Supplier Agreement

1. Parties

This agreement is between you (the supplier) and Division 1 Systems Ltd (registered in England and Wales, company number 17300786), which operates Build My Event. It supplements our Terms of Service and Acceptable Use Policy.

2. Subscriptions, fees, and trials

We offer a Free plan and a paid Pro subscription. A further plan, Studio, is announced but is not yet available to buy; you can join its waitlist from your billing settings.

Trials. Each account owner may have one 30-day free trial of Pro. The trial is never available on an extra workspace. Before a trial ends we will send you a reminder, and if you have no payment card on file we will tell you that you need to add one to keep Pro after the trial.

Workspaces. Each workspace has its own plan. Your first workspace is included. Each further workspace needs a one-off unlock payment of £50, which gives that workspace the Free plan permanently. It can then move to Pro at the standard Pro price as its own subscription; if that subscription ends, the workspace returns to the Free plan and stays unlocked. Your first workspace does not need to be on a paid plan for you to add another. No referral discount or partner commission applies to an extra workspace's unlock payment or subscription.

Billing and renewal. After any trial, subscription charges are billed in advance for the interval you choose (monthly or annually) at the price described at the point of purchase. Your subscription renews automatically at the end of each interval until you cancel it. We will send you a reminder before an annual subscription renews. Receipts and invoices are issued by our payment processor, Stripe, by email, and are available from your billing settings.

Changing and cancelling. You can change your plan at any time in your billing settings. You can cancel at any time in your billing settings or the billing portal. A cancellation takes effect at the end of the period you have already paid for: your paid plan continues until then, and your account then moves to the Free plan. We will confirm the cancellation, and the date it takes effect, by email.

Failed payments. If a subscription payment fails, your paid plan continues while we retry the payment. If the initial attempt and two further retries all fail, or the payment is still outstanding 7 days after it first failed, whichever comes first, the subscription is cancelled and your account moves to the Free plan, and we will tell you by email and in your account. From then on the Free plan's platform fee applies to bookings whose contract takes effect after the move, as described below. You can subscribe again at any time with a valid payment card.

Refunds. Subscription payments are not refunded when you cancel, because your paid plan continues to the end of the period you have paid for. There are two exceptions. If you delete your account, your subscription is cancelled immediately and we refund the unused part of your current paid period to the card it was paid with; card refunds usually take 5 to 10 working days to arrive. If a full refund of an annual subscription payment is issued, your account moves to the Free plan. The one-off payment to unlock an extra workspace is not refundable, except where the law requires a refund.

If your paid plan ends, nothing you have created is deleted. The Free plan includes fewer active packages and custom contract templates than a paid plan, so you choose which of yours stay active; we will tell you when that choice is needed and give you time to make it. Anything you do not choose stays in your account and remains editable, is not offered to organisers or shown in the marketplace while you are on Free, and becomes active again if you return to a paid plan. Work already agreed is unaffected: a package or template referenced by a proposal you have sent, or by a contract already issued, continues to apply in full.

The platform fee depends on your subscription plan. On the Free plan we charge a 6% platform fee on transactions processed through the platform. On paid plans (Pro and Studio) the platform fee is 0%. The rate for a particular booking is fixed when its contract takes effect — when you and the organiser have both signed it — and does not change afterwards: if your plan changes later, the new rate applies to bookings whose contract takes effect from then on, and bookings already agreed keep the rate you agreed them under — including any still-unpaid instalments on them. The same holds if we change the rate itself: a change reaches only bookings agreed after it. The current structure is shown in your billing settings. We may change it, on the notice set out in section 6 of our Terms of Service.

If you were introduced by a Growth Partner, your first month on a paid plan may include a one-time joining discount equal to 50% of one month's subscription, applied automatically at checkout. See our Growth Partner Terms for how referrals work.

3. Payments and Stripe Connect

Payments are handled through Stripe using Stripe Connect. To receive payments you must complete Stripe onboarding, which includes Stripe's own checks on your identity and business. Verifying your identity with us through Stripe Identity is separate: it is what lets us match you to organisers' events in the marketplace, and it qualifies you for a shorter payout delay (section 4), but it is not needed to be paid for work you win yourself. Card processing fees are deducted from transactions and are borne by you as the supplier. Stripe's rate depends on the card the organiser uses and where it was issued, which is not known until they pay, so we set aside a fixed maximum when the payment is taken and return the difference to your connected account once the payment settles. You pay Stripe's actual cost of taking the payment, capped at that maximum. How this works, and the current maximum, are set out in section 5 of our Terms of Service.

Funds are settled to your connected Stripe account according to Stripe's payout schedule. We are not a bank and do not hold your funds.

4. Payout timing

Payouts are released on a rolling delay rather than immediately: each payment is held for a set number of days before it reaches your bank. This delay gives us and Stripe a window to cover cancellations, refunds, and disputes before funds leave the platform.

How long the delay is. It depends on your plan and your track record with us, and it currently works out as:

• new or unverified: 14 days on the Free plan, 10 days on a paid plan;
• verified: 10 days on the Free plan, 7 days on a paid plan;
• verified and with at least 3 completed bookings: 7 days on the Free plan, 7 days on a paid plan;
• where a dispute or chargeback has recently been opened against you: 21 days, whatever your plan or track record.

