relief, or, if you are a consumer, affects your right to bring proceedings in the courts.

16 GENERAL

16.1 Assignment and transfer. We may transfer our rights and obligations under these Terms of Use to another organisation, and we will tell you in writing if this happens. You may only transfer your rights or obligations under these Terms of Use to another person if we agree in writing.

16.2 Waiver. If we do not insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you, or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.3 Severance. Each of the paragraphs of these Terms of Use operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.4 Entire agreement. These Terms of Use, together with the Contract and our privacy policy, constitute the entire agreement between us in relation to your use of the App, and supersede any previous terms of use.

16.5 Third party rights. Except as set out in clause 6.1(h) in respect of Apple, no person other than you and us has any right to enforce any term of these Terms of Use.

16.6 Notices. Any notice or other communication given under or in connection with these Terms of Use must be in writing and may be given by email, to us at [email protected] and to you at the email address recorded in your account, or by post to the registered office or address recorded in your account. A notice sent by email is deemed received at 9.00 am on the next working day after transmission, and a notice sent by pre-paid first class post is deemed received at 9.00 am on the second working day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action.

16.7 Governing law and jurisdiction. These Terms of Use, their subject matter and their formation are governed by English law. If you are a consumer, you and we both agree that the courts of England and Wales will have exclusive jurisdiction, except that if you are a resident of Scotland you may also bring proceedings in Scotland, and if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland. If you are a business user, you and we irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Terms and Conditions of the Service

IT IS HEREBY AGREED

1 ABOUT US

1.1 Company details. Trusted Payments Limited (company number 14045911) (we and us) is a company registered in England and Wales, and our registered office is at Richmond House, Walkern Road, Stevenage, United Kingdom, SG1 2AD.

1.2 Contacting us. To contact us, contact our customer service team at [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 13.2.

2 OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the supply of Services (as defined in clause 2.2) to you (You/User) (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Services. Access to and use of the app (App), which enables you to engage with and manage projects through the platform (Main Service), the agreement between the User and independent contractors (Contractors) of the terms of project-related work (Related Services Agreement), the provision of services pursuant to a Related Services Agreement to a User by Contractors through the App to deliver specific project-related work as requested by a User (Related Services), and payment by You to Contractors for the Related Services (Payments for Related Services) (together the “Services”).

2.3 Contractors. The Contractors are individuals or companies which may be engaged to carry out the Related Services. Contractors may be registered with a membership association which provides accreditation in relation to the Related Services. Details of current recognised accreditation bodies are available in the App and may be updated from time to time. By agreeing to provide Related Services to you through the App, a Contractor also agrees to be bound by these Terms where expressly stated. For these purposes, references in these Terms to a “party” or “parties” shall include the relevant Contractor. For the avoidance of doubt, we do not act as agent for the Contractors.

2.4 DRO. Any Completion Payment (as defined at clause 3.4) paid via the App will be held in a designated client account operated and controlled by the Dispute Resolution Ombudsman (CRN:08945616) (“DRO”). For the avoidance of doubt, the Completion Payment is not held by Trusted Payments Limited. Trusted Payments Limited has no beneficial interest in, control over, or authority to release the Completion Payment other than in accordance with these Terms.

2.5 Agency Agreement. You appoint us as your agent solely for the purposes of: (i) facilitating the negotiation and conclusion of Related Services Agreements with Contractors through the App; (ii) receiving Payments for Related Services from you on your behalf; and (iii) transmitting Payments for Related Services to Contractors on your behalf. For the avoidance of doubt, we do not act as agent for any Contractor, we do not supervise or perform the Related Services, and we are not responsible for the quality, performance or completion of any Related Services. Our authority as your agent is limited to the matters expressly set out in this clause and the agency agreement entered into between us and you around the date of these Terms (Agency Agreement).

2.6 Entire agreement. The Contract, together with the Agency Agreement, constitutes the entire agreement between the User and us regarding its subject matter. The User acknowledges that the User has not relied on any statement, promise, representation, assurance or warranty that is not set out in the Contract or the Agency Agreement.

2.7 Language. These Terms and the Contract are made only in the English language.

3 PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. You may only submit, accept, make changes to and cancel an order using the method set out on the software application or website browser made available to you (App).

