Renopay Master Platform Agreement

Version: 3.0 (Execution Version)
Effective Date: 20th March 2026

Renopay Limited
Company No. 16521097
Registered in England and Wales

THIS AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“USER”) AND RENOPAY LIMITED, A COMPANY REGISTERED IN ENGLAND AND WALES UNDER COMPANY NUMBER 16521097 (“RENOPAY”, “WE”, “US”, “OUR”).

By creating an account on the Renopay platform, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are a Consumer (as defined below), your statutory rights are not affected by this Agreement.

1. Interpretation and Definitions

1.1 Definitions

In this Agreement, the following terms have the meanings set out below:

• “Builder” or “Merchant” means the User supplying construction, renovation, or landscaping services through a Project.
• “Consumer” means a Homeowner acting for purposes that are wholly or mainly outside their trade, business, craft, or profession, as defined in the Consumer Rights Act 2015.
• “Dispute” means any disagreement regarding the quality, scope, completion, or valuation of work under a Project.
• “Escrow Funds” means the funds transferred by the Homeowner to OPP in respect of a specific Milestone and held by OPP in a safeguarded account.
• “Expert Determination” means the binding resolution process set out in Section 9 involving a RICS Qualified Surveyor.
• “Homeowner” or “Customer” means the User purchasing construction, renovation, or landscaping services.
• “Milestone” means a distinct phase of work within a Project with an associated payment value and defined completion evidence requirements (which may include photographs, video, building control sign-off, or other documentation as agreed between the parties).
• “OPP” or “Payment Provider” means Online Payment Platform Ltd, an FCA-authorised electronic money institution (Firm Reference Number: 1003976), which provides the regulated payment and escrow services underlying the Platform.
• “Platform” means the Renopay web application, mobile application, and any associated APIs or services operated by Renopay.
• “Platform Fees” means the fees payable to Renopay as set out in Section 4.1.
• “Project” means a defined scope of construction, renovation, or landscaping work agreed between a Homeowner and a Builder, comprising one or more Milestones, with a total agreed value (the “Project Value”).
• “Project Variation” means any change to the scope, specification, timeline, or value of a Project or Milestone after the initial Project setup on the Platform.
• “Release Trigger” means the specific event that authorises OPP to release Escrow Funds to the Builder, as set out in Section 3.2.
• “Retention” means an optional percentage of the final Milestone value withheld in escrow for a specified Defects Liability Period, as set out in Section 3.5.
• “Surveyor Fee” means the fee payable for Expert Determination, as displayed on the Platform at the time the Dispute is escalated.

1.2 Relationship of Parties

Renopay is a technology platform that facilitates the secure exchange of payments between Homeowners and Builders. For the avoidance of doubt:

• Renopay is not a party to the construction contract between Homeowner and Builder.
• Renopay does not guarantee the quality, safety, fitness for purpose, or timeliness of any work carried out by a Builder.
• Renopay does not vet, verify, or guarantee the qualifications, insurance, solvency, or regulatory compliance of any Builder, save where expressly stated.
• You engage Builders at your own risk. Renopay's role is limited to providing the Platform and facilitating the escrow mechanism as described in this Agreement.

1.3 Entire Agreement

This Agreement, together with the OPP PSU Terms, the Privacy Policy, and any Project-specific terms agreed on the Platform, constitutes the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes all prior discussions, representations, warranties, and agreements (whether written or oral). Nothing in this clause limits liability for fraudulent misrepresentation.

2. Payment Services and OPP Appointment

2.1 Regulated Payment Services

Renopay does not hold, control, or have access to client money at any time. All payment collection, safeguarding, and disbursement services are provided by OPP acting in its capacity as an FCA-authorised electronic money institution. By using the Platform, you agree to be bound by the OPP Payment Service User (PSU) Terms. You will be asked to review and accept the OPP PSU Terms as a separate step during the account registration process. The OPP PSU Terms create a direct contractual relationship between you and OPP and are separate from this Agreement.

