Terms of Business

1 About Rephaus and these terms

1.1 Rephaus is operated by Rephaus Group Limited, registered in England and Wales under company number 17374244. Our registered office is 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. In these terms, “Rephaus”, “we”, “us” and “our” mean Rephaus Group Limited.

1.2 Our website is https://www.rephaus.co. You can contact the Rephaus Team about these terms, complaints or cancellations at team@rephaus.co or by post at our registered office above. Rephaus is not currently registered for VAT and does not currently charge VAT on its own fees.

1.3 These terms govern our website, accounts, subscriptions, profile and project tools, agency workspaces and associated services (the “Platform”). They explain the contract between you and Rephaus. An agreement for a booking, collaboration or other project between users is a separate “Project Agreement”.

1.4 A “Client” is a person or organisation with a profile for presenting their work and managing opportunities. A “Manager” or “Agency” manages Clients with their authority. A “Member” is another registered user, including someone exploring profiles or approaching Clients. These account labels do not determine anyone’s legal status.

1.5 A “Business User” uses our services for purposes relating to their trade, business, craft or profession. A “Consumer” is an individual acting wholly or mainly outside those purposes. Your actual purpose, rather than your account label, determines whether consumer rights apply.

1.6 We provide these terms before you register or buy a service. Your account contract starts when you accept them and we confirm your registration. A paid service starts when we confirm your order. We will provide your order details and the applicable terms in a form you can save. Merely browsing does not authorise charges or create a subscription.

1.7 Your confirmed order identifies your plan, features, limits, price and billing period. Expressly agreed special terms take priority for the service they cover, followed by your confirmed order and these terms. Mandatory legal rights always take priority. A Project Agreement cannot impose obligations on Rephaus without our express written agreement.

2 Our role

2.1 Rephaus provides tools for profiles, discovery, enquiries, proposals, projects, agreements, files, records and payment administration. Your available features depend on your plan and the description supplied when you order.

2.2 Rephaus is the infrastructure provider and is not a party to Project Agreements between users. The parties identified in a Project Agreement contract directly with each other. We do not negotiate or accept bookings for users. Providing the Platform does not appoint Rephaus as anyone’s agent, manager, employer, partner or representative, or give us authority to accept work or sign agreements on their behalf. Our separate contract with you covers our own Platform services, subscriptions and service fees.

2.3 References to representation describe the profile and management tools available through the Platform and the activities of users and their appointed representatives. They do not mean Rephaus provides personal representation or work-finding services. Our limited role in payment administration is described in clause 7. Nothing in these terms excludes duties that apply to our actual activities by law. Where mandatory rules on employment agencies, work-finding or publication services apply to an activity, those rules take priority, including any restrictions on fees, collection dates, cancellation and publication. We will provide any additional terms or notices required for that activity before supplying or charging for it.

2.4 We do not promise that a profile or subscription will result in enquiries, bookings, earnings or a particular audience. We remain responsible for providing our own services with reasonable care and skill and in accordance with our agreed description.

3 Accounts and authority

3.1 Rephaus is restricted to adults aged 18 or over. You must be at least 18 to register, operate an account or use the Platform. Managers, Agencies, parents and guardians must not create or manage profiles for under-18s or arrange engagements for them through the Platform. An adult account must not be used to bypass this restriction.

3.2 Provide accurate identity, business, contact and billing information and keep it current. Do not impersonate someone or claim a connection, qualification or authority you do not have. If you act for an organisation, you confirm you have authority to bind it.

3.3 Keep login credentials secure, use available security controls and notify us promptly of suspected unauthorised access. You are responsible for the actions of people you authorise to use your account, subject to our responsibility for security failures for which we are legally responsible.

3.4 Managers and Agencies must obtain and retain the permissions needed to create or manage profiles, access records, send proposals, sign agreements and administer payments for Clients. A permission to manage a profile does not automatically authorise signing contracts or receiving money. Remove access promptly when authority ends.

3.5 We may request information reasonably needed to verify identity, authority, payment eligibility or compliance with law. A verification label relates only to the checks described for that label; it does not guarantee a user’s suitability, performance, creditworthiness or authority for every transaction.

4 Profiles and acceptable use

4.1 You must have the rights and permissions needed for your profile, images, videos, logos, testimonials and other materials. Information about experience, past work, clients and endorsements must be accurate and not misleading. Identify advertising and commercial endorsements where required.

