ONVAA LTD — Supplier (Vendor) Terms and Conditions

Version 1.0 — Effective Date: [DD Month 2026] Registered in England & Wales | Company No. [XXXXXXXX] | www.onvaa.com

IMPORTANT: These Terms and Conditions govern your use of the Onvaa Platform as a Supplier. They are a legally binding contract between you and Onvaa Ltd. They contain important provisions about your warranties, insurance, fees, indemnities, and Onvaa’s liability. Read them carefully. By registering for or using the Platform as a Supplier, you confirm you have read, understood, and agreed to be bound by them. If you do not agree, do not use the Platform.

WHO THESE TERMS APPLY TO: These Supplier Terms apply to any business or self-employed person who registers to submit, or submits, Quotes on the Onvaa Platform. If you are a Customer posting Service Requests, the separate Customer Terms & Conditions apply to you.

Platform-Only Declaration — Fundamental

ONVAA IS A TECHNOLOGY PLATFORM ONLY. Onvaa does not provide trade, professional, contractor, recruitment, agency, referral, brokerage, property, financial, or legal services of any kind. The Platform is a digital tool that broadcasts Customer Service Requests to registered Suppliers and delivers Supplier Quotes to Customers. That is the entirety of Onvaa’s function.

Onvaa does not employ, engage, supervise, direct, or control any Supplier. You are an independent business. Onvaa is not your agent, partner, employer, or principal, and is not a party to any contract you form with a Customer. Onvaa will never market or hold itself out as a provider of the services that Suppliers offer.

1. Definitions

2. Eligibility & Supplier Status

2.1 Eligibility

To register as a Supplier you confirm that: you are aged 18 or over; you are a business or self-employed person operating lawfully in the UK; you have the right to work and to trade in the UK; you hold all registrations, licences, qualifications, and authorisations required for the services you offer; and the person accepting these Terms has authority to bind the Supplier.

2.2 Independent status

You are an independent contractor and business. Nothing in these Terms or the operation of the Platform creates any employment, worker, agency, partnership, joint venture, or franchise relationship between you and Onvaa. You are solely responsible for the manner, means, scheduling, pricing, and performance of your services, and for your own tax, National Insurance, VAT, pensions, CIS obligations, and any sub-contractors or staff you use.

2.3 Registration information

You must provide accurate, current, and complete registration information and keep it up to date. You must not impersonate any person or misrepresent your identity, business, qualifications, credentials, or insurance. You are responsible for keeping your account credentials secure.

3. What Onvaa Does — and Does Not Do

3.1 What Onvaa does

Onvaa receives Customer Service Requests and broadcasts them to relevant registered Suppliers, and delivers Supplier Quotes to Customers. Onvaa may use automated systems to match, categorise, and order Requests and Quotes. Onvaa’s role ends when Quotes are delivered.

3.2 What Onvaa does NOT do

Onvaa does not: guarantee any volume, quality, frequency, value, or conversion of Leads; guarantee that any Customer is genuine, solvent, ready to proceed, or will engage you; verify the identity, intentions, or creditworthiness of any Customer; participate in, supervise, or guarantee any Direct Engagement; handle, hold, or process payments between you and a Customer; or act as your agent in any dealing with a Customer.

3.3 Leads are provided “as is”

Leads are provided on an “as is” and “as available” basis. Customers may post inaccurate, speculative, duplicate, or non-genuine Requests despite Onvaa’s reasonable precautions. Subject to clause 11.2, Onvaa is not liable for the quality, accuracy, genuineness, or outcome of any Lead, and (subject to clause 7.5) Fees are payable for Leads delivered regardless of whether you win the work.

4. Your Core Warranties — Licensing, Competence & Insurance

These warranties are fundamental. Breach of any of them is a material breach entitling Onvaa to suspend or terminate your account immediately.

4.1 Licences, registrations & qualifications

You warrant and undertake that, at all times while registered on the Platform, you hold and will maintain all licences, registrations, certifications, qualifications, and statutory authorisations required by law for the services you offer, including (where applicable to your trade):

• Gas work — current Gas Safe registration;
• Electrical work — current NICEIC / NAPIT (or equivalent competent-person scheme) registration;
• Legal services — SRA (or other relevant regulator) authorisation;
• Financial services — FCA authorisation or exemption;
• Healthcare — CQC registration and relevant professional registration (GMC / NMC / HCPC, etc.);
• any other licence, permit, certification, or registration required for your trade or profession.

You will not offer or perform any service for which you do not hold the required current registration, and you will notify Onvaa promptly if any licence, registration, or qualification lapses, is suspended, or is revoked.

4.2 Insurance

You warrant and undertake that you hold and will maintain, with a reputable insurer, valid and adequate insurance for your services, including as a minimum public liability insurance and, where appropriate to your trade or profession, professional indemnity insurance and employers’ liability insurance (if you employ staff), each for an amount adequate to your activities and at least any amount required by law or by these Terms.

