TERMS AND CONDITIONS

Last updated: October 2026.

Community, Marketplace and Supplier Terms

PART A – GENERAL TERMS (APPLY TO ALL USERS)

1. ABOUT US AND THESE TERMS
   • These terms and conditions (the “Terms”) govern your access to and use of the Pally Talk website, mobile application and related services (together, the “Platform”). The Platform is operated by Pally Talk Limited, a company registered in England and Wales with company number 16262460, whose registered office is at 12 Old Bexley Lane, Bexley, England, DA5 2BN (“Pally Talk”, “we”, “us” or “our”).
   • These Terms are made up of:

• Part A (General Terms), which applies to everyone who uses the Platform;
• Part B (Community Services), which applies when you use our community features or buy any of our paid services, including memberships, events, sponsorship and advertising;
• Part C (Marketplace), which applies when you use the Pally Talk Marketplace;
• Schedule 1 (Member Marketplace Terms), which applies to Members who submit Sourcing Requests or make Bookings through the Marketplace; and
• Schedule 2 (Supplier Terms), which applies to Suppliers.
  • If there is any conflict between the parts of these Terms, the following order of priority applies (highest first): (a) any Commission Variation or Booking Form agreed in writing with us, but only for the matter it covers; (b) Schedule 2 or Schedule 1 (as applicable); (c) Part C; (d) Part B; and (e) Part A.
  • By creating an Account, ticking to accept these Terms, or using the Platform, you agree to these Terms. If you do not agree, you must not use the Platform.

2. DEFINITIONS AND INTERPRETATION
   • In these Terms:

“Account” means the account you create to access the Platform;

“Booking” means an engagement between a Member and a Supplier for Supplier Services, arising from an Introduction;

“Booking Contract” means the contract between a Member (or the Member’s Principal) and a Supplier for Supplier Services, including the applicable Supplier Terms;

“Booking Value” means has the meaning given in Schedule 2;

“Booking Form” means a form, order or other written confirmation (which may be by email) issued by us setting out paid services we will provide to you directly under Part B;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

“Commission” means the commission payable by a Supplier to us under Schedule 2;

“Commission Variation” means a commission rate other than the Standard Commission Rate agreed with a Supplier in accordance with Schedule 2;

“Community Rules” means our community rules published on the Platform from time to time;

“Data Protection Laws” means all laws relating to data protection and privacy that apply to a party from time to time, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and, where applicable, the EU General Data Protection Regulation ((EU) 2016/679) and the Swiss Federal Act on Data Protection;

“Intellectual Property Rights” means copyright and related rights, trade marks, trade names, domain names, rights in get-up and goodwill, rights to sue for passing off, patents, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, anywhere in the world;

“Introduction” means our making a Supplier’s Pitch available to a Member, or otherwise introducing a Member to a Supplier, through the Marketplace;

“Marketplace” means the part of the Platform through which Members submit Sourcing Requests and Suppliers respond with Pitches, as described in Part C;

“Member” means an individual who has registered for an Account as an assistant, private-staff or lifestyle-management professional (including a self-employed or virtual assistant);

“Pitch” means a Supplier’s response to a Sourcing Request, including a message and a proposed price;

“Principal” means the business, employer or individual on whose behalf a Member makes a Sourcing Request or Booking;

“Privacy Policy” means our privacy policy published on the Platform from time to time;

“Sourcing Request” means a request submitted by a Member through the Marketplace for products or services;

“Standard Commission Rate” means 10% (ten per cent);

“Supplier” means a business that we have approved to offer products or services through the Marketplace;

“Supplier Services” means the products or services a Supplier provides to a Member or Principal under a Booking Contract;

“Supplier Terms” means the terms and conditions, cancellation policy, privacy policy and any other terms a Supplier uploads to the Platform or otherwise applies to its Supplier Services;

“User” means any person who uses the Platform, including Members and Suppliers; and

“User Content” means any content a User submits to the Platform, including profiles, Sourcing Requests, Pitches, forum posts, messages, reviews, ratings, images and job listings.

• In these Terms: headings do not affect interpretation; a reference to a person includes a company or other body; a reference to writing includes email; a reference to a law includes it as amended or re-enacted; and words following “including” or similar expressions are illustrative and do not limit the preceding words.