4.2 You must not use the Platform for unlawful activity, fraud, impersonation, harassment, discrimination, threats, exploitation, infringement of intellectual property or privacy rights, or sharing unlawful sexual or abusive material.

4.3 You must not upload malware, interfere with security or other users, send spam, harvest personal data, use unauthorised automated scraping, bypass access or plan limits, or manipulate reviews, payment records or verification. These restrictions do not prevent activities that the law expressly permits and does not allow us to restrict.

4.4 Report suspected unlawful content, infringement or misuse using any available reporting tool or the contact in clause 1.2. Include enough information for us to identify the content and understand the concern. We will assess reports and take proportionate action, including restricting access or removing content where justified.

4.5 Where lawful and appropriate, we will explain moderation or account decisions and allow you to request a review. We may withhold details where disclosure would prejudice safety, security, an investigation or a legal obligation.

5 Plans and subscriptions

5.1 The following standard prices and allowances apply when included in your order. A separately agreed promotion or Enterprise order may differ. Prices are in pounds sterling and no VAT is currently added by Rephaus. The total payable, including any applicable taxes and unavoidable charges, must be shown before you commit to payment. Any future change following VAT registration must be disclosed before a new purchase or renewal and is subject to clause 5.7 for existing subscriptions.

5.2 Annual subscriptions are paid once for a full year. They are not monthly instalment plans. The annual amount in your order controls; promotional savings statements do not change that amount.

5.3 Paid monthly plans renew automatically each month and paid annual plans renew automatically each year until renewal is cancelled. The renewal period, billing date and recurring charge will be clearly disclosed before purchase, and automatic renewal applies only where you agree to it. We will send reminders where required by law and tell you how to stop renewal. Any statutory cancellation rights arising at renewal or at the end of a trial or promotional period remain available, with the information and refunds required by law. Enterprise arrangements follow the agreed order.

5.4 You may manage your plan through account settings or contact us under clause 1.2 to cancel renewal. Cancellation received before renewal prevents the next renewal charge. Unless you exercise a right to end sooner, you retain paid access until the end of the paid period.

5.5 An upgrade or downgrade requested and confirmed by you takes effect immediately. For a change to a paid plan, we charge the full price for the new billing period immediately and start a fresh monthly or annual billing period on that date. A change to Free has no new subscription charge. Unused payments for the previous plan are not credited or refunded merely because you request a change, except where a refund or credit is required by law, due to our breach or expressly agreed. Before you confirm, we will clearly show the immediate charge, new billing period, next renewal date, new limits and loss of unused paid time. Cancelling renewal under clause 5.4 instead preserves existing paid access until the period ends without starting a new paid period. For Consumers, if an immediate change ends access to a service already paid for, we will apply a proportionate credit for the unused prepaid period to the replacement service, or refund that unused amount if no replacement charge is due. This policy does not exclude any additional Consumer right.

5.6 Except for legal rights, our breach or an expressly agreed refund entitlement, changing your mind after any applicable cancellation period does not entitle you to a refund for a partly used subscription period. Clause 9 explains Consumers’ cancellation rights.

5.7 We may change prices for a future renewal on at least 30 days’ written notice, or longer where legally required. You can cancel renewal before the change takes effect. We will not increase the subscription price for a period already paid for.

5.8 Following a downgrade, you have at least 30 calendar days from our notice of the resulting restrictions to download existing records and files affected by lower limits. We may restrict new uploads, new projects or other activity immediately to the new plan limits, but will provide read-only access or an equivalent secure export route for affected existing records during that period. We will not delete records solely because of the downgrade before that period expires. After it expires, any deletion or retention follows our Privacy Policy, legal obligations and the notice we have given. This export period does not extend paid features.

6 Rephaus Pay service fees

6.1 Rephaus Pay is optional. You may record payments made outside Rephaus. Our standard Rephaus Pay service fee applies only when a project is funded through Rephaus; recording an externally paid project does not itself trigger that fee.

6.2 The fee rate is determined by the subscription plan applicable to the recipient of the project payment when each payment is processed, subject to any separate written agreement and advance notice required for changes. The recipient does not choose a custom rate: the following plan rates apply. Each deposit, instalment or final payment is assessed separately on the relevant amount in that payment; the full project value is not charged again on every instalment.

