Renopay Master Platform Agreement

Version 3.1 (Execution Version)
Effective Date: 6 July 2026

Renopay Limited  |  Company No. 16521097  |  Registered in England and Wales
Registered office: 124-128 City Road, London, EC1V 2NJ

THIS AGREEMENT (the “Agreement”) is made between you (“User”, “you”, “your”) and Renopay Limited, a company registered in England and Wales under company number 16521097, whose registered office is at 124-128 City Road, London, EC1V 2NJ (“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.

This Agreement comprises (a) these Master Terms, (b) Schedule A (Homeowner Terms) which applies when you are registered as a Homeowner, (c) Schedule B (Builder Terms) which applies when you are registered as a Builder, and (d) Schedule 1 (Fee Summary). The Master Terms apply to every User. Where a Schedule applies to you, it forms part of this Agreement. If there is any conflict, the applicable Schedule will prevail over the Master Terms.

1. Interpretation and Definitions

1.1 Definitions

In this Agreement, the following terms have the meanings set out below. Defined terms used and not defined in a Schedule have the meanings given in these Master Terms.

“Acceptable Use Policy” means the policy made available on the Platform from time to time governing the manner in which Users may use the Platform.

“Active Project” means a Project in respect of which one or more Milestones have been funded and the Project is not closed on the Platform.

“Active Approval” means the Homeowner clicking “Approve” on the Platform for a Milestone, as described in Section 3.2(a).

“Auto-Release” means the release of Escrow Funds described in Section 3.2(c).

“Beneficiary” means the User who is the intended recipient of a payment made through the Platform, i.e., the Builder in respect of a Milestone. The Beneficiary is a PSU under the OPP PSU Terms.

“Builder” means a User registered on the Platform to supply construction, renovation, or landscaping services through a Project.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England.

“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.

“CDD” means Customer Due Diligence procedures performed by OPP in respect of each PSU, including KYC and AML checks.

“Data Sharing Agreement” means the data sharing and processing arrangement in force from time to time between Renopay and OPP describing the controller / controller-to-processor relationship of the parties in respect of personal data exchanged for the operation of the Platform (which, where applicable, takes effect as Exhibit II to the Service Order).

“Defects Liability Period” means the period agreed by the Homeowner and Builder for the holding of any Retention, being a default of 6 months from final Milestone approval (or such other period as agreed on the Platform, up to a maximum of 12 months).

“Dispute” means any disagreement between a Homeowner and a Builder regarding the quality, scope, completion, or valuation of work under a Project, or any other matter capable of being raised through the Platform's Dispute mechanism.

“Dispute Ticket” means the formal complaint record raised by a User on the Platform recording the nature of a Dispute, the relevant Milestone, and the relief sought.

“Escrow Arrangements” means the contractual terms drafted by Renopay and made available on the Platform that govern, as between the Payer and the Beneficiary, the conditions on which OPP holds Funds in escrow and releases or refunds them. The Escrow Arrangements include this Agreement (in particular Section 3), the Platform's Milestone specifications, and any Project-specific terms agreed by the Homeowner and Builder on the Platform. The Escrow Arrangements are the “Escrow Arrangements” (or “Escrow Terms”) referred to in the OPP PSU Terms.

“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, being “Funds” under the OPP PSU Terms.

“Expert” means the RICS Qualified Surveyor appointed under Section 9.2.

“Expert Determination” means the binding resolution process set out in Section 9.

“Expert's Report” means the written determination of the Expert under Section 9.4.

“Homeowner” means a User registered on the Platform to procure construction, renovation, or landscaping services. A Homeowner may be a Consumer or a business and acts as a Payer (and, where applicable, an OPP Account holder) in respect of payments made on the Platform.

“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 on the Platform).

“OPP” means Online Payment Platform Ltd, a company registered in England and Wales under company number 14150898 with its registered office at North West House, 119 Marylebone Road, London, NW1 5PU, which is an electronic money institution authorised and regulated by the Financial Conduct Authority (Firm Reference Number 1003976), or any successor or replacement authorised payment provider notified to Users from time to time.

“OPP Account” means an account opened by a User directly with OPP, governed by the OPP PSU Terms.

“OPP Arrangements” means the Licence Agreement entered into between Renopay and OPP dated 4 March 2026 and the Service Order issued under it, as amended from time to time, together with any related arrangements between Renopay and OPP, under which OPP provides regulated payment, e-money, escrow and safeguarding services in respect of the Platform.

“OPP Payment Request” means the request to a Payer to make a payment in respect of a Milestone, presented on the Platform and the OPP user interface in accordance with the OPP PSU Terms.

“OPP PSU Terms” means the OPP User Terms in force from time to time, available at onlinepaymentplatform.com, that apply to each User's use of the OPP Payment Services. A Beneficiary accepts the OPP PSU Terms by registering an OPP Account; a Payer accepts the OPP PSU Terms by clicking on an OPP Payment Request (unless using OPP's payment initiation service, in which case acceptance is given as part of that flow). The OPP PSU Terms create a direct contractual relationship between the relevant User and OPP and are separate from this Agreement.

“Payer” means the User (typically the Homeowner) who makes a payment in respect of a Milestone through the Platform.

“Platform” means the Renopay marketplace, web application, mobile application, and any associated APIs or services operated by Renopay.

“PSU” means a Payment Service User of OPP, being any User who uses the OPP Payment Services.

“Platform Fees” means the fees payable to Renopay as set out in Section 4.1 and Schedule 1. The Platform Fees are technically a “PaaS Fee” under the OPP Arrangements, instructed to OPP by Renopay through the Platform.

“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, made in accordance with Section 3.4.

“Release Trigger” means an event that authorises OPP to release Escrow Funds, as set out in Section 3.2.

“Retention” means an optional percentage of the final Milestone value withheld in escrow for the Defects Liability Period, as set out in Section 3.5.