3. YOUR ACCOUNT
   • The Platform is for business and professional use. You must be at least 18 years old to create an Account.
   • You must provide accurate, complete and up-to-date information when you register and keep it up to date. You are responsible for keeping your login details confidential and for all activity on your Account.
   • If you use the Platform on behalf of a business or a Principal, you confirm that you are authorised to do so and to accept these Terms on their behalf.
   • We may approve or decline any application for an Account at our discretion.
4. USING THE PLATFORM
   • You must use the Platform lawfully and in accordance with these Terms and the Community Rules. You must not:

• use the Platform in a way that is unlawful, fraudulent, harmful or that infringes the rights of others;
• harass, abuse, discriminate against or bully other Users;
• upload viruses or other harmful code, or attempt to gain unauthorised access to the Platform or any other User’s Account;
• scrape, copy or extract data from the Platform, or use it to send unsolicited marketing; or
• use the Platform to compete with us or to arrange business with other Users in a way designed to avoid Commission (see clause 22 and Schedule 2).
  • We may change, suspend or withdraw any part of the Platform at any time. We do not guarantee that the Platform will always be available or error-free.

5. USER CONTENT AND REVIEWS
   • You are solely responsible for your User Content. You warrant that your User Content is accurate and lawful, does not infringe any third party’s rights, does not contain defamatory, discriminatory, abusive or otherwise harmful material, does not include other people’s personal data without a lawful basis, and does not advertise competing services unless we expressly permit it.
   • You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, display, adapt and use your User Content to operate, promote and improve the Platform. This licence continues for reviews and ratings after your Account closes.
   • Reviews and ratings must be honest, based on a genuine experience of the relevant Supplier or Member, and must not be offered, requested or provided in exchange for any incentive unless the incentive is disclosed and we permit it.
   • We may (but are not obliged to) moderate, monitor, edit, remove or restrict access to User Content where we reasonably consider it inappropriate, misleading, harmful or in breach of these Terms. Where we believe User Content may relate to criminal activity, pose a safeguarding risk or create legal exposure for us, we may remove it and, where legally required or justified, report it to the relevant authorities.
   • You can report content you believe is unlawful, inappropriate or harmful using the contact details on the Platform. We will review reports and may remove content, restrict access or cooperate with law enforcement where appropriate.
6. INTELLECTUAL PROPERTY
   • We and our licensors own all Intellectual Property Rights in the Platform and its content (other than User Content). We grant you a non-exclusive, non-transferable, revocable licence to use the Platform for your internal business purposes in accordance with these Terms.
   • You must not copy, modify, sub-license or commercially exploit any part of the Platform without our prior written consent.
7. DATA PROTECTION
   • We process personal data in accordance with our Privacy Policy and applicable Data Protection Laws. In operating the Platform, including collecting, retaining and sharing Member and Supplier information, we act as a controller.
   • When a Member approves working with a Supplier, we will share the Member’s contact details and relevant Booking information with that Supplier. Each Member and Supplier then acts as an independent controller of the personal data it receives from the other in connection with a Booking, and is responsible for its own compliance with Data Protection Laws, including providing any required privacy information and having a lawful basis to use that data.
   • You must not include special category personal data (such as health information) or personal data about a Principal or any other person in a Sourcing Request, Pitch or message unless it is necessary for the Booking and you have a lawful basis to share it.
   • Where we act as a processor of personal data on your behalf for any paid services under Part B, the terms set out in the relevant Booking Form will apply.
8. CONFIDENTIALITY
   • Each party must keep confidential any information it receives from the other that is marked as confidential or that a reasonable person would consider confidential, and use it only to perform or receive the services under these Terms. This does not apply to information that is public (other than through a breach of this clause), was already lawfully held, is independently developed, or must be disclosed by law or a regulator.
   • Members must not post confidential workplace information or information about a Principal on any public or community area of the Platform.
9. ARTIFICIAL INTELLIGENCE AND AUTOMATED TOOLS
   • Some features of the Platform may use artificial intelligence or automated tools. Any AI-generated output is provided for information only, may be inaccurate or incomplete, must not be relied on as legal, financial, HR, safety or other professional advice, and must be checked by you before you act on it.
   • To the extent permitted by law, we make no representation or warranty as to the accuracy, reliability or suitability of AI-generated content.
10. SUSPENSION AND TERMINATION
    • We may suspend your Account or access to any part of the Platform, for up to six weeks or such longer period as we reasonably consider necessary to investigate, or terminate your Account, if:

• you breach these Terms or the Community Rules;
• we reasonably suspect fraud, misuse of the Platform, circumvention of Commission or conduct that may harm other Users or our reputation;
• we receive repeated or serious complaints about you; or
• we are required to do so by law or a regulator.
  • You may close your Account at any time by contacting us. Suppliers must also give the notice required by Schedule 2.
  • Termination does not affect any rights or obligations that have accrued, including any Commission due. Clauses that by their nature are intended to survive termination (including clauses 6, 7, 8, 11, 13, 21 and 22, and paragraphs 7 to 11 of Schedule 2) will continue.