4.3 Competence, quality & legality

You warrant that you have the skill, experience, and competence to perform the services you offer; that you will perform them with reasonable care and skill, in accordance with all applicable laws, regulations, codes of practice, and health-and-safety requirements; and that the services and any goods you supply will be safe, lawful, and as described.

4.4 Evidence and audit

You will, on Onvaa’s request, promptly provide evidence of your identity, right to work/trade, licences, registrations, qualifications, and insurance (including certificates and renewal documents). Onvaa is not obliged to request, check, or verify any of these, and its decision to request or not request them does not transfer responsibility to Onvaa or amount to verification or endorsement of you. Failure to provide requested evidence is grounds for suspension or removal.

4.5 No reliance by Customers on Onvaa

You acknowledge that Onvaa does not verify or endorse Suppliers to Customers, and that Customers are told to carry out their own checks. You are responsible for substantiating your own credentials to Customers.

5. Your Obligations to Customers

5.1 Honest quotes

Every Quote you submit must be genuine, accurate, made in good faith, and capable of being honoured on the terms stated. You must not submit fake, speculative, or bait quotes, or quotes you do not intend to honour. You must honour the price and scope you quote, save for legitimate variations agreed with the Customer.

5.2 Compliance with consumer law

Where your Customer is a Consumer Customer, you are solely responsible for complying with all consumer-protection law in your dealings and contract with them, including the Consumer Rights Act 2015 (services to be performed with reasonable care and skill; goods of satisfactory quality), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (pre-contract information and the consumer’s cancellation/cooling-off rights), the Consumer Protection from Unfair Trading Regulations 2008, and pricing-transparency requirements. You must provide your own written terms and required cancellation information to Consumer Customers.

5.3 Direct contract

Any contract for services is formed solely between you and the Customer. Onvaa is not a party, guarantor, or co-obligor. You are solely responsible for the performance of that contract, for any deposit or payment arrangements, and for resolving any dispute, complaint, refund, chargeback, or claim with the Customer directly.

5.4 Conduct

You will deal with Customers honestly, professionally, and lawfully; will not harass, threaten, defraud, or discriminate against any Customer; will respect Customers’ safety, property, and privacy; and will comply with safeguarding requirements where you work at premises where children or vulnerable people may be present.

6. Acceptable Use, Content & Online Safety

6.1 Prohibited conduct

You must not: post false, misleading, defamatory, obscene, harassing, discriminatory, or unlawful content; impersonate any person or misrepresent your credentials; submit or solicit fake reviews, manipulate ratings, or post fake competing quotes; use the Platform to send spam or to market unrelated goods or services; introduce malware or attempt to gain unauthorised access; or use the Platform for any illegal, fraudulent, or harmful purpose.

6.2 Reviews

You may respond to Customer reviews professionally but must not offer incentives for positive reviews, post reviews about yourself, or attempt to suppress or manipulate genuine reviews. Reviews are User-generated content; Onvaa does not endorse them.

6.3 Content standards, reporting and removal

Supplier Content must be lawful and must not be illegal content within the meaning of applicable online-safety legislation. Onvaa operates in compliance with applicable online-safety and intermediary-liability law. Onvaa does not generally pre-screen content but provides a reporting mechanism (report@onvaa.com or in-Platform tools) and may remove or disable content and suspend or restrict accounts where it considers, acting reasonably, that content is unlawful or breaches these Terms or a Policy, or where required by law.

6.4 Licence to Supplier Content

You grant Onvaa a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, and distribute Supplier Content (including your business name, profile, and logo) for the purposes of operating, improving, and marketing the Platform and displaying your profile and Quotes to relevant Customers. You warrant you own or are licensed to grant these rights and that the content does not infringe any third party’s rights.

7. Fees & Payment

7.1 Fees

Onvaa charges Suppliers for use of the Platform. Fees may be charged on a per-Lead basis, by subscription or membership, by credit packs, or by a combination, as set out in the pricing displayed on the Platform or in your account at the time you incur them. The applicable pricing forms part of these Terms.

7.2 Payment

You authorise Onvaa (and its payment processor) to charge the Fees using your registered payment method as they fall due. All Fees are exclusive of VAT, which will be added where applicable. You are responsible for any bank or card charges.

7.3 Lead charges

Where Fees are charged per Lead, a Lead Fee becomes payable when the Lead is delivered to you, whether or not you choose to quote, contact the Customer, or win the work, except as provided in clause 7.5.

7.4 Failed or late payment

If a payment fails or is overdue, Onvaa may suspend or restrict your access until payment is made, charge reasonable interest on overdue amounts, and recover reasonable costs of collection. Persistent non-payment is grounds for termination.