6.3 An opportunity received through Rephaus is one first introduced through the Platform. An existing opportunity is one independently established before it was brought onto the Platform. Identify the origin accurately. If classification is disputed, we will explain our reasoning and review relevant records before correcting a fee.

6.4 The recipient bears Rephaus’s service fee. The payer pays the agreed gross project amount; Rephaus’s service fee is deducted from that payment, not added to the payer’s bill. We calculate the fee separately on the whole project amount in each payment, including any supplier VAT and expenses included in that payment, before any fee deductions. We apply the percentage once to that gross amount, without adding or compounding fees into the calculation. The recipient receives the balance after deduction of the Rephaus service fee, Stripe processing and any applicable currency-conversion costs, and any separately authorised commission. No VAT is currently added to Rephaus’s own fee; a supplier’s separate VAT obligations are unaffected. Before payment, the payment summary must show the recipient’s applicable plan and fee rate, gross calculation amount, Rephaus fee, processing and currency-conversion costs, any authorised commission, the payer’s total and the recipient’s net proceeds. The recipient must agree to the disclosed deductions. No undisclosed fee is authorised by these terms.

6.5 The recipient also bears the separately disclosed Stripe processing and applicable currency-conversion costs for processing the gross project payment. These are deducted from the payment proceeds alongside Rephaus’s service fee and must not be charged twice. Where a Client is managed through an Agency workspace, the Agency subscription plan determines the fee rate, including where that Client also has an individual subscription. For example, if the payer pays £1,000 and the applicable Rephaus rate is 2.5%, the Rephaus service fee is £25 and the recipient receives £975 less the disclosed processing and any currency-conversion costs and separately authorised commission. Where a payment is to be split between recipients, the allocation, applicable rate and deductions for each recipient must be disclosed and agreed before payment. The same amount must not attract a duplicate Rephaus service fee merely because it is allocated or transferred between recipients.

6.6 A Manager’s or Agency’s commission is separate from Rephaus’s fee and must be agreed with the relevant parties. We will not deduct it merely because a management relationship appears on the Platform; the deduction must be properly authorised.

6.7 You authorise only the deductions and payment instructions clearly presented to and agreed by you or your duly authorised representative. Changes to future service-fee rates require at least 30 days’ written notice unless a longer period is required by law. They do not retrospectively change completed payments.

7 Payment processing and payouts

7.1 Payments between project parties are processed using Stripe Connect. The supplier identified in the Project Agreement supplies the project services; Rephaus provides the infrastructure and receives its service fee by deduction from the project payment, at the recipient’s expense as described in clause 6. Receiving that fee does not make Rephaus a party to the Project Agreement or responsible for supplying the project services. Connected account holders must accept the applicable Stripe Connected Account Agreement and incorporated Stripe Services Agreement. Those agreements govern their relationship with Stripe; these terms govern their relationship with Rephaus.

7.2 Before Rephaus Pay is enabled for a recipient, we will provide the applicable payment arrangements in a form they can save, identifying the supplier and payment recipient, any authorised collection on the supplier’s behalf, the payout schedule, and responsibility for refunds, disputes, dispute charges and negative balances. These arrangements must be accepted before payments are processed. We will identify the supplier and payment recipient to the payer before payment. Payouts are automatic under the applicable Stripe payout schedule once funds are available; they are not conditional on project completion or milestone approval. Verification checks, reserves, lawful holds and bank processing can affect timing. We do not promise an exact bank-arrival date. A successful payment through the payment route designated by the supplier satisfies the payer’s obligation for that amount, unless it is subsequently reversed or refunded; a delay in onward payout does not require the payer to pay twice.

7.3 You must provide accurate payment and payout information and cooperate with lawful verification requirements. Do not use someone else’s payment method or bank account without authority. Any restriction on a payment or payout must have a stated contractual or legal basis and be proportionate to that basis.

7.4 A project status, invoice or payment record does not prove that cleared funds have been received. Do not treat an amount as available for withdrawal unless the payment service confirms that it is available. Nothing in these terms promises escrow, deposit insurance or a guarantee of payment.

7.5 Notify us promptly of suspected payment errors or unauthorised transactions. We will investigate our part in the issue and cooperate with the payment provider. These terms do not restrict statutory payment-dispute or chargeback rights or entitle us to debit unrelated sums without authority.