11. LIMITATION OF LIABILITY
    • Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
    • We are not a party to any Booking Contract. Subject to clause 1, we are not liable for the acts or omissions of any Supplier, Member, Principal or other third party, including any failure to provide Supplier Services, the quality, safety or legality of Supplier Services, any cancellation, delay or no-show, or any dispute between Users.
    • Subject to clause 1, we are not liable for any loss of profits, revenue, business, contracts, opportunity, goodwill or data, or for any indirect or consequential loss, in each case however arising.
    • Subject to clause 1, our total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of: (a) the total amounts you have paid to us under these Terms in the 12 months before the claim arose; and (b) £1,000.
12. FORCE MAJEURE
    • Neither party is liable for any delay or failure to perform its obligations caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemic, governmental action, failure of utilities or telecommunications, cyber-attack or failure of third-party hosting or payment providers. If such an event continues for more than one month, either party may terminate on written notice.
13. BRIBERY, CONFLICTS AND AUTHORITY TO RECEIVE REWARDS
    • You must not use the Platform, any reward scheme or any Booking in a way that breaches your employment contract or your employer’s or Principal’s policies, creates a conflict of interest, gives or receives an improper advantage, or breaches the Bribery Act 2010 or any similar law.
    • By receiving any reward, discount, voucher, rebate, gift or other benefit through the Platform or from a Supplier, you confirm that you are authorised to receive it, are not prohibited from doing so by any employment or other obligation, and have disclosed it to your employer or Principal where required. You must tell us immediately if this is not the case. We may ask you to confirm your authority in writing at any time.
    • Suppliers must not offer any payment, gift, hospitality or other benefit to a Member to influence the award of a Booking, other than benefits offered openly through the Platform and permitted by us.
    • Rewards and benefits may be taxable. You are responsible for determining and reporting any tax due. We do not provide tax advice.
    • We may suspend, withhold, cancel or investigate any reward, Booking or Account where we reasonably believe it is necessary to ensure legal compliance or prevent impropriety.
14. CHANGES TO THESE TERMS
    • We may change these Terms from time to time. We will give you at least 30 days’ notice of any material change by email or through the Platform, unless the change is required by law or to address a security or misuse risk, in which case we may give shorter notice. If you continue to use the Platform after the change takes effect, you accept the updated Terms. If you do not agree, you may close your Account before the change takes effect.
    • Any change to the Standard Commission Rate will not apply to a Booking accepted before the change takes effect.
15. GENERAL
    • You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any successor to our business.
    • Notices to us must be sent to anna@pallytalk.com or our registered office. We may send notices to the email address associated with your Account. A notice sent by email is deemed received at the time of transmission (or, if outside 9am to 5pm on a Business Day, at 9am on the next Business Day).
    • If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, or if that is not possible, deleted, and the rest of these Terms will continue in effect.
    • No failure or delay in exercising a right is a waiver of that right. A waiver is only effective if given in writing.
    • Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and us, or authorises either party to bind the other. In particular, we do not act as agent for any Member, Principal or Supplier.
    • No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
    • These Terms, together with any Booking Form and Commission Variation, are the entire agreement between you and us about their subject matter. Each party acknowledges it has not relied on any statement not set out in them. Nothing in this clause limits liability for fraud.
    • These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer living elsewhere in the UK you may also bring proceedings in your local courts.

PART B – COMMUNITY SERVICES

16. PAID SERVICES
    • This Part B applies to the Pally Talk community and to the services we provide to you directly (the “Community Services”). The following Community Services are paid (“Paid Services”): (a) membership subscriptions (“Memberships”); (b) access to events we organise or host (“Events”); (c) sponsorship packages (“Sponsorship”); and (d) advertising on the Platform, in our newsletters or at Events (“Advertising”).
    • In this Part B, a “Consumer” is an individual who buys a Paid Service wholly or mainly for purposes outside their trade, business, craft or profession. A “Business Customer” is anyone else, including an employer that pays for a Member’s Membership or Event place. Sponsorship and Advertising are available to Business Customers only.
    • Prices for Paid Services are shown on the Platform or in a Booking Form. Prices shown to Consumers include VAT and all mandatory fees. Prices for Business Customers are exclusive of VAT, which is payable in addition.
    • Nothing in this Part B affects any rights a Consumer has under consumer law that cannot be excluded or limited. Clause 16.20 sets out additional terms that apply to Consumers.