The delay that currently applies to you is shown in your dashboard. We may adjust these periods where we reasonably need to manage risk.

Separately from this delay, we may pause your payouts altogether while you owe us money following a refund. That is described in section 8 of our Terms of Service.

5. Refunds, chargebacks, set-off, and clawback

You are liable to us for the full amount of any refund, chargeback, dispute, fee, or negative Stripe Connect balance arising from your bookings, including any related Stripe or card-scheme charges. Because payments are collected through our platform, we (not you) bear the loss to Stripe when a customer reverses a payment, and this clause lets us recover that amount from you.

To recover these amounts we may, at our discretion and without needing your further consent:

• reverse or reclaim transfers already made to your connected account;
• set off what you owe against, and withhold, current or future payouts to you, including payouts arising from unrelated bookings;
• net the amount off across your account ledger; and
• recover any remaining shortfall from you directly as a debt due to us.

These rights are in addition to any other remedy available to us and survive the ending of this agreement or the closure of your account.

How a shortfall is recorded, how you can settle it, and what happens to your payouts and your listing while it is outstanding are set out in section 8 of our Terms of Service.

6. Content and profile accuracy

You retain ownership of the content and images you upload and grant us a licence to display them for the purpose of operating and promoting the marketplace. Your profile, pricing, and availability must be truthful and kept up to date. We may remove content that is misleading, unlawful, or infringes the rights of others.

7. Delivering your services

When an organiser accepts your proposal, you enter into a contract with them directly on the terms you set, including the services, the price, and any deposit and instalment schedule. The cancellation and refund terms are the exception: they are set by us, written onto the contract when it is issued, and operated by us. Neither you nor the organiser can vary them for that booking. They are set out in section 7 of our Terms of Service.

If an organiser asks to move a booking to a new date, you can accept or decline in your bookings. If you accept, the booking moves to the new date, and its cancellation schedule is then measured against that date, and any payment that would fall due after the new date is brought forward to it. If you decline, the booking keeps the date you agreed — or, if it had none, stays without one until a date is agreed — and you remain responsible for delivering on its agreed date unless the booking is cancelled. Where the booking's contract includes this and the booking has no agreed date, if you decline a date the organiser asks for, or leave it unanswered until 7 days before that date, an organiser who then cancels before the event's date receives a full refund of everything they have paid, including any first payment recorded as non-refundable. It does not apply to a date fewer than 14 days away when they asked, or to one you were already booked on for another event or had marked unavailable at that time. Under such a contract the organiser cannot cancel a booking with no agreed date once the event's date has first been reached, even if the event is moved afterwards. As with any refund, your share of it is recovered as section 5 describes.

You are responsible for delivering the services you agree to provide, and for compliance with any licences, insurance, and regulations that apply to your trade.

8. Insurance

You must hold and maintain the insurance appropriate to your trade for the services you offer through Build My Event, which will usually include public liability insurance and, where relevant to your profession, professional indemnity insurance, each to an adequate level of cover. You must be able to provide evidence of that cover on reasonable request.

9. Your indemnity to us

You will indemnify and hold us harmless against any claims, demands, losses, liabilities, fines, and reasonable costs (including legal costs) that we suffer or incur arising out of or in connection with:

• the services you provide, or your failure to deliver them;
• personal injury or property damage occurring at, or in connection with, your events;
• infringement of a third party's intellectual property or other rights in content you upload or send through the platform;
• your breach of the licensing, insurance, or regulatory duties that apply to your trade.

10. Data protection

Where you upload or receive lead or contact data through Build My Event, you warrant that you have a lawful basis to hold and use that data and to share it with us for this purpose. You will respond to data-subject requests (such as access or deletion requests) relating to data you control. You acknowledge that we process this data on our platform to provide the service, which includes automated summarisation and similar processing, as described in our Privacy Policy.

11. AI features

Some features use AI to help you draft messages, proposals, and similar content. Any AI output is a draft only. You are responsible for reviewing and editing it, and you are the author of anything you send or publish. AI output is provided "as is", with no warranty that it is accurate or complete, and it is not professional, legal, financial, or pricing advice. You own and are responsible for the final content, and you license it to us on the same terms as the other content you upload (see section 6).

12. Relationship

You act as an independent business. Nothing in this agreement makes you an employee, agent, or partner of Division 1 Systems Ltd. You are responsible for your own tax, insurance, and legal obligations.

13. Suspension and removal

We may suspend or remove a supplier account for breach of these terms, repeated complaints, misleading listings, non-delivery, or unlawful conduct. Where practical and lawful, we will give notice and an opportunity to resolve the issue.

Billing for your subscription is paused, and no subscription charges are taken, while either of these applies: we have suspended your account, or your ability to take on new work is suspended because of an unpaid balance you owe us (section 8 of our Terms of Service). While billing is paused, any commission due to a Growth Partner who referred you is held. Billing resumes, and held commission returns to its normal schedule, once neither applies.

14. Changes

We may update this agreement from time to time. Material changes will be notified to you, and continued use of the marketplace after they take effect means you accept them.