3.2 Variation to the order. Our order process lets you review and amend your order before submitting it to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate. If there are any changes to be made to the order, these should be done via the App only. Any variations not recorded in the App will not be covered under clause 9 of these Terms.

3.3 Confirmation of your order. Prior to the commencement of any Related Services, a User and the Contractor must mutually agree on the scope, pricing and timeline of the services to be provided. The agreed terms will form the Related Services Agreement. We will act as agent to the User to facilitate agreement of the Related Services Agreement. The Related Services Agreement must be documented and posted on the App using the designated functionality.

3.4 Completion Payment: Once the Related Services Agreement is agreed, you will pay a deposit equal to 10% of the amount due under the Related Services Agreement, which will be held by DRO in accordance with these Terms (Completion Payment).

(a) The Completion Payment shall be held by the DRO in a designated client account pending the completion of the Related Services and expiry of any applicable snagging period recorded in the App. No stage payments, progress payments or other project monies shall be held in the DRO client account unless expressly identified in the App as forming part of the Completion Payment.

(b) Subject to clauses 3.4(c), 4.4 and 14, the Completion Payment shall be released to the Contractor within 1 working days following the Completion Date.

(c) Where a dispute is notified in accordance with clause 14 before release of the Completion Payment, the Completion Payment shall continue to be held pending resolution of the dispute. Following the DRO's determination, the Completion Payment shall be released in accordance with that determination, including where the DRO determines that the User has unreasonably withheld payment or approval of completion.

(d) Neither we nor the Contractor shall have any entitlement to the Completion Payment except in accordance with these Terms and the determination of the DRO where applicable.

We may amend the operation of the Completion Payment, introduce alternative security arrangements, bond arrangements, insurance-backed protection mechanisms or similar customer protection structures where reasonably required to comply with applicable law, regulatory requirements or industry standards.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email, and we will not process your order. If you have already paid the Completion Payment, we will procure that the full amount is refunded to you.

4 OUR SERVICES

4.1 Descriptions and illustrations. Any descriptions or illustrations on our App are published for the sole purpose of giving an approximate idea of the Related Services described in them. They will not form part of the Contract or have any contractual force.

4.2 Quality of Services. By agreeing to these Terms, the Contractor agrees to carry out the Related Services using reasonable skill and care in accordance with industry good practice, and we will not be liable for any failure by the Contractor to meet this standard.

4.3 Variation. If there are any variations to the scope of work or agreed pricing forming part of the Related Services Agreement during performance of the Related Services, each of the User and the Contractor must record such changes in the App.

4.4 Completion. The Contractor shall notify the User through the App when the Related Services have been completed (Completion). The User shall, within 14 days of such notification:

(a) confirm that the Related Services are complete and authorise immediate release of the Completion Payment to the Contractor;

(b) identify any defects or incomplete items; or

If the User fails to respond within that period, the Related Services shall be deemed complete on the expiry of the 14-day period, and the date of completion (Completion Date) shall be deemed to be the date of such expiry.

Where the User disputes Completion, the Related Services shall not be treated as complete until the dispute has been resolved in accordance with clause 14.

For illustration only, where the User fails to respond to a completion notification, Completion shall be deemed to occur on the expiry of the 14-day period referred to in clause 4.4 and, subject to no dispute having been raised under clause 14, the Completion Payment shall be released within 14 days thereafter.

5 YOUR OBLIGATIONS

5.1 It is the responsibility of each User and Contractor to ensure that:

(a) the terms of your order and Related Services Agreement are complete and accurate;

(b) you cooperate with us and each other in all matters relating to the Services;

(c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) you obtain and maintain all necessary licences, permissions and consents which may be required for the Related Services before the date on which the Related Services are to start; and

(e) you comply with all applicable laws, including health and safety laws.

6 CHARGES

6.1 In consideration of us providing the Services, Users shall pay the fees (Charges) displayed in the App. Unless otherwise stated in the App, transaction fees relating to the milestones agreed at the commencement of a project shall be payable by the User. Where additional milestones are added to a project after commencement, any transaction fee relating to those additional milestones shall be payable by the Contractor, as displayed in the App. Contractors shall also pay the sign-up fee displayed in the App at the time of registration. All fees, commissions, deductions and service charges payable by a User or Contractor shall be clearly displayed in the App before the relevant User or Contractor agrees to proceed with the relevant transaction.