“Schedule” means Schedule A (Homeowner Terms), Schedule B (Builder Terms) or Schedule 1 (Fee Summary), as the context requires.

“Surveyor Fee” means the fee payable for Expert Determination, as displayed on the Platform at the time the Dispute is escalated.

“User” means any person who creates and maintains an account on the Platform, including any Homeowner and Builder.

“UK GDPR” means the United Kingdom General Data Protection Regulation, being Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (and as further amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019).

1.2 Nature of the Platform

Renopay operates the Platform as an online marketplace that facilitates the secure exchange of payments between Homeowners and Builders. For the avoidance of doubt:

• (a) Renopay is not a party to the construction contract between a Homeowner and a Builder.
• (b) Renopay does not guarantee the quality, safety, fitness for purpose, or timeliness of any work carried out by a Builder.
• (c) Renopay does not vet, verify, or guarantee the construction skill, qualifications, insurance, solvency, or regulatory compliance of any Builder. Any reference on the Platform to a Builder being “verified” relates only to the KYC and onboarding checks performed by OPP, not to construction skill, regulatory compliance or quality.
• (d) Users engage Builders at their own risk. Renopay's role is limited to providing the Platform and facilitating the OPP-operated escrow mechanism described in this Agreement.

1.3 Application of these Terms

This Agreement binds every User from the moment that User creates an account on the Platform. A User who is registered as a Homeowner is additionally bound by Schedule A. A User who is registered as a Builder is additionally bound by Schedule B. A User registered in both roles is bound by both Schedules in respect of the relevant role. The Homeowner and the Builder for a given Project are each independently bound by this Agreement in respect of that Project; no Project shall create privity of contract between Renopay and any third party who is not a User.

1.4 Entire Agreement

This Agreement (including the Schedules), together with the OPP PSU Terms, the Privacy Policy, the Acceptable Use Policy, the Escrow Arrangements, and any Project-specific terms agreed by the relevant Users on the Platform, constitutes the entire agreement between Renopay and each User in relation to the subject matter of this Agreement and supersedes all prior discussions, representations, warranties, and agreements (whether written or oral). The OPP Arrangements (i.e., the Licence Agreement and Service Order between Renopay and OPP) govern the relationship between Renopay and OPP and are not part of this Agreement. Nothing in this clause limits liability for fraudulent misrepresentation or any other liability which cannot be limited or excluded under applicable law (including section 3 of the Misrepresentation Act 1967).

2. Payment Services and the OPP Arrangements

2.1 OPP as regulated payment provider

Renopay has entered into the OPP Arrangements (a Licence Agreement and Service Order with OPP) under which OPP provides regulated payment, e-money, escrow holding, and safeguarding services in respect of payments made through the Platform. OPP is the only party authorised to provide payment services in respect of the Platform. Renopay is not authorised to provide payment services, does not do so, and the OPP Arrangements expressly record that Renopay will not, at any time, possess or have control over the funds involved in any Transaction.

2.2 How OPP onboards Users

Each User's use of the OPP Payment Services is governed by the OPP PSU Terms (separate from this Agreement). OPP onboards different categories of User in different ways:

• (a) Builder (Beneficiary). A Builder using the Platform to receive payments must, before receiving any Payout, register an OPP Account directly with OPP and complete OPP's CDD (KYC) checks. Registration creates a direct contractual relationship between the Builder (as Beneficiary and PSU) and OPP under the OPP PSU Terms.
• (b) Homeowner (Payer). A Homeowner making a payment through the Platform is presented with an OPP Payment Request. By proceeding with the OPP Payment Request, the Homeowner accepts the OPP PSU Terms in respect of that payment (and the Escrow Arrangements that apply to the Project Milestone), in each case creating a direct contractual relationship between the Homeowner and OPP for that payment. Where the Platform offers the functionality, a Homeowner may also register an OPP Account.
• (c) Enhanced due diligence. Homeowners may be subject to enhanced due diligence for Projects exceeding £50,000 in aggregate value, or where OPP's monitoring identifies risk indicators.

Renopay is not a party to the OPP PSU Terms and does not amend or extend them. Renopay's Platform Fees are agreed with each User in this Agreement before the User accepts the OPP PSU Terms, in accordance with the OPP Arrangements.

The OPP PSU Terms contain important time limits, notification requirements and charges that may affect you and your money — for example, the time within which you must report an unauthorised or incorrect payment, any amount you may be responsible for in respect of an unauthorised payment before you notify OPP, the period within which a pending payout must be claimed, and administrative charges (such as for verifying a different bank account). These are set by OPP and may change. You should read the OPP PSU Terms, available at onlinepaymentplatform.com, and keep your contact details up to date so that OPP's notifications reach you.

2.3 Renopay's role: marketplace and technology provider

Renopay operates the Platform as an online marketplace and technology provider, and is not a payment service provider. Renopay does not at any time:

• (a) hold, control, or have access to Escrow Funds or any other client money;
• (b) issue, redeem, or distribute electronic money;
• (c) initiate, execute, authorise, or refuse any payment transaction; or
• (d) make any decision regarding the safeguarding, release, refund, hold or payout of any funds.

Renopay's role is limited to (i) operating the Platform marketplace, (ii) drafting the Escrow Arrangements and any related Milestone specifications that govern, as between Payer and Beneficiary, the conditions on which OPP releases or refunds Escrow Funds, (iii) providing OPP with the Transaction Data required for OPP to operate the escrow and payment services (including milestone completion status, Dispute status, fee calculations and User-provided information), and (iv) providing the User-facing interface through which Users interact with OPP's services. OPP makes all decisions regarding payment, escrow, release, refund, hold and payout in accordance with its own systems, processes, regulatory permissions, the OPP PSU Terms, and the Escrow Arrangements.