2.2 Renopay's Role in the Payment Flow

Renopay provides transaction data and milestone status updates to OPP. OPP executes all payment decisions — including escrow hold, escrow release, payout, and refund — under its own FCA authorisation and in accordance with the OPP PSU Terms. For the avoidance of doubt:

• Renopay does not initiate, execute, or control any payment transaction. Renopay's role is limited to providing OPP with the data required to operate the escrow and payment services (for example, milestone completion status, dispute status, and fee calculations).
• When the Homeowner clicks “Approve” on the Platform, this action is recorded by Renopay and the relevant milestone status data is updated to OPP, which triggers OPP's own systems to release the Escrow Funds.
• When the Homeowner raises a Dispute, Renopay updates the escrow status data provided to OPP, which causes OPP's systems to extend the escrow hold period and prevent release.
• The auto-release mechanism in Section 3.2(c) operates entirely within OPP's own systems. If the Homeowner does not respond within the 14-day window, OPP's escrow timer expires and OPP releases the funds automatically. Renopay does not send a release instruction; Renopay's inaction (i.e., not extending the escrow period) is what allows OPP's automatic release to proceed.
• At no point does Renopay possess, hold, or have control over Escrow Funds or any other funds involved in a transaction.

2.3 KYC and AML Compliance

All Users are subject to OPP's Know Your Customer (KYC) and Anti-Money Laundering (AML) verification requirements. Builders must pass OPP's KYC checks before receiving any Payouts. Homeowners may be subject to enhanced due diligence for Projects exceeding £50,000 in aggregate value, or where OPP's automated monitoring identifies risk indicators. Failure to provide required documentation will result in Payouts being suspended and may result in Escrow Funds being frozen pending resolution.

2.4 OPP Safeguarding and Insolvency

Escrow Funds are held by OPP in segregated safeguarding accounts in accordance with the FCA's Payment Services Regulations 2017. In the event that OPP becomes insolvent or loses its FCA authorisation, the safeguarding regime is designed to ensure that client funds are ring-fenced and returned to Users. Renopay will use reasonable endeavours to notify all affected Users within 48 hours and to facilitate the orderly return of funds. For the avoidance of doubt, Renopay does not guarantee the solvency or continued authorisation of OPP, but will maintain contingency arrangements to migrate to an alternative payment provider if reasonably necessary.

3. The Escrow Mechanism and Release Rules

3.1 Funding and Acquittal

The Homeowner must deposit the full Milestone amount into Escrow via OPP before work on that Milestone commences. Upon confirmed receipt by OPP, the Homeowner's payment obligation for that Milestone is deemed discharged. The Builder may not commence work on a Milestone until funds have been confirmed as received.

3.2 Release Triggers

OPP shall release Escrow Funds to the Builder only upon one of the following Release Triggers:

• (a) Active Approval: The Homeowner clicks “Approve” on the Platform for the relevant Milestone.
• (b) Dispute Decision: A binding outcome of Expert Determination under Section 9, the details of which Renopay communicates to OPP as a milestone status update, triggering OPP to release, refund, or split the Escrow Funds in accordance with the Expert's Report.
• (c) Auto-Release (the “14-Day Rule”): If the Builder marks a Milestone as “Complete” and submits valid completion evidence as defined in the Milestone specification, the Homeowner has fourteen (14) calendar days to either Approve the Milestone or Raise a Dispute. If the Homeowner takes no action within this window, the Milestone is deemed accepted and funds will be automatically released to the Builder, subject to the notification safeguards in Section 3.3.

3.3 Auto-Release Notification Safeguards

The auto-release mechanism in Section 3.2(c) is subject to the following mandatory safeguards:

• Renopay will notify the Homeowner of the Builder's completion claim via at least two of the following channels: in-app push notification, email to the registered email address, and SMS to the registered mobile number.
• A reminder notification will be sent via at least two channels no fewer than 3 calendar days before the auto-release deadline.
• Auto-release will not apply if Renopay's notification systems failed to deliver at least one notification to the Homeowner (as evidenced by Renopay's delivery logs). In such circumstances, the 14-day period will restart from the date of successful notification delivery.
• Auto-release will not apply unless the Homeowner has logged into the Platform at least once during the 14-day window. If the Homeowner has not logged in, Renopay will extend the deadline by a further 7 calendar days and issue a final notification by all available channels. If the Homeowner still does not respond, funds will be released at the end of the extended period.
• Auto-release does not constitute confirmation that the work meets the required standard. The Homeowner retains all rights under the construction contract and general law to pursue claims against the Builder for defective work, regardless of whether funds have been released.