6.2 Once a Related Services Agreement has been agreed, you must pay the Completion Payment via the App which will be held by DRO in accordance with these Terms.

6.3 The Contractor will define and communicate the stages of the Related Services through the App. At the end of each stage, you must make a Payment for Related Services to the Contractor via the App in accordance with the Related Services Agreement.

6.4 All Payments for Related Services made in accordance with clause 6.3 shall be paid in cleared funds to us as agent for the User. Except for the Completion Payment, we shall transmit the payment to the Contractor on the next business day after receiving the cleared funds. If a technical issue affecting the open banking service or payment system delays the transfer, we shall make the payment as soon as reasonably practicable after the issue has been resolved.

6.5 Our Charges may change from time to time, but changes will not affect any order for any Related Services that you have already placed.

6.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Related Services, you must pay such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7 HOW WE MAY USE YOUR PERSONAL INFORMATION

7.1 We will use any personal information you provide to us to:

(a) provide the Services;

(b) process payments relating to the Services or Related Services; and

7.2 We will process your personal information in accordance with our https://trustedpayments.uk/privacy-policy, the terms of which are incorporated into these Terms.

8 WARRANTY

8.1 Without prejudice to any other rights or remedies available to you, the Contractor shall, as soon as reasonably possible, rectify any defects in the Related Services which become apparent:

(a) during the period (of no longer than 3 months from the date of commencement of the Related Services) during which the Related Services are being performed; and

(b) within the applicable period as specified in clause 8.1(c) (“Warranty Period”), unless expressly stated otherwise in writing. In addition, and subject always to the liability cap set out in clause 9.4 and the remaining provisions of this clause 8, we will provide a warranty for the benefit of Users which covers:

(i) any defects arising from the Related Services which become apparent during the Warranty Period;

(ii) fraud or fraudulent misrepresentation in connection with the Related Services; and

(iii) in the event that we or the Contractor ceases trading during the Warranty Period, you shall be entitled to make a claim under this warranty in respect of any defects or issues arising from the Related Services.

(i) Subject to clauses 8.1(c)(ii) and 8.1(c)(iii), 24 months from the Completion Date of the Related Services;

(ii) Subject to clause 8.1(c)(iii),in the case of Related Services Agreements with a total price of less than £2,500 (inclusive of VAT), 12 months from the Completion Date of the Related Services;

(iii) Provided that where the Related Services are performed over a period of more than three months from the date of commencement of the Related Services (other than as a result of a defect which has been notified to the Contractor) the relevant Warranty Period under either clause 8.1(c)(i) or 8.1(c)(ii) shall be deemed to have commenced on the date falling three months following the commencement of the Related Services.

8.2 You shall notify the Contractor in writing of any defect or issue as soon as reasonably practicable after it becomes apparent from the Completion Date and in any event within the Warranty Period. If the defect or issue remains unresolved after such notification, you shall notify us in writing of the relevant defect or issue as soon as reasonably practicable thereafter.

8.3 This warranty shall not apply to defects arising from:

(a) misuse or neglect by you or any third party;

(b) modifications or repairs carried out by persons other than the Contractor who carried out the Related Services without that Contractor’s prior written consent;

8.4 This warranty shall only apply in respect of Related Services in respect of which:

(a) you have made a payment to the Contractor via the App pursuant to clause 6; and

(b) the matter has been referred by us to the DRO for independent review and resolution pursuant to clause 14.3 or clause 14.4.

8.5 The obligations under this clause shall survive termination or expiry of the Contract to the extent necessary to give effect to the Warranty Period.

9 LIMITATION OF LIABILITY

9.1 We have obtained insurance cover in respect of our own legal liability for claims under these Terms. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess loss. Furthermore, you may be entitled to pursue recovery under other policies of insurance which may be available to you separately from the insurance cover which we have obtained.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

9.3 Subject to clause 9.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

9.4 Subject to clause 9.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, warranty under these Terms, or otherwise, and including reasonable professional costs will be limited to a total of £20,000.

9.5 Unless you notify us that you intend to make a claim within six months of becoming aware of the relevant event, we shall have no liability in respect of that event. However, where the matter is being investigated by us, considered under the Warranty process, or is subject to the dispute resolution procedure under clause 14, the running of that six-month period shall be suspended until that process has concluded.