Memberships

• A Membership starts when we confirm your payment and continues for the period you choose when you buy it (for example, monthly or annually). It renews automatically for further periods of the same length unless you, or your employer where it pays, cancel before the renewal date.
• Before an annual Membership renews, we will remind you at least 14 days in advance, tell you the renewal price and explain how to cancel. You can cancel at any time through your Account or by contacting us. Cancellation takes effect at the end of the current paid period, and no refund is given for the rest of that period, except under clause 16.20 or where the law requires.
• Where your employer pays for your Membership, the employer is the Business Customer for payment purposes. The Membership is still personal to you, and these Terms apply to your use of it. If your employer stops paying, your Membership ends at the end of the paid period unless you choose to continue it at your own cost. An employer may transfer a Membership it has paid for to another member of its staff by notice to us.
• Membership benefits are described on the Platform. We may change them from time to time, as long as the overall value of your Membership is not materially reduced during a paid period. We may change the Membership price for future periods by giving you at least 30 days’ notice before the change applies. If you do not agree, you may cancel before the next renewal.
• Memberships are personal and must not be shared. We may suspend or end a Membership under clause 10 (Suspension and termination).

Events

• Event places may be bought by Business Customers or, where we make this available, by Members paying personally. Your place is confirmed when we confirm your booking and payment. Any additional terms for a particular Event (for example, dress code, age restrictions or the venue’s rules) will be shown when you book and form part of these Terms.
• Unless the Event terms say otherwise, Event fees are non-refundable if you cannot attend.
• We may change the date, venue, speakers or programme of an Event where reasonably necessary. We are not liable for travel, accommodation or other costs you incur.
• At an Event, you must comply with the venue’s rules and our reasonable instructions. We may refuse entry to, or remove, anyone whose conduct is disruptive, unsafe or in breach of the Community Rules, without refund. We may take photographs and recordings at Events for promotional use, as explained in our Privacy Policy and at the Event. Clause 2 applies to sharing your details with the venue or Event host.

Sponsorship and Advertising

• Sponsorship and Advertising are provided under a Booking Form setting out the package, deliverables, dates, fees and any Event, newsletter or Platform placements. A contract is formed when the Business Customer signs and returns the Booking Form or we confirm acceptance in writing. An offer in a Booking Form lapses if it is not accepted within 30 days. If there is any conflict, the Booking Form prevails over this Part B.
• The Business Customer must supply its logos, copy, images and other materials (“Sponsor Materials”) by the dates we reasonably request. It warrants that the Sponsor Materials, and any offer they promote, are accurate and lawful, comply with the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code), and do not infringe any third party’s rights. It grants us a non-exclusive, royalty-free licence to use the Sponsor Materials to deliver the package, and indemnifies us against any claim arising from them.
• All Advertising and sponsored content is subject to our approval. We may reject, reformat or remove any Sponsor Materials that we reasonably consider unlawful, misleading or inappropriate, or likely to harm our reputation or our community. Advertising and sponsored content will be clearly identified as such. We do not guarantee any level of attendance, audience, engagement, leads or other results.
• We will share Members’ personal data with a sponsor or advertiser only in accordance with our Privacy Policy and Data Protection Laws, including, where required, with the Member’s consent. Sponsors and advertisers must not use any data we provide for any other purpose.
• Unless the Booking Form says otherwise the Business Customer must pay 100% of the fees for Sponsorship or Advertisement in full on signing the Booking Form. Where the Business Customer has paid in full and later cancels, the fees are non-refundable, except that if we cannot deliver a deliverable for reasons within our control, we will provide an equivalent alternative or refund the fees attributable to it.
• In exceptional cases, where we agree in a Booking Form that the Business Customer may pay by monthly instalments over a fixed term instead of paying in full upfront: (a) each instalment is payable in advance on the date set out in the Booking Form; (b) the Business Customer may cancel during the fixed term by giving us at least 30 days’ written notice and must pay all instalments falling due up to the date the notice expires, but no further instalments; and (c) the Sponsorship or Advertising will end when the notice expires, and no refund is due for instalments already paid.
• Where a Booking Form provides for continuing services, either party may terminate on 60 days’ written notice, taking effect no earlier than six months after the start date. If a Business Customer pays late, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and suspend the relevant services until payment is made.