3.4 Project Variations

If the parties agree to a Project Variation that affects the scope, specification, or value of a Milestone:

• Both the Homeowner and Builder must confirm the Variation on the Platform before it takes effect.
• If the Milestone value increases, the Homeowner must deposit the additional funds into Escrow before the varied work commences.
• If the Milestone value decreases, the surplus Escrow Funds will be refunded to the Homeowner within 5 business days of both parties confirming the Variation.
• Renopay will maintain an auditable record of all Variations on the Platform.

3.5 Retention (Optional)

The Homeowner and Builder may agree at Project setup to apply a Retention of up to 5% of the final Milestone value. If Retention is applied:

• The retained amount will remain in Escrow for the agreed Defects Liability Period (default: 6 months from final Milestone approval, or such other period as agreed on the Platform, up to a maximum of 12 months).
• Upon expiry of the Defects Liability Period, the Retention funds will be released to the Builder automatically unless the Homeowner has raised a Dispute in relation to defects within the Defects Liability Period.
• Retention is optional and must be agreed by both parties at Project setup. It cannot be imposed unilaterally.

4. Fees, Taxes, and Cancellations

4.1 Platform Fees

The following Platform Fees are payable to Renopay:

• Homeowner: 1.0% surcharge on the Project Value, inclusive of VAT (effective rate: 0.833% net of VAT). This fee is charged in addition to the Project Value and is collected by OPP at the point of Milestone funding.
• Builder: 1.0% deducted from the gross Payout for each Milestone, plus VAT at the prevailing rate (currently 20%). This fee is deducted by OPP before disbursement. For the avoidance of doubt, the Builder's fee is a B2B supply and is subject to VAT; Renopay will issue a valid VAT invoice for each deduction.

4.2 Consumer Cancellation Rights

If you are a Consumer, you have the right to cancel this Agreement within 14 days of entering into it under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “CCR 2013”). However, by funding a Milestone, you request immediate performance of the escrow service. You acknowledge that once a Milestone is funded, the Platform Fee for that Milestone is earned and non-refundable. This does not affect your right to cancel the Agreement in respect of future, unfunded Milestones.

4.3 Tax Responsibilities

The Builder is solely responsible for all applicable taxes, including but not limited to VAT, the Construction Industry Scheme (CIS), income tax, and National Insurance contributions. Renopay is not a tax agent and does not calculate, withhold, or remit any taxes on behalf of Users. The Builder indemnifies Renopay against any tax liability arising from the Builder's failure to comply with HMRC requirements.

5. User Obligations

5.1 Builder Warranties

The Builder warrants that:

• All work will be performed with reasonable care and skill, in accordance with the Supply of Goods and Services Act 1982 (as applicable) and the Consumer Rights Act 2015 (where the Homeowner is a Consumer).
• All work will comply with applicable UK Building Regulations, planning permissions, and statutory requirements.
• The Builder holds valid Public Liability Insurance with a minimum cover of £1,000,000 (or such higher amount as is standard for the type of work being undertaken) and will provide evidence of such insurance upon request.
• The Builder will promptly notify the Homeowner and Renopay if any regulatory approval (including building control sign-off) is refused or delayed in respect of completed work.

5.2 Homeowner Obligations

The Homeowner shall:

• Provide safe and reasonable access to the site for the Builder to carry out the work.
• Respond to completion requests within the 14-day window set out in Section 3.2(c).
• Ensure that funds are deposited into Escrow before work on each Milestone is due to commence.
• Not unreasonably withhold or delay approval of a Milestone where the completion evidence demonstrates that the work has been carried out in accordance with the agreed specification.