Where this Agreement describes any action that affects funds (including release, hold, refund or pay-out), that action is performed by OPP under the OPP PSU Terms and in accordance with the Escrow Arrangements. Renopay's only role in such an action is to provide OPP with Transaction Data on which OPP independently acts. The Auto-Release mechanism in Section 3.2(c) operates entirely within OPP's systems in accordance with the Escrow Arrangements; OPP's timer applies automatically.

Where Renopay provides mediation in respect of a Dispute under Section 8 or arranges Expert Determination under Section 9, this is provided to Users by Renopay as an additional service in accordance with the Escrow Arrangements (and as contemplated by clause 12 of the OPP PSU Terms); Renopay does not act as an agent for OPP or as a payment service provider in providing that service. The outcome of mediation or Expert Determination is communicated to OPP as Transaction Data, on which OPP acts in accordance with the OPP PSU Terms.

2.4 Independent relationship — no agency or partnership

Nothing in this Agreement or the OPP Arrangements creates a partnership, joint venture, principal-and-agent relationship, or fiduciary relationship between Renopay and OPP, or between Renopay and any User. Renopay has no authority to make any commitments or statements on behalf of OPP, and OPP has no authority to make any commitments or statements on behalf of Renopay.

2.5 KYC, AML, and onboarding

All PSUs are subject to OPP's CDD requirements, including KYC and AML verification. Builders must complete OPP's CDD before receiving any Payout. Failure to provide required documentation may result in payouts being suspended and may result in Escrow Funds being frozen pending resolution, in accordance with the OPP PSU Terms.

Renopay is not itself supervised under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 in respect of the Platform but will cooperate with OPP and (where appropriate) law enforcement agencies in respect of any AML, fraud, or sanctions matter notified to it.

2.6 Safeguarding and insolvency of OPP

Escrow Funds are held by OPP in segregated safeguarding accounts in accordance with the Electronic Money Regulations 2011 and the Payment Services Regulations 2017. In the event that OPP becomes insolvent or loses its FCA authorisation, the safeguarding regime is designed so that client funds are ring-fenced and returned to the relevant User in priority to other creditors of OPP.

Renopay will use reasonable endeavours to notify all affected Users within 48 hours of becoming aware of any insolvency or loss of authorisation of OPP and to facilitate the orderly return of funds in accordance with the safeguarding regime. Renopay will maintain contingency arrangements designed to migrate the Platform to an alternative authorised payment provider where reasonably necessary.

Any statements made on the Platform or in this Agreement about “safeguarding”, “ring-fencing”, or the protection of funds refer to OPP's obligations under the Electronic Money Regulations 2011 and the Payment Services Regulations 2017. Renopay does not itself safeguard funds and makes no separate financial promise in respect of safeguarding for the purposes of section 21 of the Financial Services and Markets Act 2000.

2.7 Consumer Duty alignment

Renopay acknowledges that OPP is subject to the FCA Consumer Duty (Principle 12 and PRIN 2A of the FCA Handbook) in respect of its retail customers, and that Renopay sits within OPP's distribution chain. Renopay will support OPP's compliance with the Consumer Duty across the four outcomes of products and services, price and value, consumer understanding, and consumer support, including by:

• (a) providing clear and accurate Platform messaging and notifications;
• (b) operating dispute, complaint, and support pathways that aim to deliver fair outcomes;
• (c) not engaging in sludge practices or design patterns that obstruct legitimate Consumer action; and
• (d) providing OPP with information reasonably required to assess Consumer outcomes in OPP's distribution chain.

3. The Escrow Mechanism and Release Rules

3.1 Funding and acquittal

The Homeowner must deposit the full Milestone amount into Escrow with OPP before work on that Milestone commences. Upon confirmed receipt by OPP, the Homeowner's payment obligation for that Milestone is deemed discharged as between the Homeowner and the Builder. The Builder may not commence work on a Milestone until funds have been confirmed as received by OPP. Milestones are funded by bank transfer or by OPP's payment initiation service. Credit and debit cards and other reversible payment methods are not currently accepted for funding Milestones. If Renopay and OPP make a reversible payment method available in the future, Renopay will notify Users in advance and the terms governing how the risk of any reversal (such as a chargeback) is allocated will be made available before that method can be used.

3.2 Release Triggers

Under the Escrow Arrangements, OPP will release Escrow Funds to the Builder only upon the occurrence of one of the following Release Triggers, in each case subject to and in accordance with the OPP PSU Terms:

• (a) Active Approval: the Homeowner clicks “Approve” on the Platform for the relevant Milestone, which is communicated to OPP as Transaction Data and on which OPP acts to make the Payout.
• (b) Dispute Decision: the binding outcome of Expert Determination under Section 9 (or a resolution reached by mediation under Section 8), the details of which Renopay communicates to OPP as Transaction Data, and on which OPP acts to release, refund, or split the Escrow Funds.
• (c) Auto-Release (the “14-Day Rule”): if the Builder marks a Milestone as “Complete” and submits the completion evidence required by the Milestone specification, and the Homeowner takes no action within fourteen (14) calendar days of valid notification, the Milestone is deemed accepted for the purposes of releasing Escrow Funds only, and OPP will, in accordance with the Escrow Arrangements, automatically release Escrow Funds to the Builder. Auto-Release is subject to the mandatory safeguards in Section 3.3 and does not affect the Homeowner's statutory rights or rights under the construction contract.

3.3 Auto-Release safeguards (mandatory)

The Auto-Release mechanism in Section 3.2(c) operates only where each of the following safeguards is satisfied:

• (a) Renopay has notified 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;
• (b) a reminder notification has been sent via at least two channels no fewer than 3 calendar days before the Auto-Release deadline;
• (c) Renopay's delivery logs evidence successful delivery of at least one notification to the Homeowner. If no notification was successfully delivered, the 14-day period restarts from the date of successful delivery;
• (d) 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, Auto-Release proceeds at the end of the extended period; and
• (e) where the Project Value is £25,000 or more, the 14-day period is calculated in Business Days rather than calendar days.