7.6 Each party remains responsible for its applicable taxes and invoices. We may collect or report seller or transaction information where required by law, as explained in our Privacy Policy. This does not transfer another party’s tax obligations to Rephaus.

7.7 If a project payment is fully refunded to the payer, we will return the full Rephaus service fee attributable to that payment to the recipient who bore it, or apply it towards funding that recipient’s refund to the payer. If a project payment is partly refunded, we will return or apply the same proportion of that fee. For example, a refund of 40% of the gross project payment results in the return or application of 40% of the corresponding Rephaus fee. A full project refund returns the gross project payment to the payer; the returned Rephaus fee is not an additional payment on top of that gross refund. We will also make any associated tax adjustment required by law. This policy applies to the transaction fee, not to subscription charges or separately ordered onboarding services.

7.8 We will initiate the corresponding Rephaus fee return or refund contribution within 14 days after confirmation that the project-payment refund has been successfully processed, or sooner where required by law. We may apply the fee contribution as part of processing the project refund. If the parties refund outside Stripe, they must provide reasonable evidence linking the refund to the original payment. The fee will be credited to the connected account or otherwise returned to the recipient who bore it, or applied to the payer’s project refund on that recipient’s behalf. It will not be returned twice. We charge no refund administration fee. Bank processing may take additional time. The supplier remains responsible for a project refund legally owed to the payer, subject to Rephaus’s responsibility for its own acts and omissions. Insufficient funds in a connected account do not extinguish that obligation. Collection of a shortfall, and any debit to a connected account or bank account, must follow the applicable Stripe agreement and payment arrangements accepted under clause 7.2; these terms do not independently authorise an undisclosed debit.

7.9 Cancellation of a project does not itself establish the amount of the project payment to be refunded. That amount is determined under the Project Agreement and applicable law. Our proportional fee-refund policy follows the amount actually refunded and does not authorise a supplier to withhold money unlawfully. Any independent statutory right to a refund of our fee, or remedy for our own breach, is unaffected.

7.10 Stripe processing charges are separate from Rephaus fees. Any Stripe charges retained or imposed on Rephaus will not reduce the Rephaus service-fee return or refund contribution under clauses 7.7–7.8. Recipient-borne processing charges remain subject to the applicable Stripe agreement and the payment arrangements disclosed before the transaction; this policy does not promise that Stripe will return them. Their retention does not itself authorise a supplier to reduce a refund legally owed to a payer.

7.11 If a chargeback finally reverses all or part of a project payment in the payer’s favour, the same proportional Rephaus fee-return policy applies to the reversed amount. We will credit the recipient who bore the fee or apply it towards that recipient’s liability for the reversed payment, accounting for any fee already returned so that the same amount is not refunded twice. The payer does not receive an additional Rephaus-fee refund on top of the gross amount reversed. An unresolved dispute is not itself a final reversal. This policy does not determine which account Stripe debits for dispute costs or negative balances; those arrangements must be identified under clause 7.2 and do not exclude any responsibility we have by law.

8 Projects and agreements between users

8.1 The parties should identify their legal names and authority and agree the scope, deliverables, timetable, location, price, taxes, expenses, payment stages, approval process, cancellation arrangements and relevant intellectual property and image rights before committing to a project.

8.2 A profile, enquiry or project record does not by itself confirm a booking. Whether a binding agreement has been made depends on the offer, acceptance, wording and actions of the parties, including any electronic acceptance or signature. Review each action carefully; do not assume that an unsigned exchange cannot be binding.

8.3 Platform templates and automated drafting tools assist with administration. They are not tailored legal advice or a guarantee that an agreement meets every requirement. The parties must check accuracy, rights, authority and suitability before agreeing. Rephaus remains responsible for its own contractual and statutory duties.

8.4 The project parties are responsible for delivery, permissions, licences, safeguarding, insurance, health and safety, tax and any employment obligations applicable to their activities. An account description or Project Agreement cannot override a person’s legal employment status or mandatory rights.

8.5 Cancellation, postponement, non-performance and disputes under a Project Agreement are governed by that agreement and applicable law. Cancelling a Rephaus subscription does not automatically cancel a Project Agreement. A project refund and a refund of Rephaus’s own fee are separate matters, subject to clause 7 and any mandatory rights.

8.6 Raise project disputes with the other party promptly. We may assist with records or communication, but do not promise to decide disputes or guarantee another user’s performance. This does not limit claims concerning our own acts or omissions.