Consumers

• If you are a Consumer: (a) you may cancel a Membership within 14 days of the day the contract is made, without giving a reason, and receive a refund. If you asked us to start your Membership within that period, we may deduct a proportionate amount for the period before you told us you were cancelling; (b) the 14-day cancellation right does not apply to Event places for a specific date; (c) you can cancel an auto-renewing Membership as easily as you took it out; and (d) clauses 3 and 11.4 apply only to the extent permitted by consumer law, and we are not liable to you for any business losses.

17. FORUM, MENTORING AND COMMUNITY FEATURES
    • The forum allows Users to post content visible to other Users. Other Users cannot see your identity where you post anonymously, but our administrators can view identifying information for moderation and safety purposes.
    • You must not post illegal content, confidential workplace information, allegations about identifiable individuals, or discriminatory, defamatory or harmful content.
    • The mentoring feature facilitates connections between mentors and mentees. We do not vet, supervise or monitor mentors and do not guarantee the accuracy or quality of any guidance. Guidance from mentors is provided independently of us, and we have no liability for it. You must tell us if a mentor or mentee match is unsuitable or if there has been any abusive, illegal or inappropriate conduct.
18. PALLY POINTS AND REWARDS
    • We may operate a rewards scheme (“Pally Points”) under which Users may earn points or rewards for engaging with the Platform, attending events, making Bookings or other actions we specify. We may introduce a loyalty scheme for Suppliers on separate terms.
    • Pally Points have no monetary value, are personal and non-transferable, cannot be exchanged for cash unless we expressly allow it, and may only be redeemed in accordance with our rules. Rewards may include discounts on subscription fees, gift vouchers, promotional offers and partner-provided rewards, and are subject to availability.
    • We may adjust, revoke or cancel points or rewards earned fraudulently, in breach of these Terms, through misuse of the Platform or as a result of an error, and we may modify or end the scheme at any time. Clause 13 (Bribery, conflicts and authority to receive rewards) applies to all rewards.
19. DIRECTORY, PARTNER LISTINGS, EVENTS AND FAM TRIPS
    • The directory, Discover map and partner listings are provided for convenience. We do not endorse, control or guarantee any venue, hotel, event host, partner or provider listed on the Platform (other than approved Suppliers, to the extent set out in Part C). Any engagement with a listed third party is between you and that third party.
    • When you register for an event, we may share your name and email address with the venue or event host where you have agreed to this at registration.
    • We may promote or administer invitations to familiarisation trips, hosted stays, site visits or similar experiences (“FAM Trips”) offered by third parties. Unless we expressly state otherwise in writing, FAM Trips are hosted and operated by the relevant third party and not by us. Participants are responsible for travel insurance, passports, visas, vaccinations and health requirements, and for deciding whether a FAM Trip is suitable for them. Participation is at the participant’s own risk and, to the fullest extent permitted by law, we have no liability for any injury, illness, loss, delay or cancellation connected with a FAM Trip. Claims should be directed to the relevant host or organiser.
20. JOBS BOARD
    • Job listings are submitted by third-party employers or recruiters. We do not verify their accuracy, salary details or legitimacy, or their compliance with employment law. We are not an employment agency and do not take part in selecting, vetting or hiring applicants. You must carry out your own due diligence when applying for or posting jobs.