7.5 Refunds and Lead credits

Onvaa’s refund and Lead-credit policy is published on the Platform and forms part of these Terms. Onvaa may, at its discretion or in line with that policy, credit or refund Fees for Leads that are clearly invalid (for example, duplicate, fake, mis-categorised, or containing invalid contact details), provided you report them within the time specified in the policy. Nothing in this clause affects any statutory right you may have where you contract with Onvaa as a consumer (for example, a sole trader acting outside their trade in the particular transaction).

7.6 Changes to Fees

Onvaa may change its Fees or pricing structure on reasonable prior notice (and at least 30 days’ notice for recurring subscription charges). If you do not accept a change, your remedy is to stop incurring further Fees and/or terminate under clause 12; continued use after the change takes effect constitutes acceptance.

8. Non-Circumvention & Anti-Scraping

8.1 Non-circumvention

The Platform’s value depends on Leads being transacted through it. You must not use the Platform to obtain Leads or Customer contact details and then deliberately arrange or route the resulting engagement off-Platform with the purpose of avoiding Fees, nor solicit Customers to do so. This does not prevent you and a Customer from contracting directly once connected (which is the intended outcome), but you must pay the Fees due for the Leads through which you were connected.

8.2 Anti-scraping

You must not scrape, harvest, copy, index, or extract data from the Platform by automated or manual means, except as expressly permitted; must not use Platform data to build a competing database or service; and must not resell or transfer Leads to third parties without Onvaa’s written consent.

9. Data Protection

9.1 Independent controllers

When you receive a Customer’s personal data through the Platform, you and Onvaa each act as independent controllers of that data for your respective purposes. Onvaa is not your processor and you are not Onvaa’s processor.

9.2 Your obligations

You must: comply with the UK GDPR and the Data Protection Act 2018 in respect of Customer personal data you receive; use that data only for the purpose of responding to and fulfilling the specific Service Request; not use it for unrelated marketing without a lawful basis and any required consent; keep it secure with appropriate technical and organisational measures; retain it only as long as necessary; and respond to data-subject requests relating to your processing. You must have your own privacy notice covering your processing.

9.3 Breach notification

You must notify Onvaa without undue delay (and in any event within 48 hours) at privacy@onvaa.com of any personal-data breach affecting Customer data obtained through the Platform, and cooperate with Onvaa and any regulator. You are responsible for your own regulatory notification obligations.

10. Suspension, Restriction, Removal & Termination by Onvaa

10.1 Onvaa’s rights

Onvaa may suspend, restrict, modify, or remove your account, profile, or any Supplier Content, with or without notice, where: you breach these Terms, a Policy, or applicable law; Onvaa reasonably suspects fraud, misrepresentation, unsafe or unlawful conduct, or lapse of a required licence or insurance; Onvaa receives credible complaints or reports about you; payment is overdue; or Onvaa is required to do so by law or a regulator.

10.2 Effect

Suspension or removal does not entitle you to any refund of subscription or membership Fees for the period of suspension caused by your breach, and does not relieve you of Fees already incurred. Onvaa’s decision to act, or not to act, in respect of any Supplier does not constitute verification, endorsement, or acceptance of responsibility, and shall not be treated as an admission of any kind.

10.3 No employment protections

As an independent business, you are not entitled to any employment or worker protections in respect of suspension, removal, or termination.

11. Onvaa’s Liability to You

11.1 Platform role

Onvaa is not a party to any Direct Engagement and is not liable for any Customer’s conduct, solvency, honesty, or failure to pay or perform. Recovery of payment from Customers is solely your responsibility.

11.2 Non-excludable liability

Nothing in these Terms limits or excludes Onvaa’s liability for: (a) death or personal injury caused by Onvaa’s own negligence; (b) fraud or fraudulent misrepresentation by Onvaa; (c) compensation due to a data subject under UK GDPR Article 82; or (d) any other liability that cannot lawfully be excluded under English law.

11.3 Exclusions

Subject to clause 11.2, Onvaa is not liable for: any loss arising from a Customer’s conduct, non-genuine Requests, or failure to engage or pay you; loss of profits, revenue, business, goodwill, anticipated savings, or opportunity; loss or corruption of data (save as preserved by clause 11.2(c)); any loss arising from suspension, restriction, or withdrawal of the Platform or your account in accordance with these Terms; or any indirect, special, or consequential loss.

11.4 Liability cap

Subject to clause 11.2, Onvaa’s total aggregate liability to you arising out of or in connection with these Terms and your use of the Platform (whether in contract, tort, including negligence, or otherwise) in any 12-month period shall not exceed the total Fees paid by you to Onvaa in the 12 months preceding the event giving rise to the claim. Onvaa considers this cap reasonable under the Unfair Contract Terms Act 1977 given the nature and price of the service.

11.5 Force majeure

Onvaa is not liable for any failure or delay caused by a Force Majeure Event.