5.3 On-Platform Communication

All Project communications, photographs, completion evidence, and Variation agreements should be recorded on the Platform. In any Dispute, on-platform evidence will be given primary weight. Off-platform evidence (including but not limited to WhatsApp messages, emails, and verbal agreements) may be considered at the discretion of the Expert in the context of Expert Determination, but will carry less weight than contemporaneous on-platform records. Users are strongly encouraged to maintain a complete on-platform record.

5.4 Non-Circumvention

You agree not to take a Project off the Platform to avoid paying Platform Fees after the Project has been created on the Platform. If you do so, you agree to pay Renopay a sum equal to the Platform Fees that would have been payable had the Project been completed on the Platform. The parties acknowledge that this sum represents a genuine pre-estimate of Renopay's loss arising from the circumvention and is not a penalty.

6. Liability and Indemnity

6.1 Limitation of Liability

Subject to Section 6.2 and Section 6.3, Renopay's total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the Platform Fees paid by you to Renopay in the 12 months preceding the claim; or (b) £5,000.

We exclude liability for indirect or consequential loss, loss of profit, loss of anticipated savings, construction defects, and any losses arising from the acts or omissions of other Users or third parties, except to the extent such exclusion is prohibited by law.

6.2 Statutory Protections (Not Excluded)

Nothing in this Agreement excludes or limits our liability for:

• Death or personal injury caused by our negligence.
• Fraud or fraudulent misrepresentation.
• Any liability which cannot be excluded or limited by applicable law, including (where you are a Consumer) liability under Part 1 of the Consumer Rights Act 2015 for services not performed with reasonable care and skill.

6.3 Enhanced Liability for Escrow Errors

Notwithstanding Section 6.1, if Renopay negligently or in breach of this Agreement provides incorrect milestone status data to OPP that causes Escrow Funds to be released to the wrong party, released prematurely (other than through the proper operation of the auto-release mechanism in Section 3.2(c)), or fails to update OPP with data that would have prevented an erroneous release, resulting in direct financial loss to you, Renopay's liability for such direct loss shall not be capped at the amount in Section 6.1 but shall be limited to the amount of Escrow Funds directly affected by the error.

6.4 Indemnity

You indemnify Renopay and its directors, officers, and employees against all claims, losses, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of this Agreement; (b) your tax liabilities; (c) your disputes with other Users to the extent not caused by Renopay's breach or negligence; or (d) any claim by a third party arising from your use of the Platform.

6.5 Building Regulations Disclaimer

The release of Escrow Funds following a Release Trigger does not constitute confirmation, endorsement, or certification that the relevant work complies with UK Building Regulations or any other regulatory requirements. Regulatory compliance remains the sole responsibility of the Builder (and, where applicable, the Homeowner's appointed building control body). Post-release regulatory failures are matters between the Homeowner and Builder under the construction contract.

7. Complaints Procedure

• Contact us at complaints@renopay.co.uk or via the in-app complaints form.
• We will acknowledge your complaint within 3 business days and aim to provide a final response within 15 business days.
• If your complaint relates to payment services provided by OPP (for example, delays in fund transfers, safeguarding of funds, or KYC requirements), you should direct your complaint to OPP in accordance with their complaints procedure. OPP is regulated by the FCA, and eligible complainants may be entitled to refer unresolved complaints to the Financial Ombudsman Service (FOS).
• If your complaint relates to the Platform, dispute resolution, or Renopay's own services, the FOS route does not apply (as Renopay is not an FCA-regulated firm), but you may pursue your complaint through the courts in accordance with Section 12.

8. Dispute Resolution: Phase 1 (Negotiation)

8.1 Raising a Dispute

Either the Homeowner or the Builder may raise a Dispute Ticket via the Platform at any time before a Release Trigger has been completed for the relevant Milestone. Raising a Dispute immediately freezes the Escrow Funds for that Milestone. Neither party may access the frozen funds until the Dispute is resolved.