PART C – MARKETPLACE

21. HOW THE MARKETPLACE WORKS AND OUR ROLE
    • The Marketplace connects Members with approved Suppliers. Members submit Sourcing Requests, which we review and may approve or reject. Approved Sourcing Requests are made available to Suppliers we consider relevant, who may respond with a Pitch. The Member decides whether to accept a Pitch.
    • Our role is limited to operating the Marketplace, approving Users, making Introductions and administering Bookings, Commission and reviews. We are an introducer only. We do not provide, and are not responsible for, the Supplier Services.
    • Each Booking Contract is made directly between the Member (or the Member’s Principal) and the Supplier. We are not a party to it and do not act as agent for either of them. The Supplier is solely responsible for providing the Supplier Services and for complying with the Booking Contract and all applicable laws.
    • Payments for Supplier Services are made directly between the Member (or Principal) and the Supplier. We do not receive, hold or process those payments and are not responsible for them, including any deposit, refund or chargeback.
    • Nothing in these terms creates a partnership, joint venture, employment relationship or agency relationship between Pally Talk and any Supplier or Assistant.
22. NO CIRCUMVENTION
    • Members and Suppliers must not arrange, or attempt to arrange, a Booking outside the Marketplace with someone they were introduced to through the Marketplace, or otherwise act to avoid Commission. This includes cancelling a Booking on the Platform and then proceeding with it directly.
    • If we reasonably believe a Member and Supplier have colluded to avoid Commission, we may suspend or remove either or both of them, and the Supplier must pay the Commission that would have been due in accordance with Schedule 2.
23. PALLY TALK VERIFIED
    • Suppliers displaying “Pally Talk Verified” status have been approved by us through one of our approval routes, as described in Schedule 2. Verification means only that we have approved the Supplier to join the Marketplace on the basis of those routes. It does not mean that we have checked the Supplier’s licences, permits, qualifications, insurance, financial standing or safety record, or that we guarantee the quality of its Supplier Services, unless we expressly state otherwise.
    • Ratings, reviews, response rates and other trust information displayed on Supplier profiles are based on information provided by Users and are not verified by us.
    • Members are responsible for satisfying themselves (and their Principal) that a Supplier is suitable, holds any required licences and insurance, and can lawfully provide the Supplier Services.
24. SUPPLIER TERMS, CANCELLATIONS AND ORDER OF PRECEDENCE
    • Each Supplier must upload its Supplier Terms when it joins the Marketplace. Members will be shown the relevant Supplier Terms and must accept them before confirming a Booking.
    • As between the Member and the Supplier, the Supplier Terms (as accepted by the Member) govern the Booking, including cancellation, refunds, deposits and liability, and take priority over any cancellation information shown in the Platform.
    • Unless the applicable Supplier Terms provide otherwise, a Member may not cancel a confirmed Booking through the Platform less than seven days before the agreed service date. Some Suppliers require longer notice (for example, 30 days) or apply cancellation charges, so Members must always check the Supplier Terms. The Platform’s cancellation function does not change the Supplier Terms.
    • Cancelled Bookings will be recorded on the Platform. We may contact the Member and the Supplier to confirm the reasons for any cancellation.
25. COMPLAINTS, DISPUTES AND REVIEWS
    • Members may raise complaints about a Supplier, dispute a Booking or flag positive or negative feedback through the Platform. Suppliers may raise complaints about a Member in the same way.
    • We will review complaints and may, at our discretion, contact the parties, request information, facilitate discussion, remove reviews that breach these Terms, or suspend or remove a User. However, we are not obliged to resolve any dispute between a Member and a Supplier, and any decision we make about a User’s access to the Platform does not determine the parties’ rights under the Booking Contract.
    • Disputes about the Supplier Services, including quality, cancellations, refunds and payment, must be resolved between the Member (or Principal) and the Supplier under the Booking Contract.

SCHEDULE 1 – MEMBER MARKETPLACE TERMS

This Schedule applies in addition to Parts A and C when you use the Marketplace as a Member.

1. SOURCING REQUESTS

• A Sourcing Request may include the category, location, budget, timeline, a description of your requirements and relevant keywords. You must ensure it is accurate and that you are genuinely seeking the products or services described.
• We will review each Sourcing Request and may approve, reject or ask you to amend it at our discretion. We do not guarantee that any Supplier will respond.

2. PITCHES AND BOOKINGS

2.1         You may view and compare Pitches, including the Supplier’s profile, ratings, proposed price and service information, and accept or decline any Pitch. You are not obliged to accept any Pitch.

2.2         Before confirming a Booking, you must review and accept the Supplier Terms. When you confirm a Booking, you will enter the agreed price and the service or Booking date. The Supplier’s contact details will be released to you, and your contact details will be released to the Supplier, once you approve working with that Supplier.

2.3         Your Booking Contract is with the Supplier. Any change to the Booking (including its scope, price or date) must be agreed with the Supplier and updated on the Platform.

3. ACTING FOR A PRINCIPAL

3.1         Where you make a Booking on behalf of a Principal, you confirm that you have the Principal’s authority to do so, including authority to accept the Supplier Terms on the Principal’s behalf, and that you will pass relevant information (including the Supplier Terms) to the Principal.