9 Consumer rights and cancellation

9.1 This clause applies if you are a Consumer purchasing services from Rephaus. It does not replace rights against another supplier under a Project Agreement.

9.2 For an eligible online service contract, you may cancel without giving a reason until 14 days after the day the contract is entered into. Send a clear cancellation statement to the email or address in clause 1.2. You may use the form below, but do not have to. Sending your notice within the period is sufficient.

9.3 If you expressly request that we start supplying the service during that period, and we have supplied the required information, we may charge a proportionate amount for the service actually supplied before you cancel. Simply logging in or accepting these terms is not an express request to waive your rights.

9.4 Your right to cancel a service ends on full performance during the cancellation period only if you requested early performance and acknowledged in advance that you would lose that right once the service was fully performed. Beginning a continuing subscription does not by itself amount to full performance.

9.5 If we separately supply digital content immediately, any loss of the statutory cancellation right requires your prior express consent, acknowledgement and the legally required confirmation. These terms do not provide blanket consent for this.

9.6 We will make a cancellation refund due under this clause within 14 days after being told of your decision, using the original payment method unless you expressly agree otherwise, without a refund administration fee. Only deductions permitted by law may be made.

9.7 You retain rights concerning services provided without reasonable care and skill and digital content that is faulty or does not match its description. Remedies may include repeat performance, repair, replacement, a price reduction or refund as applicable. Nothing here removes those rights or any additional cancellation rights that apply by law.

10 Optional onboarding and other services

10.1 Foundry is our managed setup service. An individual Client’s Foundry Profile Setup costs £299 as a one-off payment, with no VAT currently added. It includes a Calling Card foundation and professionally written profile copy; one profile image, up to two covers and six supporting images; up to five highlights, three projects or activities and three press features; up to five external links and five “Open to” categories; and contact routing, image preparation, review, quality checks and publication. These allowances depend on suitable materials and accurate information supplied by you. Research, image sourcing and major historical migration are not included.

10.2 For an individual Client’s Foundry setup, the profile will be ready for your review within five working days after we confirm that we have the necessary materials, subject to any later start required by your cancellation choices under clause 9. Working days are Monday to Friday, excluding public holidays in England and Wales. Tell us what you do and the opportunities you want, and supply suitable photographs and useful files or links; three or more photographs are recommended. We will tell you promptly if essential information is missing. This is a review-stage delivery commitment, not a promise of immediate publication. We will notify you of delays caused by missing materials or approvals and agree a revised timetable.

10.3 For Agencies and Managers, managed setup covers workspace configuration, roster structure and creation of Client profiles as specified in the confirmed order. Agency workspace onboarding is priced at £500 as a one-off charge, with no VAT currently added. Before purchase, the order will specify the number of included profile setups, the deliverables for each profile, any additional-profile charges and the total price. Any complimentary setup or account entitlement must also be identified in that order, including its scope and duration. Ongoing Agency subscriptions are charged separately at the rates in clause 5 unless the order expressly includes them. A managed Client allowance under a subscription does not itself specify how many profiles Rephaus will prepare for you.

10.4 For Agency and Manager managed setup, we will deliver the configured workspace and the Client profile drafts included in the agreed order for your review within five working days after we confirm receipt of the required materials, unless a different delivery timetable is expressly agreed in the order, and subject to any later start required by applicable cancellation choices under clause 9. Working days have the meaning in clause 10.2. We will identify essential missing materials and notify you promptly of delays caused by missing materials or approvals. Final publication follows your approval under clause 10.5.

10.5 Foundry setup includes one round of revisions within the agreed scope, submitted as one consolidated set of comments after you review the draft. Correcting our errors or failures to meet the agreed specification does not use up this allowance or limit statutory remedies. We will agree the order scope, payment schedule, delivery timetable and any additional charges before you buy. Individual setup is paid as a one-off purchase before work starts, subject to clause 9 and any mandatory restrictions on charging for the actual service. We will obtain your approval before publishing the prepared profile. Buying Foundry does not itself guarantee verification, a paid subscription, bookings or commercial success. We will agree material changes of scope and any price for additional work before carrying it out. Any review deadline must be stated in your order; silence does not itself authorise publication.