For the avoidance of doubt, Auto-Release does not constitute confirmation that the work meets any required standard. The Homeowner retains all rights under the construction contract and at law (including, where the Homeowner is a Consumer, under Part 1 of the Consumer Rights Act 2015) to pursue claims against the Builder for defective work, regardless of whether Escrow Funds have been released.

3.4 Project Variations

If the Homeowner and Builder agree a Project Variation that affects the scope, specification, or value of a Milestone:

• (a) both parties must confirm the Variation on the Platform before it takes effect;
• (b) if the Milestone value increases, the Homeowner must deposit the additional funds into Escrow before the varied work commences;
• (c) 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; and
• (d) 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:

• (a) the retained amount will remain in Escrow for the agreed Defects Liability Period;
• (b) upon expiry of the Defects Liability Period, the Retention will be released to the Builder automatically unless the Homeowner has raised a Dispute in relation to defects within the Defects Liability Period; and
• (c) Retention is optional and cannot be imposed unilaterally; both parties must agree it at Project setup.

4. Fees, Taxes, and Cancellations

4.1 Platform Fees

The following Platform Fees are payable to Renopay (and any further detail is set out in Schedule 1):

• (a) Homeowner: 1.0% surcharge on the Project Value, inclusive of VAT (effective rate: 0.833% net of VAT). The Homeowner Platform Fee is charged in addition to the Project Value and is collected by OPP at the point of Milestone funding. The Homeowner sees the all-in 1.0% figure at point of sale for the purposes of the price-transparency requirements of the Consumer Protection from Unfair Trading Regulations 2008 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
• (b) Builder: 1.0% of the gross payout for each Milestone, plus VAT at the prevailing rate. The Builder Platform Fee is a business-to-business supply for VAT purposes and is deducted by OPP from the gross payout before disbursement. Renopay will issue a valid VAT invoice for each deduction.

Each User accepts the Platform Fees applicable to them in this Agreement before that User accepts the OPP PSU Terms. Renopay instructs OPP to deduct the relevant Platform Fee from the Funds for each Transaction via the data exchanged under the OPP Arrangements, and OPP applies that deduction.

In the event of a Refund of any Milestone (whether ordered under Section 9, agreed under Section 8, or otherwise), Renopay's underlying payment processing fees payable to OPP in respect of the original payment may remain payable under the OPP Arrangements. To reflect this, the Homeowner Platform Fee in respect of a funded Milestone is non-refundable in accordance with Section 4.2, save where Renopay determines (in its discretion) to refund all or part of it as a goodwill gesture.

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 expressly request immediate performance of the escrow service for that Milestone. You acknowledge that, once a Milestone is funded, the Platform Fee for that Milestone is earned in respect of the service supplied to that point and is non-refundable. This does not affect your right to cancel the Agreement in respect of future, unfunded Milestones, or your statutory rights generally.

4.3 Tax responsibilities

The Builder is solely responsible for all applicable taxes, including but not limited to VAT, the Construction Industry Scheme (CIS), the VAT domestic reverse charge for construction services (where applicable), 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 (subject always to Section 6).

4.4 Late payment statutory rights (B2B)

Nothing in this Agreement excludes or modifies the rights of any User who is a business to interest and statutory compensation on late commercial payments under the Late Payment of Commercial Debts (Interest) Act 1998. Such rights, where applicable, run between the Homeowner and the Builder under the construction contract and not against Renopay.

5. User Obligations (general)

Role-specific obligations are set out in Schedule A (Homeowner) and Schedule B (Builder). The following general obligations apply to every User.

5.1 General obligations

Each User shall:

• (a) comply with the Acceptable Use Policy and this Agreement at all times;
• (b) provide accurate, complete and up-to-date information to Renopay and OPP in connection with the User's use of the Platform;
• (c) comply promptly with any reasonable request from Renopay or OPP for information or documentation in connection with KYC, AML, fraud prevention, sanctions, or regulatory compliance;
• (d) not use the Platform for any unlawful, fraudulent, or improper purpose, or in any way that adversely affects the operation of the Platform or other Users; and
• (e) promptly notify Renopay of any actual or suspected security breach, account compromise, or unauthorised access to the User's account; and
• (f) where the User is, or becomes, a Politically Exposed Person (or a family member or known close associate of such a person), accurately disclose that status to OPP when required to do so as part of OPP's onboarding or ongoing due diligence. OPP may treat a User who does not disclose such status as confirming that they are not a Politically Exposed Person.

5.2 On-platform communication and evidence

Users shall use reasonable endeavours to record all Project communications, photographs, completion evidence, and Variation agreements on the Platform. The Platform record will be made available to the Expert in any Dispute as a complete contemporaneous record. The weight to be given to any evidence in a Dispute is a matter for the Expert (or, on any subsequent challenge, the court) in their sole discretion.

5.3 Non-circumvention

A User shall not take a Project off the Platform with the intent of avoiding the Platform Fees once that Project has been created on the Platform. If a User does so:

• (a) the User agrees 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 intended to protect Renopay's legitimate interest in being paid for the service it has supplied;
• (b) nothing in this Section 5.3 prevents Renopay from claiming any additional loss it can demonstrate, to the extent permitted by law; and
• (c) this Section 5.3 does not apply to a User who is a Consumer where the Project is genuinely cancelled and not taken off-Platform with intent to avoid fees.

5.4 Acceptable Use

The Acceptable Use Policy forms part of this Agreement. Without limitation, Users must not upload, transmit, or post content on the Platform that (a) is unlawful, defamatory, harassing, threatening, or otherwise objectionable; (b) infringes any third-party right (including intellectual property rights); (c) contains malware or harmful code; or (d) is misleading or designed to defraud another User. Renopay operates a notice-and-takedown procedure described in the Acceptable Use Policy and may remove content that breaches this Section. Renopay also acts in compliance with its duties as a “user-to-user service” under the Online Safety Act 2023.