12. Your Indemnity to Onvaa

This clause is central to the allocation of risk between you and Onvaa.

You shall indemnify, defend, and hold harmless Onvaa and its officers, directors, employees, contractors, and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your services, goods, acts, or omissions, including any injury, death, property damage, defective work, or financial loss suffered by any Customer or third party;
2. any breach by you of these Terms, a Policy, or any applicable law (including consumer-protection, health-and-safety, licensing, tax, and data-protection law);
3. any claim by a Customer or third party arising from a Direct Engagement, including disputes over quality, price, delay, non-completion, refunds, or chargebacks;
4. any misrepresentation by you, including as to your identity, licences, qualifications, or insurance;
5. any Supplier Content that is unlawful or that infringes the intellectual property or other rights of any person;
6. any personal-data breach or data-protection infringement caused by you; and
7. any fraudulent, dishonest, or criminal act by you.

Onvaa will notify you of any relevant claim and may, at its option, allow you to conduct the defence (with counsel reasonably acceptable to Onvaa) or conduct it itself at your cost; you will not settle any claim in a way that imposes any obligation or admission on Onvaa without Onvaa’s written consent.

13. Confidentiality

Each party will keep confidential any non-public information disclosed by the other that is marked or reasonably understood to be confidential, and will use it only for the purposes of these Terms, except where disclosure is required by law or to professional advisers. This does not apply to information that is or becomes public other than by breach, or that a party already lawfully held.

14. Complaints & Alternative Dispute Resolution

Complaints about Onvaa’s Platform service should be submitted to support@onvaa.com. Onvaa will acknowledge within 2 Working Days and respond within 14 Working Days. If unresolved after Onvaa’s final response, the matter may be referred to CEDR (www.cedr.com) for mediation. Where you contract with Onvaa as a business, completion of this process is a condition precedent to legal proceedings (except for urgent injunctive relief). Where you have statutory rights as a consumer, those rights are not affected and ADR is voluntary.

15. Individual Claims — No Class Actions (subject to your statutory rights)

To the fullest extent permitted by applicable law, you agree that any claim against Onvaa will be brought on an individual basis and not as part of any collective, representative, group, class, or multi-party action. Nothing in this clause limits any non-excludable statutory right, any right to complain to or participate in a regulator’s action, or applies where it would be unenforceable against you under applicable law. Onvaa may seek injunctive relief for misuse of the Platform, infringement of its intellectual property, scraping, or misuse of Customer or Supplier information.

16. Governing Law

These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales, save that nothing removes any mandatory protection available to a Supplier who deals with Onvaa as a consumer in the part of the UK in which they reside.

17. General

Term & termination. These Terms apply for as long as you are registered. Either party may terminate on notice as set out on the Platform or in your account; Onvaa may terminate or suspend immediately for material breach or as set out in clause 10. Fees already incurred remain payable.

Survival. Clauses concerning fees due, warranties, indemnity (12), confidentiality (13), liability (11), data protection (9), non-circumvention (8), and governing law survive termination.

Changes to these Terms. Onvaa may update these Terms on reasonable notice. Continued use of the Platform after changes take effect constitutes acceptance. Material changes will be notified to your registered email.

Entire agreement. These Terms, the applicable pricing, and the incorporated Policies constitute the entire agreement between you and Onvaa as a Supplier, and supersede prior arrangements. Nothing excludes liability for fraud or fraudulent or negligent misrepresentation. In any conflict between these Terms and a Policy, these Terms prevail.

Severability. If any provision is invalid or unenforceable, it is modified to the minimum extent necessary or severed, without affecting the remainder.

Waiver. A failure to enforce any provision is not a waiver of it.

Assignment. You may not assign or sub-contract your obligations without Onvaa’s written consent. Onvaa may assign these Terms on a merger, acquisition, or asset sale.

No partnership/agency. Nothing in these Terms creates any partnership, agency, employment, or joint venture between you and Onvaa.

Third-party rights. Onvaa’s directors, officers, employees, and agents may enforce the protections and indemnities in these Terms under the Contracts (Rights of Third Parties) Act 1999, subject to clause 11.2. Save as stated, a person who is not a party has no rights under that Act.

Notices. Notices to Onvaa: legal@onvaa.com. Notices to you: your registered email address.

Electronic acceptance. These Terms may be accepted electronically by click-through, which constitutes a valid and binding agreement.

Language. These Terms are in English, which version prevails in any translation.

18. Contact & Support

REMEMBER: You are an independent business. Keep your licences, qualifications, and insurance current. Quote honestly and honour your quotes. You — not Onvaa — are responsible to your Customers and for complying with consumer law.

Onvaa Ltd — Supplier (Vendor) Terms & Conditions — Version 1.0 — Company No. [XXXXXXXX] — www.onvaa.com — legal@onvaa.com