9.6 Nothing in these Terms limits or affects the exclusions and limitations set out in our terms and conditions.

9.7 This clause 9 will survive termination of the Contract.

10 CONFIDENTIALITY

10.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 10.2.

10.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

11 TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

11.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services and access to the Warranty (as set out in clause 8), or terminate the Contract with immediate effect by giving written notice to you if:

(a) You or the Contractor (or any third-party paying on behalf of you or the Contractor) fails to pay the Charges.

(b) You or the Contractor fail to comply with the DRO requirements;

(c) You or the Contractor commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 15 days of you being notified in writing to do so;

(d) You or the Contractor take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

(e) You or the Contractor suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

(f) Your or the Contractor’s financial position deteriorates to such an extent that in our opinion your or its capability to adequately fulfil your or its obligations under the Contract has been placed in jeopardy; or

(g) You or we terminate the Agency Agreement.

11.2 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

12 EVENTS OUTSIDE OUR CONTROL

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel, please contact us.

13 COMMUNICATIONS BETWEEN US

13.1 When we refer to "in writing" in these Terms, this includes email.

13.2 Any notice or other communication given by a party to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.3 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

14 DISPUTE RESOLUTION

14.1 The parties shall attempt to resolve any warranty claims under these Terms, any disagreement, dispute or controversy arising out of these Terms or the provision of the Related Services through informal negotiation, between the principals of the parties who have authority to settle the same.

14.2 If the matter is not resolved by negotiation within fourteen (14) days of receipt of a written invitation to negotiate, then (subject to clause 14.4 below in the case of fraud) the parties have the option to use the DRO automatic mediation platform to resolve the matter in good faith with the aim to reach a fair and mutually acceptable outcome without the need for formal legal proceedings, ensuring efficiency, transparency, and accessibility.

14.3 If the matter is still not resolved in accordance with clause 14.2 above, either the User or the Contractor may notify us with a request to refer the matter to the DRO for independent review and resolution, including any dispute concerning completion of the Related Services, alleged defects, withholding of any milestone payment, withholding of the Completion Payment, refusal to approve completed works, or any allegation that a party is acting unreasonably in relation to payment or completion of the Related Services. Upon such request being received, we will facilitate a referral to the DRO by the requesting party.

14.4 In the event that any dispute or disagreement between the relevant parties alleges fraud and/or fraudulent misrepresentation then upon expiry of the 14-day period referred to in clause 14.2 the matter shall automatically be referred by us to the DRO for independent review and resolution.

14.5 The DRO shall conduct the dispute resolution process in accordance with its published procedures. Each party shall be given a reasonable opportunity to provide evidence and make representations. The DRO's determination shall be binding for the purposes of administration of the Warranty and release of any Completion Payment. Nothing in these Terms shall prevent either party from commencing legal proceedings in respect of the subject matter of the dispute. The DRO process is intended to constitute an alternative dispute resolution procedure and not arbitration for the purposes of the Arbitration Act 1996 unless expressly agreed otherwise in writing by the parties. For the avoidance of doubt, our role in any dispute resolution process is limited to facilitating access to the DRO and administering the operation of the platform. We do not act as advocate, representative or agent for either the User or the Contractor in relation to any dispute.

14.6 Where Completion, remedial works or inspection of the Related Services is delayed by the User's failure or refusal to provide reasonable access, any applicable time periods under these Terms shall be suspended for the duration of that delay and the Contractor shall not be treated as being in breach to the extent caused by such failure or refusal.

14.7 Where the DRO obtains an expert report, surveyor report or remediation assessment relating to the Related Services, both the User and Contractor shall be provided with a copy and shall be given a reasonable opportunity to comment before any determination is issued.

14.8 Where the DRO determines that the Related Services have been completed in accordance with the Related Services Agreement, or that the User has unreasonably withheld, delayed or refused approval, certification or payment, the DRO may direct that all or part of the Completion Payment be released to the Contractor and the parties shall be bound by that determination for the purposes of administering the Completion Payment.

14.9 Nothing in this clause shall be construed as prohibiting:

(a) a party or its affiliate from applying to a court for interim injunctive relief; and

(b) the use of litigation for the recovery of fees owed by you to us, which we may pursue without recourse to the dispute resolution procedure in this clause 14.