6. Liability and Indemnity

6.1 Limitation of liability

Subject to Sections 6.2 and 6.3, Renopay's total aggregate liability to a User 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 that User to Renopay in the 12 months preceding the claim; and (b) £5,000.

Subject to Sections 6.2 and 6.3, Renopay excludes liability for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of goodwill, and (save to the extent caused or contributed to by Renopay's breach of this Agreement or negligence) any losses arising from the acts or omissions of other Users or third parties, and (save to the extent caused or contributed to by Renopay's breach of this Agreement or negligence) construction defects.

6.2 Statutory protections (not excluded)

Nothing in this Agreement excludes or limits Renopay's liability for:

• (a) death or personal injury caused by Renopay's negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) any liability under section 2(1) of the Consumer Protection Act 1987;
• (d) any liability under section 3 of the Misrepresentation Act 1967 that cannot be excluded;
• (e) any liability under Part 1 of the Consumer Rights Act 2015 (including the right to services performed with reasonable care and skill) where the User is a Consumer; and
• (f) any other liability which cannot be excluded or limited under applicable law.

6.3 Enhanced liability for platform-caused escrow errors

Notwithstanding Section 6.1, if Renopay, in breach of this Agreement or negligently, takes or fails to take any action (including providing incorrect status data to OPP, failing to update OPP with information that would have prevented an action, or system errors, omissions or failures in the transmission of data) that causes or materially contributes to Escrow Funds being released to the wrong party, released prematurely (other than through the proper operation of Auto-Release in Section 3.2(c) subject to the safeguards in Section 3.3), refunded incorrectly, or wrongly withheld, resulting in direct financial loss to a User, 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

Each User (other than a Consumer) shall indemnify Renopay and its directors, officers, and employees against all claims, losses, costs, and expenses (including reasonable legal fees) arising from: (a) that User's breach of this Agreement; (b) that User's tax liabilities; (c) that User's 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 that User's use of the Platform; save in each case to the extent caused or contributed to by Renopay's breach of this Agreement or negligence.

For the avoidance of doubt, this Section 6.4 does not apply to a Consumer in respect of paragraphs (a) or (c) above. Builder-specific indemnities are set out in Schedule B.

6.5 No verification of Builders; building regulations disclaimer

The release of Escrow Funds following a Release Trigger does not constitute confirmation, endorsement, or certification by Renopay that the relevant work complies with UK Building Regulations, the Building Safety Act 2022, the Construction (Design and Management) Regulations 2015, or any other regulatory requirements. Regulatory compliance remains the sole responsibility of the Builder (and, where applicable, the Homeowner's appointed building control body or principal designer). Renopay does not undertake to vet or accredit any Builder and any reference on the Platform to a Builder being verified relates only to the KYC checks performed by OPP, not to construction skill, regulatory compliance or quality.

7. Complaints and Alternative Dispute Resolution

7.1 Complaints procedure

If you wish to make a complaint about the Platform or Renopay's services:

• (a) contact us at complaints@renopay.co.uk or via the in-app complaints form, providing sufficient details of your complaint including your name, contact details, and a description of the issue;
• (b) you agree to provide any information reasonably requested by us to investigate your complaint;
• (c) we will handle all complaints in a fair, consistent, and timely manner;
• (d) we will acknowledge your complaint within 5 Business Days and aim to provide a final response within 15 Business Days. Where reasonably necessary we may ask you for further information; in that case the response timeframes shall start from the date we receive the requested information; and
• (e) in any event, we aim to provide a final response within 8 weeks of your complaint being made.

7.2 OPP complaints route and FOS

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 OPP's complaints procedure as set out in the OPP PSU Terms. OPP is regulated by the FCA and eligible complainants may be entitled to refer unresolved complaints to the Financial Ombudsman Service (FOS) at www.financial-ombudsman.org.uk.

7.3 Alternative Dispute Resolution and statutory rights

If you are a Consumer, this complaints procedure does not affect your statutory rights, including your rights under the Consumer Rights Act 2015. Renopay is not currently a member of a certified alternative dispute resolution (ADR) scheme, and is not required by law to be. This means that, while we will always seek to resolve your complaint through our internal complaints procedure, we do not offer to submit unresolved complaints to a certified ADR body. The dispute resolution mechanisms available to you in respect of a Project are the negotiation and Expert Determination processes set out in Sections 8 and 9. Nothing in this Section limits your statutory rights or your right to bring proceedings in the courts in accordance with Section 16. If this position changes and Renopay joins a certified ADR scheme, we will update these Terms in accordance with Section 11 and tell you which body we use.

Renopay itself is not an FCA-regulated firm, and so a complaint about Renopay's own services (such as the operation of the Platform or our dispute resolution processes) is not, by itself, something the Financial Ombudsman Service (FOS) can consider; you may pursue such a complaint through the courts in accordance with Section 16. However, where your complaint concerns the regulated payment, escrow or safeguarding services provided by OPP — including a situation where you believe a fault or error by Renopay has affected an OPP payment, refund, hold or payout — you remain entitled to complain to OPP and, if eligible and the matter is unresolved, to refer it to FOS as described in Section 7.2. Choosing one route does not prevent you from using another where you are entitled to do so.

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. Each User must act in good faith when raising and pursuing a Dispute.