10.6 Consumer cancellation rights in clause 9 apply to eligible Foundry purchases. We will obtain any required express early-start request and acknowledgement separately; payment alone does not waive those rights. Other cancellation arrangements must be disclosed in the order before purchase. No cancellation charge overrides legal rights, and any consumer cancellation charge must be fair and reflect recoverable loss after reasonable steps to reduce it. Remedies for defective or undelivered work remain available. Charges and the timing of collection remain subject to any restrictions applicable to the actual service, including work-finding or publication services where relevant.

11 Content and intellectual property

11.1 You retain ownership of content you provide. You grant Rephaus a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, format and display it only as reasonably needed to provide the services, follow your sharing settings, maintain security and meet legal obligations. We may permit service providers to do the same solely for those purposes.

11.2 Public profiles and public content may be viewed, shared and indexed by search engines. Private project materials must only be accessible to authorised participants and others with a proper operational or legal need. Do not upload confidential information into a public area.

11.3 We will obtain separate permission before using your name, logo or content in advertising that suggests your endorsement. These terms do not grant us ownership of your work or unrestricted rights to sell it.

11.4 When content is deleted, the licence ends except to the extent reasonably needed for backups, lawful retention, dispute records or copies shared with project participants who remain entitled to retain them. Retained copies must not be newly used for unrelated publicity. Our Privacy Policy explains personal-data retention.

11.5 Rephaus and its licensors retain rights in the Platform’s software, branding and original materials. We permit you to use them as needed for the services during your account contract. Rights in project deliverables are determined by the Project Agreement and applicable law, not transferred simply by uploading a file.

12 Confidentiality and data protection

12.1 Each party must protect the other’s non-public information received in connection with the services, use it only for the relevant purpose and share it only with people who need it and are bound by appropriate duties. This does not cover information that is lawfully public, independently developed or lawfully received without restriction. Disclosure required by law is permitted.

12.2 Our Privacy Policy explains how we process personal data. Acceptance of these terms is not consent to optional marketing or non-essential cookies. We obtain any necessary consent separately.

12.3 Users must handle other people’s personal information lawfully and must not use profile or project data for unauthorised marketing or unrelated purposes. Agencies and other business customers must have an appropriate lawful basis and provide required notices for information they upload.

12.4 Where we process personal data on a business customer’s behalf as its processor, the parties must put appropriate data-processing terms in place before that processing. These general terms alone do not replace a required data-processing agreement.

13 Availability and changes

13.1 We will use reasonable care and skill to maintain the Platform. It may occasionally be unavailable for maintenance, updates or circumstances beyond our reasonable control. We will give reasonable notice of planned material interruptions where practicable and work to restore affected services.

13.2 We may make reasonable changes for security, legal compliance, technical improvements or service development. We will not materially reduce a paid service during its committed period without an appropriate remedy. If a change materially disadvantages you, we will give reasonable advance notice and allow you to end the affected service and receive a proportionate refund for the unused prepaid period.

13.3 No specific uptime or response-time commitment applies unless included in your order or a separately agreed service-level agreement. Descriptions and commitments expressly included in your purchase remain binding.

13.4 Keep copies of important agreements and files. This does not remove our responsibility for loss caused by our failure to meet our obligations.

14 Suspension and ending access

14.1 We may restrict or suspend access where reasonably necessary to address a material breach, security threat, fraud, unlawful content, lack of authority or a legal requirement. Action will be proportionate. Where a breach can be remedied, we will ordinarily explain it and give 14 days to remedy it before ending the account, unless immediate action is justified.

14.2 For unpaid, undisputed subscription charges, we will notify you and provide a reasonable opportunity to resolve the issue before suspending paid features. You may raise a genuine billing dispute without losing legal rights.

14.3 You may close your account by using available settings or contacting us. Closure does not remove amounts properly due, outstanding Project Agreements or legal record-retention requirements.

14.4 If we discontinue your service for business reasons unrelated to your breach, we will give at least 30 days’ notice and refund unused prepaid subscription fees proportionately. You may end an affected service if we materially breach it and fail to remedy the breach within a reasonable period, with any refund and other remedies due by law.

14.5 For ordinary account closure, we will provide at least 30 calendar days from our closure notice to download available records through read-only access or an equivalent secure export route. Paid features need not continue during that period. We may restrict access immediately for legal or security reasons; where lawful, we will explain how authorised users can obtain records securely. An express request for earlier deletion will be handled under our Privacy Policy and applicable law. The export period does not require us to erase records we must retain or retain personal data longer than lawfully necessary. Downgrade exports are covered by clause 5.8.