15 GENERAL

15.1 Assignment and transfer

(a) We may assign or transfer our rights and obligations under the Contract to another entity, but will always notify you in writing if this happens.

(b) You and the Contractor may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

15.2 Variation. We may amend these Terms from time to time to reflect changes in applicable law, regulatory requirements, industry guidance, industry codes, operational requirements, or changes relating to home improvement, construction, payment services, consumer protection, retention arrangements or warranty arrangements. This may include implementing changes to our operational processes, payment mechanisms, retention arrangements, warranty structure or dispute resolution procedures where reasonably required for compliance or operational purposes. We shall provide reasonable notice of any material change. Any amendment shall not affect any Related Services Agreement entered into before the effective date of the amendment unless expressly agreed by the relevant parties.

15.3 Waiver. If we do not insist that a party perform any of its obligations under the Contract, or if we do not enforce our rights against a party, or if we delay in doing so, that will not mean that we have waived our rights against that party or that such party does not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by a party.

15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

15.5 Third party rights. The Contract is between us, you and the Contractor(s) providing you with the Related Services. No other person has any rights to enforce any of its terms.

15.6 Governing law and jurisdiction. The Contract is governed by English law and subject to clause 14, the parties each irrevocably agree to submit to the exclusive jurisdiction of the English courts.

Agency Agreement

This Agency Agreement is made between:

(1) the person who accepts this Agency Agreement through the software application (Platform), being the User identified in the Terms and Conditions (Principal); and

(2) Trusted Payments Limited, a company incorporated in England and Wales with company number 14045911, whose registered office is at Richmond House, Walkern Road, Stevenage, United Kingdom, SG1 2AD (Agent).

By accepting the Terms and Conditions and using the Platform, the Principal confirms that it has read and agrees to be bound by this Agency Agreement.

BACKGROUND

(A) The Agent provides services to the Principal in accordance with its terms and conditions made available through the Platform and accepted by the Principal at the same time as this Agency Agreement (Terms and Conditions).

(B) Capitalised terms used but not defined in this Agency Agreement have the meanings given to them in the Terms and Conditions. The Terms and Conditions and this Agency Agreement must be read together.

(C) The Principal wishes to appoint the Agent as its exclusive agent for the purpose of negotiating and concluding the Related Services Agreement and receiving and transmitting the Payment for Related Services (save in respect of the Completion Payment).

Agreed Terms

1. Appointment

1.1 By accepting this Agency Agreement, the Principal appoints the Agent, and the Agent accepts that appointment, on the terms set out below.

1.2 The Principal appoints the Agent as its commercial agent solely for the purposes of:

(a) facilitating the negotiation and conclusion of Related Services Agreements with Contractors through the Platform;

(b) receiving Payments for the Related Services from the Principal on the Principal’s behalf; and

(together, the Authorities).

1.3 For the avoidance of doubt, the Agent is not authorised to vary the scope of any Related Services Agreement without the Principal’s approval and does not act as agent for any Contractor.

1.4 For the avoidance of doubt:

(a) this Agency Agreement is solely between the Principal and the Agent;

(b) no Contractor is a party to this Agency Agreement;

(d) a Contractor’s acceptance of the Terms and Conditions does not constitute acceptance of or entry into this Agency Agreement.

1.5 The Principal does not appoint the Agent as its representative, advocate or agent in relation to any dispute, complaint, warranty claim, mediation, adjudication, arbitration or litigation arising from the Related Services. The Agent's role in relation to disputes is limited to facilitating access to the DRO in accordance with the Terms and Conditions.

2. Agent's obligations

2.1 General obligations. The Agent shall act towards the Principal conscientiously and in good faith and not allow its interests to conflict with the duties that it owes to the Principal under this Agency Agreement and the general law.

2.2 Scope of authority. Except as authorised by the Principal in this Agency Agreement or otherwise in writing, the Agent shall not act in a way which will incur any liabilities on behalf of the Principal nor pledge the credit of the Principal.

2.3 Compliance with instructions. The Agent shall comply with all reasonable and lawful instructions of the Principal from time to time in connection with this Agency Agreement, and generally shall conduct the agency in such manner as it thinks best to promote the interests of the Principal.