3.2         You are responsible for ensuring that sharing any information about your Principal with a Supplier is permitted by your Principal and by Data Protection Laws.

4. CONFIRMING COMPLETED BOOKINGS

4.1         Within 3 Business Days after the Supplier Services have been provided, you must confirm on the Platform whether the Booking took place, the final Booking Value and the service date. You must do so accurately, as this information is used to calculate the Supplier’s Commission.

4.2         You must tell us if a Booking is cancelled, varied or moved off the Platform.

5. PERSONAL BOOKINGS

5.1         The Marketplace is intended for bookings made in the course of your work or business. If you make a Booking for your own personal purposes, you may have additional rights as a consumer against the Supplier, and nothing in these Terms affects those rights.

6. YOUR RESPONSIBILITIES

6.1         You must carry out your own checks on any Supplier before making a Booking, behave courteously towards Suppliers, and comply with clause 22 (No circumvention) and clause 13 (Bribery, conflicts and authority to receive rewards).

SCHEDULE 2 – SUPPLIER TERMS

This Schedule applies in addition to Parts A and C to every Supplier. By applying to join the Marketplace, you accept these Supplier Terms on behalf of your business, and you confirm that you are authorised to do so.

1. APPLICATION AND APPROVAL

1.1         You must apply to join the Marketplace and provide accurate business and contact information, including your business name, contact person, email address, telephone number, website, category, business description, service areas, logo and images.

1.2         We may approve or reject any application at our discretion and are not required to give reasons.

2. APPROVAL ROUTES AND VERIFICATION

2.1         We will ordinarily approve a Supplier only where:

(a)          we have previously used the Supplier ourselves, and had good responses from assistants who have booked with them; or

(b)          the Supplier has been recommended by at least one Member (assistant); or

(c)           the Supplier has been referred by an existing approved Supplier and a Member

(d)          Been introduced to the supplier by a Member (assistant),

and in each case we have approved the application.

2.2         Approval and any “Pally Talk Verified” status are based only on these routes. We do not check your licences, permits, qualifications or insurance unless we expressly agree to do so in writing, and you must not state or imply that we have.

3. YOUR PROFILE AND SUPPLIER TERMS

3.1         You must keep your profile accurate, complete and up to date, including your services, prices, service areas and availability.

3.2         You must upload your Supplier Terms, including your cancellation and refund policy and privacy policy, before you can respond to any Sourcing Request, and keep them up to date. Your Supplier Terms must comply with applicable law and must not conflict with these Terms in a way that affects our rights, including our right to Commission.

4. LICENCES, INSURANCE AND COMPLIANCE

4.1         You warrant, and must ensure throughout your membership of the Marketplace, that:

(a)          you hold, and will maintain, all licences, permits, registrations, consents and qualifications required to provide your Supplier Services (including, where relevant, alcohol, entertainment, aviation, transport, travel and food safety licences);

(b)          you hold, and will maintain, adequate insurance for your Supplier Services, including public liability insurance and, where relevant, professional indemnity and employer’s liability insurance, with reputable insurers;

(c)           you will provide your Supplier Services with reasonable skill and care, in accordance with your Pitch, the Booking Contract and all applicable laws (including consumer protection, health and safety, anti-bribery, sanctions and Data Protection Laws); and

(d)          all information you provide to us and to Members is accurate and not misleading.

4.2         You must tell us immediately if any of these warranties ceases to be true, or if you become subject to any investigation, claim or regulatory action that could affect your Supplier Services.

5. OPPORTUNITIES AND PITCHES

5.1         When we approve a Sourcing Request that we consider relevant to your categories, it may appear in your Opportunity Inbox. We do not guarantee that you will receive any opportunity or volume of business.

5.2         Each Pitch must include a message and your proposed price and must reflect the services and price you are willing to provide. You may track whether your Pitches have been submitted, accepted or declined.

5.3         You must not contact a Member outside the Platform about a Sourcing Request unless and until the Member has approved working with you.

6. SUPPLIER SERVICES

6.1         You are solely responsible for the Supplier Services, including their quality, safety, legality and delivery, and for any staff, subcontractors or third parties you use.

6.2         You must honour accepted Bookings in accordance with your Pitch and Supplier Terms. If you need to cancel or change a Booking, you must tell the Member and update the Platform promptly.