14.6 Provisions that need to continue, including payment obligations already incurred, confidentiality, applicable intellectual property rights and dispute provisions, survive closure to that extent.

15 Responsibility and liability

15.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability or remedy that the law does not allow to be excluded or limited.

15.2 We are responsible for our own breach of contract and failure to use reasonable care and skill. We are not automatically responsible for another user’s breach merely because the parties used the Platform. This does not exclude liability arising from our own involvement or duties.

15.3 For Consumers, we are responsible for loss or damage that is a foreseeable result of our breach or failure to use reasonable care and skill. We do not exclude mandatory rights relating to defective services, digital content or damage to your device or other digital content.

15.4 For Business Users only, subject to clause 15.1, we are not liable for indirect or consequential losses, or loss of profit, revenue, business opportunity, anticipated savings or goodwill, whether those specified losses are direct or indirect. This exclusion does not permit us to retain money belonging to you or avoid a refund or payment properly due to you.

15.5 For Business Users only, subject to clauses 15.1 and 15.7, our total aggregate liability to you arising out of or in connection with these terms and our services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Rephaus fees actually received from you or on your behalf up to the date you first notify us in writing of a claim. This is a single cumulative limit across all claims and all your accounts, orders, projects and services; it does not renew annually or apply separately to each claim. Amounts already paid by us in satisfaction of liabilities subject to this cap count towards the limit. Rephaus fees mean our own subscription, setup and service fees, including service fees deducted from your project proceeds. They exclude VAT and other taxes, gross project payments, amounts payable to other users, third-party processing charges and amounts merely invoiced but not received. There is no fixed minimum liability amount. If we have received no Rephaus fees from you or on your behalf, this clause seeks to exclude liability within its scope, but only to the extent permitted by law and subject to clause 15.7.

15.6 A party affected by events beyond its reasonable control must take reasonable steps to reduce the impact and notify the other where appropriate. This does not excuse payment already due, justify retaining payment for services not supplied, or remove a Consumer’s right to an appropriate refund or other legal remedy.

15.7 The exclusions and cap in clauses 15.4 and 15.5 do not apply to Consumers, liability described in clause 15.1, or our obligation to account for and pay over money belonging to you or to make a refund properly due under these terms or applicable law. They apply only to the extent permitted by law, including any applicable requirement of reasonableness. They do not restrict the rights of a regulator or a person who is not bound by these terms.

16 Complaints and disputes

16.1 Contact us under clause 1.2 with the relevant account, order or project reference and the outcome you seek. Do not include full payment-card details. We will investigate and respond within a reasonable time.

16.2 If a Consumer complaint cannot be resolved, we will provide information about an appropriate certified alternative dispute resolution body and explain whether we are required or willing to use it, as required by law. You retain the right to take court proceedings.

16.3 These terms are governed by the law of England and Wales. Business Users and Rephaus submit to the exclusive jurisdiction of the courts of England and Wales.

16.4 Consumers retain mandatory protections of the law of their country of residence where applicable. Consumers resident in Scotland or Northern Ireland may also bring proceedings in their local courts, and nothing limits any other mandatory right to use a competent court.

17 General provisions

17.1 We may update these terms for legal, security or operational reasons. We will explain material changes and give at least 30 days’ advance notice where practicable, except where a law or urgent security requirement requires earlier action. Material changes to existing paid services are subject to clause 13.2. Changes do not retrospectively rewrite Project Agreements or completed transactions.

17.2 We may transfer our contract to another provider only if this does not materially reduce your rights. We will tell you of a transfer. If it materially disadvantages you, you may end the affected service and receive a proportionate refund of unused prepaid fees.

17.3 You must not transfer your account or contract without our written consent, which we will not unreasonably withhold for a legitimate business transfer subject to identity, authority and security checks.

17.4 If a provision is unenforceable, the remaining provisions continue so far as legally possible. Delay in enforcing a right does not waive it. No person other than the contracting parties has a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

17.5 These terms and your confirmed order record our agreement about the services. They do not exclude liability for fraud, override binding pre-contract information or remove reliance and remedies protected by consumer law.

17.6 We will send contractual notices to your registered email or another agreed durable channel. Contact us at the email or postal address in clause 1.2. This does not replace procedural rules governing service of legal proceedings.