• (a) Where the Dispute Ticket relates to a Milestone for which no Release Trigger has been completed, the Escrow Funds for that Milestone will be frozen on receipt of the Dispute Ticket pending resolution under Sections 8 and 9.
• (b) Where the Dispute Ticket is raised after a Release Trigger has been completed, Escrow Funds cannot be reclaimed via the Platform; however, the Platform's Dispute mechanism (including invitation to mediation, evidence preservation, and (where the parties so agree) escalation to optional Expert Determination) will remain available to the parties, who retain all rights under the construction contract and at law.
• (c) Renopay may take reasonable steps to validate that a Dispute Ticket has been raised in good faith. Where Renopay has reasonable grounds to believe a Dispute Ticket has been raised in bad faith (for example, to delay payment without basis), Renopay may, after consultation with the parties, lift the freeze on Escrow Funds, subject in all cases to OPP's safeguarding rules and the parties' rights at law.

8.2 Negotiation Period

The parties shall 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 OPP will release or refund Escrow Funds 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. The Expert will be appointed in accordance with Section 9.2.

9.2 Appointment of the Expert

• (a) On the request of either party, Renopay shall apply to the President of the Royal Institution of Chartered Surveyors (or any duly authorised nominee of the President) for the appointment of a RICS Qualified Surveyor to act as the Expert. Renopay shall have no role in selecting the individual Expert.
• (b) 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. The proposed Expert's identity will be disclosed to both parties, who shall have 5 Business Days to raise a reasoned objection on grounds of conflict of interest. If a valid objection is raised, a replacement Expert will be appointed in accordance with paragraph (a).
• (c) The Expert will be required to issue the Expert's Report within 21 Business Days of appointment (or, for Projects with a Project Value exceeding £50,000, within 35 Business Days, or such longer period as the Expert considers reasonably necessary, provided the Expert notifies the parties of any extension and the reasons for it).

9.3 Securing the Surveyor Fee

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

• (a) Homeowner: shall pay 50% of the Surveyor Fee to Renopay within 5 Business Days of escalation. The Homeowner may, where the functionality is available on the Platform, pre-authorise deduction of the Homeowner's share of the Surveyor Fee at the point of escalation.
• (b) Builder: authorises Renopay to instruct OPP to deduct 50% of the Surveyor Fee from the Escrow Funds.
• (c) If a party fails to secure its 50% share within the applicable window, the other party may elect to pay the full Surveyor Fee to proceed. If neither party pays within 14 calendar days of escalation, the Dispute will be referred to the Deadlock Procedure in Section 9.7.

9.4 The Expert's decision

The Expert shall inspect the evidence submitted on the Platform and may inspect the site in person. The Expert shall issue the Expert's 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 shall 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

Subject to this Section 9.6, the parties agree that the Expert's Report is final and binding. Renopay will instruct OPP to release funds strictly in accordance with the Expert's Report. The Expert's determination may be challenged in the courts on grounds including (without limitation): (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, and in each case subject to any further rights available under the law. Nothing in this Section limits the statutory rights of any User who is a Consumer, or the right of either party to pursue additional claims under the construction contract or general law.

9.7 Deadlock Procedure (interpleader-style outcome)

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

• (a) Renopay will notify both parties that the Expert Determination process has lapsed;
• (b) a £50 administration fee (plus VAT) will be deducted from the Escrow Funds to cover Renopay's reasonable administrative costs;
• (c) the Escrow Funds (less the administration fee) will remain frozen for a maximum of 6 months from the date of the Deadlock notice, during which time either party may recommence the Expert Determination process by securing the Surveyor Fee, or the parties may agree a resolution on the Platform;
• (d) if the Dispute remains unresolved at the end of the 6-month Deadlock period, the Escrow Funds (less the administration fee) shall remain on safeguarded hold with OPP subject to (i) the written agreement of both parties as to allocation, (ii) a court order, or (iii) interpleader-style proceedings in the courts (which either party (or Renopay) may commence). For the avoidance of doubt, Renopay shall not, at the end of the 6-month Deadlock period, instruct OPP to release the Escrow Funds to either party in the absence of agreement, court order, or interpleader determination;
• (e) during this further hold period, the Escrow Funds remain safeguarded by OPP in accordance with Section 2.4; and
• (f) nothing in this Section 9.7 prevents either party from pursuing their dispute through the courts or other means outside the Platform.

9.8 Statutory adjudication rights preserved

Nothing in this Section 9 shall prevent either party from exercising any statutory right to refer a dispute to adjudication, including under section 108 of the Housing Grants, Construction and Regeneration Act 1996 where applicable to the underlying construction contract.

10. Termination and Suspension

10.1 Suspension

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

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

Renopay will notify you of the suspension and the reasons for it as soon as reasonably practicable (unless prohibited by law). Where Renopay suspends access on grounds of material breach which is capable of cure (other than under paragraphs (b), (c) or (d) above), Renopay shall give you a reasonable opportunity (being not less than 14 calendar days) to remedy the breach before terminating this Agreement. Suspensions shall not exceed 30 calendar days, after which Renopay shall either lift the suspension or commence termination. Suspension does not affect the operation of Section 3 in respect of already-funded Milestones, save that Auto-Release timers will be paused for the duration of the suspension and OPP's safeguarding of Escrow Funds continues throughout.

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 Project: 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

On termination:

• (a) undisputed Escrow Funds will be released in accordance with the applicable Release Triggers;
• (b) disputed Escrow Funds will be held by OPP pending resolution under Sections 8 and 9 (typically within 60 to 90 calendar days from the raising of the relevant Dispute Ticket, although timescales may vary in complex matters). Escrow Funds remain safeguarded by OPP in accordance with Section 2.4 throughout; and
• (c) all accrued Platform Fees remain payable.

10.4 Survival

The following provisions shall survive termination of this Agreement and continue in force for the period necessary to give them effect: Section 4 (accrued fees, until paid), Section 5.3 (for 12 months after termination), Section 6 (without limit of time), Section 10 (in respect of completed obligations), Section 13 (for so long as personal data is retained), Sections 14–16 (force majeure, notices and general), Schedule A (in respect of Consumer rights and active Projects) and Schedule B (in respect of accrued indemnities, tax obligations and insurance). All Active Projects shall continue to be governed by the version of this Agreement in force at the time the Project was created.