7. COMMISSION

7.1         In consideration of each Introduction, you must pay us Commission on every Booking resulting from that Introduction at the Standard Commission Rate of 10% of the Booking Value, unless a Commission Variation applies. For example, on a Booking with a Booking Value of £10,000, Commission at the Standard Commission Rate is £1,000 plus VAT, if applicable. Where VAT is applicable and payable on the Commission, this will be added to each Commission invoice issued by us.

7.2         “Booking Value” means the total amount agreed between you and the Member (or Principal) for the Booking.

7.3         A Commission Variation applies only if we have agreed it with you in writing (which may be by email). We will record each Commission Variation against your profile on the Platform together with a reference to the written confirmation. If there is any inconsistency, the written confirmation prevails. A Commission Variation applies only to Bookings accepted after it is agreed, unless we agree otherwise in writing.

7.4         Commission is payable on any Booking resulting from an Introduction, whether the Booking is completed through the Platform or not. Commission is also payable on any further Bookings between you and the same Member or Principal within 12 months after the first Booking.

7.5         If a Booking is cancelled before the service date and you do not receive or retain any payment for it, no Commission is due. If you retain any deposit, cancellation charge or other amount, Commission is payable on the amount retained.

7.6         For ongoing arrangements, you must report the revenue received from the Booking through the Platform each month, and Commission will be calculated on the revenue reported.

8. REPORTING, INVOICING AND PAYMENT

8.1         Within 3 Business Days after the Supplier Services have been provided, you must confirm on the Platform whether the Booking took place, the final Booking Value and the service date. The Member must confirm the same information within the same period under paragraph 4.1 of Schedule 1. If the figures confirmed by you and the Member differ, or if either of you does not confirm within the 3 Business Day period, we may ask both parties for evidence of the Booking Value. We will then record on the Platform the Booking Value we reasonably consider correct (or, if no evidence is provided, our reasonable estimate), and that recorded figure will be used to calculate Commission.

8.2         We will issue an invoice for Commission through our payment provider (currently Stripe) as soon as the Booking Value has been recorded on the Platform, either when both you and the Member have confirmed matching figures or when we record the Booking Value under paragraph 8.2 of this Schedule 2. The invoice will normally be raised automatically at that point.

8.3         You must pay each invoice within 30 days of the invoice date in pounds sterling (unless the invoice states otherwise), without set-off, deduction or withholding (other than as required by law). Commission is exclusive of VAT, which (if applicable) is payable in addition.

8.4         If you do not pay an invoice on time, we may charge interest on the overdue amount at the rate set under the Late Payment of Commercial Debts (Interest) Act 1998, recover our reasonable costs of collection, and suspend your access to the Marketplace until payment is

9. RECORDS AND AUDIT

9.1         You must keep accurate records of all Bookings resulting from Introductions and the amounts received for them for at least two years after the relevant service date.

9.2         On our reasonable request, and not more than once in any 12-month period (unless we reasonably suspect under-reporting), you must provide us with records showing the Booking Value of Bookings resulting from Introductions. If any review shows that Commission has been underpaid, you must pay the shortfall within 14 days and, if the underpayment exceeds 5%, our reasonable costs of the review.

10. NO CIRCUMVENTION

10.1       You must not, directly or indirectly, accept or arrange any Booking with a Member or Principal introduced through the Marketplace outside the Platform, or encourage a Member to cancel a Booking on the Platform in order to proceed directly, in order to avoid Commission.

10.2       If you breach this paragraph, you must pay us the Commission that would have been payable on the relevant Booking (calculated on the Booking Value or, if unknown, our reasonable estimate of it), and we may suspend or remove you from the Marketplace.

11. INDEMNITY

11.1       You must indemnify us against all losses, liabilities, costs (including reasonable legal costs) and expenses we incur as a result of any claim by a Member, Principal or other third party arising from your Supplier Services, any breach by you of the Booking Contract or these Terms, or any infringement of third-party rights by your User Content.

12. SUSPENSION, REMOVAL AND TERMINATION

12.1       We may suspend you (including for up to six weeks at our discretion) or remove you from the Marketplace in the circumstances set out in clause 10 of Part A, including if we receive repeated or serious complaints about you or your Supplier Services.

12.2       You may leave the Marketplace by giving us 30 days’ written notice. You must complete, or arrange the orderly cancellation of, any confirmed Bookings in accordance with your Supplier Terms.

12.3       Termination does not affect Commission due on Bookings arising from Introductions made before termination (including Bookings completed after termination) or your obligations under paragraphs 7 to 11 of this Schedule.