8.2 Negotiation Period

The parties will have ten (10) business days from the date the Dispute Ticket is raised to attempt to resolve the Dispute informally via the Platform's in-app messaging feature. If a resolution is reached, both parties must confirm the agreed outcome on the Platform, and funds will be released or refunded in accordance with the agreed terms.

8.3 Failure to Resolve

If the Dispute is not resolved within the Negotiation Period, either party may request escalation to Expert Determination under Section 9.

9. Dispute Resolution: Phase 2 (Expert Determination)

9.1 Escalation

If the Dispute remains unresolved after the Negotiation Period, either party may request Expert Determination. Renopay will appoint a RICS Qualified Surveyor (the “Expert”) in accordance with the appointment procedure in Section 9.2.

9.2 Appointment of Expert

• Renopay will select the Expert from an approved panel of RICS Qualified Surveyors.
• No Expert shall be appointed who has a personal, financial, or professional relationship with either party, Renopay, or any of Renopay's directors, shareholders, or employees. Renopay will disclose the proposed Expert's identity to both parties, who will have 3 business days to raise a reasoned objection to the appointment on grounds of conflict of interest. If a valid objection is raised, Renopay will appoint an alternative Expert.
• The Expert will be required to issue their Report within 21 business days of appointment (or such longer period as the Expert considers reasonably necessary, provided the Expert notifies the parties of the extension and the reasons for it).

9.3 Securing Costs

The Surveyor Fee (as displayed on the Platform at the time of escalation) must be secured as follows:

• Homeowner: Must pay 50% of the Surveyor Fee to Renopay within 72 hours of escalation.
• Builder: Authorises Renopay to instruct OPP to deduct 50% of the Surveyor Fee from the Escrow Funds.
• Default: If the Homeowner fails to pay within 72 hours, the Builder may elect to pay the full Surveyor Fee to proceed. If neither party pays within 14 calendar days, the Dispute will be referred to the Deadlock Procedure in Section 9.7.

9.4 The Expert's Decision

The Expert will inspect the evidence submitted on the Platform, and may inspect the site in person. The Expert will issue a binding written Report determining how the Escrow Funds should be allocated (which may include full release to the Builder, full refund to the Homeowner, or a split).

9.5 Cost Allocation

The Expert will determine which party bears the Surveyor Fee based on the outcome of the determination. Typically, the unsuccessful party bears the full cost. The Expert may apportion costs as they see fit.

9.6 Binding Nature and Challenge

YOU AGREE THAT THE EXPERT'S DECISION IS FINAL AND BINDING. Renopay will release funds strictly in accordance with the Expert's Report. The Expert's determination may only be challenged in the courts on grounds of: (a) fraud; (b) manifest error (being an error that is obvious and indisputable on the face of the Report); or (c) material departure from the Expert's instructions. This clause does not prevent either party from pursuing additional claims in the courts under the construction contract or general law.

9.7 Deadlock Procedure

If neither party secures the Surveyor Fee within 14 calendar days of escalation:

• Renopay will notify both parties that the Expert Determination process has lapsed.
• A £50 administration fee (plus VAT) will be deducted from the Escrow Funds.
• The Escrow Funds (less the administration fee) will remain frozen for a maximum of 6 months from the date of the Deadlock notice.
• During the 6-month Deadlock period, either party may recommence the Expert Determination process by securing the Surveyor Fee, or the parties may agree a resolution on the Platform.
• If the Dispute remains unresolved at the end of the 6-month Deadlock period, Renopay will refund the Escrow Funds (less the administration fee) to the Homeowner, and the parties must resolve their dispute through the courts or other means outside the Platform.

10. Termination and Suspension

10.1 Suspension

Renopay may suspend or restrict your access to the Platform immediately if:

• You are in material breach of this Agreement.
• You fail to comply with OPP's KYC or AML requirements.
• Renopay has reasonable grounds to suspect fraud, money laundering, or other illegal activity.
• Renopay is required to do so by law, regulation, or a court order.