11. Variation of Terms

Renopay may amend this Agreement from time to time. Renopay may only make changes for one or more of the following valid reasons:

• (a) to reflect changes in law, regulation, regulator guidance, or industry codes;
• (b) to reflect changes in the OPP PSU Terms, the OPP Platform Partnership, or OPP's regulatory status (or to reflect a transition to an alternative authorised payment provider);
• (c) to improve the security, reliability, or features of the Platform;
• (d) to reflect changes in the costs of operating the Platform; or
• (e) to correct errors, omissions, or ambiguities.

If we make changes that are material to your rights or obligations:

• (a) we will give you at least 30 days' written notice via email and in-app notification before the changes take effect;
• (b) the notice will clearly identify the changes being made and the reason;
• (c) if you do not agree with the changes, you may terminate this Agreement before the changes take effect by closing your account. 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; and
• (d) your continued use of the Platform after the changes take effect constitutes acceptance of the amended terms.

Non-material changes (for example, typographical corrections or updates to contact details) may be made without prior notice but will be notified to you within a reasonable period. Nothing in this Section 11 affects the statutory rights of any User who is a Consumer.

12. Intellectual Property and Licences

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. Revocation or termination of this licence will not affect any rights or licences that have accrued before revocation, including the operational licence in Section 12.2 to the extent required for the maintenance of audit, regulatory, and Dispute records.

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:

• (a) Operational licence (automatic): a non-exclusive, royalty-free, worldwide licence to use, store, 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 and KYC/AML purposes.
• (b) 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 as soon as reasonably practicable and in any event within 30 days of the withdrawal of consent. Renopay will retain records of consent grant and withdrawal in accordance with UK GDPR. The marketing licence does not extend to photographs that identify the interior of your home unless you have given specific, informed consent.

12.3 Content warranties

You warrant that any content you upload to the Platform: (a) does not infringe any third-party intellectual property right; (b) does not contain personal data of any third party without that third party's lawful consent; (c) does not contain unlawful, defamatory, harassing or abusive material; and (d) you have all rights necessary to grant the licences in Section 12.2. You will indemnify Renopay (subject in the case of Consumers to Section 6.4) against any third-party claim arising from breach of this warranty.

13. Data Protection

13.1 Controllers and the Data Sharing Agreement

Renopay is the controller of personal data we collect through the Platform for the purposes of operating the marketplace. OPP processes personal data of Users in the course of providing the OPP Payment Services as a separate and independent controller for its own purposes (including CDD, KYC, AML, safeguarding, electronic money issuance, and payment services). The respective roles of Renopay and OPP in respect of personal data exchanged in connection with the Platform are set out in the OPP Arrangements (in particular Article 7 of the Service Order between Renopay and OPP) and, where applicable, the Data Sharing Agreement (which contains the matters required by Article 28 UK GDPR to the extent any processing by Renopay is carried out on behalf of OPP, for example for OPP's KYC purposes).

13.2 Lawful bases

We rely on the following lawful bases under Article 6 UK GDPR:

• (a) performance of this Agreement (Article 6(1)(b));
• (b) compliance with legal obligation (Article 6(1)(c));
• (c) explicit consent for marketing communications and for the processing of identifiable photographs of you, your home, or other private spaces (Article 6(1)(a)); and
• (d) legitimate interests for fraud prevention, platform security, and platform improvement (Article 6(1)(f)).

13.3 Data subject rights

Under UK GDPR you have the right to: access your personal data; rectify inaccurate data; erase your data (subject to applicable retention obligations); restrict processing; object to processing; data portability; and to withdraw consent at any time where processing is based on consent. You may exercise these rights via privacy@renopay.co.uk or in-app settings, and we will respond within one month (extendable by a further two months for complex requests). Withdrawing consent does not affect the lawfulness of processing carried out before withdrawal.

13.4 ICO route

If you are not satisfied with how we have handled your personal data, you have the right to complain to the Information Commissioner's Office (“ICO”) at ico.org.uk. We would, however, appreciate the opportunity to address your concerns before you approach the ICO.

13.5 Privacy Policy

Further details about how we process personal data, including retention periods, sub-processors, and international transfers, are set out in our Privacy Policy. The Privacy Policy forms part of this Agreement.

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, in each case to the extent that Renopay has used reasonable endeavours to maintain and implement the contingency arrangements referred to in Section 2.4. 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:

• (a) to Renopay: by email to legal@renopay.co.uk, or by post to Renopay Limited at its registered office address;
• (b) 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, provided that the sender has not received a delivery failure notice. In-app notifications are deemed received when displayed on the Platform. For material notices (termination, suspension, escalation to Expert Determination), the notice must be given by at least two channels (email and in-app).

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 (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

16.2 Jurisdiction

Subject to Section 9 (Expert Determination) and Section 9.8 (statutory adjudication), the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. 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 the rights granted to it under Section 2 in its own right. OPP's enforcement rights are limited to the obligations and remedies set out in Section 2.

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 A — Homeowner Terms

This Schedule A applies to each User who is registered on the Platform as a Homeowner. It is to be read together with the Master Terms.

A.1 Application

These Homeowner Terms apply in addition to, and form part of, the Master Terms. Capitalised terms have the meanings given in the Master Terms.

A.2 Statutory rights of Consumer Homeowners

Where you are a Consumer, you have statutory rights under Part 1 of the Consumer Rights Act 2015 in respect of services supplied by Renopay (including the right to a service performed with reasonable care and skill (s.49), the right that information given by the trader is binding (s.50), the right to a reasonable price (s.51), and the right to a reasonable time for performance (s.52)). Nothing in this Agreement excludes or modifies those rights.

In addition, the construction contract you enter into with a Builder is separate from this Agreement, and your statutory rights under Part 1 of the Consumer Rights Act 2015 also apply against the Builder in respect of any service supplied by the Builder.