2.4 Completion Payment. The parties acknowledge that the Completion Payment is not received, held, managed or controlled by the Agent. The Completion Payment shall be paid directly into a designated client account operated and controlled by the DRO. The Agent has no authority to withdraw, release, transfer or otherwise deal with the Completion Payment.

3. Principal's obligations

3.1 Good faith. The Principal shall act in good faith at all times in its relations with the Agent.

3.2 Performance of contracts. The Principal shall perform its obligations under the Terms and Conditions as they relate to the Authorities.

3.3 The Principal acknowledges and agrees that:

(a) payment by the Principal to the Agent in accordance with the Terms and Conditions constitutes payment by the Principal to the relevant Contractor;

(b) payment by the Agent to the Contractor constitutes performance of the Agent's authority under this Agency Agreement; and

4. Limitation of liability

4.1 The liability of the Agent to the Principal is limited to the liability of the Agent to the Principal under clause 9 of the Terms and Conditions.

5. Duration and termination

5.1 This Agency Agreement commences when the Principal indicates its acceptance of it through the Platform by ticking the relevant acceptance box and selecting “Accept and continue” (Commencement Date). It continues unless and until terminated in accordance with this clause 5.

5.2 Without affecting any other right or remedy available to it, the Agent may terminate this Agency Agreement with immediate effect by giving notice to the Principal if:

(a) the Principal commits a material breach of any term of this Agency Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

(b) the Principal repeatedly breaches any of the terms of this Agency Agreement in such a manner as to reasonably justify the opinion that the Principal's conduct is inconsistent with the Principal having the intention or ability to give effect to the terms of this Agency Agreement.

6. Consequences of termination

6.1 Termination of this Agency Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement which existed at or before the date of termination.

6.2 On termination of this Agency Agreement the Agent shall cease to exercise the Authorities.

7. General

7.1 Force Majeure. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

7.2 Assignment and other dealings

(a) The Principal shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agency Agreement.

(b) The Agent may at any time assign, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under this Agency Agreement.

7.3 Entire agreement. This Agency Agreement and the version of the Terms and Conditions (including any updated versions thereof) accepted by the Principal at the Commencement Date constitute the entire agreement between the Principal and the Agent concerning the agency appointment and supersede any previous agreement, representation or arrangement relating to that appointment.

7.4 Validity. If there is any conflict or inconsistency between this Agency Agreement and the Terms and Conditions, this Agency Agreement shall prevail solely to the extent of that conflict or inconsistency in relation to (a) the existence and scope of the agency appointment; (b) the Authorities granted to the Agent; and (c) whether the Agent acts for the Principal or a Contractor. In all other respects, the Terms and Conditions shall prevail.

7.5 Variation. The Agent may amend this Agency Agreement in accordance with the variation provisions of the Terms and Conditions. No amendment which materially changes the identity of the party for whom the Agent acts, the scope of the Authorities or the purposes for which the Agent may receive or transmit payments shall apply to the Principal unless (a) the amended Agency Agreement is made available to the Principal before it takes effect; and (b) the Principal expressly accepts the amended Agency Agreement through the Platform. The version accepted by the Principal shall continue to apply to any Related Services Agreement entered into before the amended Agency Agreement takes effect, unless the Principal expressly agrees otherwise.

7.6 Severance

If any provision or part-provision of this Agency Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agency Agreement.

7.7 Electronic Acceptance. The Principal agrees that (a) this Agency Agreement may be entered into electronically; (b) ticking the acceptance box and selecting “Accept and continue” constitutes the Principal’s electronic acceptance of, and agreement to be bound by, this Agency Agreement; (c) no handwritten or electronic signature is required for this Agency Agreement to take effect; (d) the Agent may record and retain the date and time of acceptance, the version of this Agency Agreement accepted, the User account through which it was accepted and other information reasonably required to evidence acceptance; and (e) the Principal may download or print a copy of the Agency Agreement before and after accepting it.

7.8 Notices. Any notice given to a party under or in connection with this Agency Agreement shall be given in accordance with clause 13 of the Terms and Conditions. The electronic acceptance of this Agency Agreement is not a notice for the purposes of this clause and is effective when recorded by the Platform.

7.9 Governing law. This Agency Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

7.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agency Agreement or its subject matter or formation.

This Agency Agreement takes effect on the Commencement Date.