Renopay will notify you of the suspension and the reasons for it as soon as reasonably practicable (unless prohibited by law).

10.2 Termination by User

You may terminate this Agreement at any time by closing your account on the Platform. Termination does not affect any active Projects: Escrow Funds for funded Milestones will continue to be held and released in accordance with this Agreement until all active Projects are completed or resolved.

10.3 Effect of Termination

Upon termination: (a) undisputed Escrow Funds will be released in accordance with the applicable Release Triggers; (b) disputed Escrow Funds will be held pending resolution under Sections 8 and 9; and (c) all accrued Platform Fees remain payable.

11. Variation of Terms

Renopay may amend this Agreement from time to time. If we make material changes:

• We will give you at least 30 days' written notice via email and in-app notification before the changes take effect.
• The notice will clearly identify the changes being made.
• If you do not agree with the changes, you may terminate this Agreement before the changes take effect by closing your account. Any active Projects at the time of termination will continue to be governed by the version of this Agreement in force at the time the Project was created.
• Your continued use of the Platform after the changes take effect constitutes acceptance of the amended terms.
• Non-material changes (for example, corrections to typographical errors or updates to contact details) may be made without prior notice but will be notified to you within a reasonable period.

12. Intellectual Property and Licence

12.1 Platform Licence

Renopay grants you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for the purposes contemplated by this Agreement. You may not copy, scrape, reverse-engineer, decompile, or create derivative works from the Platform or any part of it.

12.2 User Content Licence

You retain ownership of all photographs, documents, and other content you upload to the Platform. By uploading content, you grant Renopay:

• Operational licence (automatic): A non-exclusive, royalty-free licence to use, display, and share your content for the purposes of operating the Platform, including sharing relevant content with the other party to a Project, with the Expert in a Dispute, and with OPP as required for payment processing.
• Marketing licence (opt-in only): If you separately consent via the Platform's marketing opt-in, a non-exclusive, royalty-free licence to use your content (including project photographs and testimonials) for Renopay's marketing and promotional purposes. You may withdraw this consent at any time via your account settings, and Renopay will remove your content from future marketing materials within 30 days. This licence does not extend to photographs that identify the interior of your home unless you have given specific, informed consent.

13. Data Protection

We process personal data in accordance with our Privacy Policy and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Transaction data will be shared with OPP as necessary for the provision of payment services. Photographs uploaded to the Platform that depict identifiable individuals or private residences are processed under your explicit consent (UK GDPR Article 6(1)(a)) and will not be shared beyond the purposes stated in Section 12.2 without further consent.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including (without limitation) acts of God, pandemic, government action, war, terrorism, fire, flood, power failure, internet or telecommunications failure, or the failure, insolvency, or loss of authorisation of OPP or any other third-party service provider. The affected party must notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effect of the force majeure event.

15. Notices

Any formal notice under this Agreement must be given:

• To Renopay: by email to legal@renopay.co.uk, or by post to Renopay Limited at its registered office address.
• To a User: by email to the email address registered on the Platform, or by in-app notification. Notices sent by email are deemed received on the next business day. In-app notifications are deemed received when displayed on the Platform.

Operational communications (including Milestone completion notifications, approval requests, and Dispute notifications) are not formal notices and may be delivered by any available channel, including push notification, email, and SMS.

16. General

16.1 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, subject to the Expert Determination procedure in Section 9. If you are a Consumer habitually resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of Scotland or Northern Ireland (as applicable).

16.3 Severability

If any provision of this Agreement is found by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

16.4 Waiver

A failure or delay by either party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

16.5 Third-Party Rights

This Agreement does not confer any rights on any person other than the parties under the Contracts (Rights of Third Parties) Act 1999, save that OPP may enforce Section 2 in its own right.

16.6 Assignment

You may not assign or transfer your rights or obligations under this Agreement without Renopay's prior written consent. Renopay may assign this Agreement to any successor in title to its business or to an affiliate, provided that such assignment does not materially diminish the rights of Users.

Schedule 1: Fee Summary

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