A.3 Consumer cancellation under the CCR 2013

Section 4.2 of the Master Terms sets out the Consumer cancellation rights that apply to this Agreement. For the avoidance of doubt, your right to cancel the underlying construction contract with a Builder is a matter between you and the Builder under the construction contract and applicable law.

A.4 Payments and acceptance of OPP PSU Terms

As a Homeowner, you are typically a Payer in respect of payments made through the Platform. When you fund a Milestone, you will be presented with an OPP Payment Request. By proceeding with the OPP Payment Request, you accept the OPP PSU Terms in respect of that payment, and the Escrow Arrangements that apply to that Milestone. Where the Platform offers the functionality (for example, to hold a Reserved E-Money Balance), you may also choose to register an OPP Account. Acceptance of the OPP PSU Terms creates a direct contractual relationship between you and OPP and is separate from this Agreement.

A.5 Homeowner obligations

In addition to the obligations in Section 5.1 of the Master Terms, you shall:

• (a) provide safe and reasonable access to the site for the Builder to carry out the work;
• (b) respond to completion requests within the 14-day window set out in Section 3.2(c) (or such longer window applicable under Section 3.3), and 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;
• (c) ensure that funds are deposited into Escrow with OPP before work on each Milestone is due to commence; and
• (d) promptly comply with any KYC, AML, or enhanced due diligence request from OPP.

A.6 No Consumer indemnification

For the avoidance of doubt, Section 6.4 (Indemnity) of the Master Terms does not apply to you in respect of paragraphs (a) (breach of this Agreement) or (c) (disputes with other Users) where you are a Consumer.

A.7 Consumer ADR

Section 7.3 of the Master Terms applies to you. As explained there, Renopay is not currently a member of a certified ADR scheme. If you remain dissatisfied with Renopay's response to your complaint, your statutory right to bring court proceedings is unaffected, and where your complaint concerns OPP's regulated payment services you may also use the OPP and FOS route described in Section 7.2.

Schedule B — Builder Terms

This Schedule B applies to each User who is registered on the Platform as a Builder. It is to be read together with the Master Terms.

B.1 Application

These Builder Terms apply in addition to, and form part of, the Master Terms. Capitalised terms have the meanings given in the Master Terms.

B.2 Builder warranties

The Builder warrants that, in respect of every Project undertaken via the Platform:

• (a) all work will be performed with reasonable care and skill, in accordance with the Supply of Goods and Services Act 1982 (as applicable) and Part 1 of the Consumer Rights Act 2015 (where the Homeowner is a Consumer);
• (b) all work will comply with applicable UK Building Regulations, the Building Safety Act 2022, the Construction (Design and Management) Regulations 2015 (where applicable, including the Builder's obligations as a “contractor” or, where applicable, “principal contractor” under CDM), planning permissions, and statutory requirements;
• (c) 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 from a Homeowner or Renopay;
• (d) 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; and
• (e) the Builder is currently solvent, is not subject to any insolvency proceeding, and will promptly notify Renopay and any current Project Homeowner if the Builder becomes subject to insolvency proceedings.

Nothing in this Schedule B limits or modifies the statutory rights of any Homeowner who is a Consumer, including under Part 1 of the Consumer Rights Act 2015.

B.3 Registration with OPP as Beneficiary and PSU; KYC

Each Builder is required, before receiving any Payout in respect of any Project, to register an OPP Account directly with OPP and to accept the OPP PSU Terms. By registering, the Builder becomes a Beneficiary and PSU under the OPP PSU Terms and enters into a direct contractual relationship with OPP, separate from this Agreement.

The Builder must complete OPP's CDD (including KYC and AML) requirements as a condition of receiving any Payout. The Builder shall, on request, promptly provide any documentation or information required by OPP. Failure to do so may result in OPP suspending Payouts and/or freezing Escrow Funds in accordance with the OPP PSU Terms.

B.4 Tax, VAT, and CIS

The Builder is solely responsible for all applicable taxes in respect of work performed via the Platform, including (without limitation) VAT, the Construction Industry Scheme (CIS), the VAT domestic reverse charge for construction services (where applicable), income tax, and National Insurance contributions. The Builder indemnifies Renopay against any tax liability arising from the Builder's failure to comply with HMRC requirements.

B.5 Non-circumvention (Builder)

Section 5.3 of the Master Terms applies to the Builder in full (including the right of Renopay to claim any additional loss it can demonstrate). The Builder acknowledges that the Builder's commercial benefit from the Platform is contingent on the Builder using the Platform's payment and dispute infrastructure in good faith.

B.6 Builder indemnity to Renopay

In addition to Section 6.4 of the Master Terms (which applies to the Builder in full), the Builder indemnifies Renopay and its directors, officers, and employees against all claims, losses, costs, and expenses (including reasonable legal fees) arising from (a) any breach by the Builder of the warranties in Section B.2 above; (b) any tax liability arising from the Builder's failure to comply with HMRC requirements; or (c) any third-party claim arising from a Project that the Builder undertook through the Platform, save in each case to the extent caused or contributed to by Renopay's breach of this Agreement or negligence.

B.7 Right to dispute and statutory adjudication

Where the Builder's underlying construction contract is one to which section 108 of the Housing Grants, Construction and Regeneration Act 1996 applies (in summary, construction operations other than at a dwelling occupied by the residential occupier), the Builder may refer any dispute under that contract to adjudication at any time. Nothing in this Agreement restricts the Builder's statutory adjudication rights.

Schedule 1 — Fee Summary

This Schedule 1 sets out the Platform Fees referred to in Section 4.1 of the Master Terms. Renopay may amend this Schedule 1 from time to time in accordance with Section 11 of the Master Terms.

All fees are stated in pounds sterling (£). The Surveyor Fee is variable and will be displayed on the Platform at the time of escalation under Section 9.

— End of Agreement —