Platform Rules

The Terms set out what the parties owe each other. The Platform Rules set out how several of those obligations are actually operated — the criteria we apply, the timescales we work to, and the limits of what our people may agree.

The Rules sit here rather than in the Terms so that an operational threshold can be changed on 30 days' notice without every Member re-executing their contract. They are incorporated by reference (Clause 1.1) and form part of the same agreement (Clause 47.1).

Two things are not in these Rules and should not be looked for here. The Fee Schedule is a separate incorporated document. The Service Satisfaction Guarantee sits deliberately outside the Platform Rules and outside the Terms altogether.

1. Review Moderation

This is the Review Moderation procedure required by Clause 12.3(c).

1.1 Notice before publication

Where a Member submits a review carrying a negative rating, the reviewed Member is notified and given 5 Business Days to respond before the review is published.

The reviewed Member may, in that window:

• resolve the issue directly with the reviewer, who may then amend or withdraw the review;
• submit a factual correction, which is published alongside the review; or
• request removal under section 1.2.

If the window passes with no response, the review is published as submitted. The window is a chance to put things right, not a veto.

1.2 Grounds for removal

A review is removed where it is:

• defamatory, or asserts as fact something demonstrably untrue;
• fraudulent, including a review of a transaction that did not happen or a review written by or on behalf of a competitor;
• harassing, abusive, or targeted at an individual rather than the business or the transaction;
• in breach of the Terms; or
• otherwise contrary to applicable law.

Dissatisfaction is not a ground for removal. A negative review that is honest, factual and based on the reviewer's direct experience stays up, however unwelcome. That is the whole point of having reviews.

1.3 How removal is decided

A removal request is decided by a person. We acknowledge within 5 Business Days and decide within 10 Business Days. We give reasons either way, to both Members.

Where a review is removed as fraudulent, the reviewer is dealt with under Clause 28 (Prohibited Conduct).

1.4 Sustained negative ratings

Where a Member accumulates sustained negative ratings, we engage with them directly before any further step — a conversation about what is going wrong, a review of their directory listing and of their operational practices, and where useful, help from a Trade Broker.

Termination under Clause 29 for repeated negative ratings is available only after that engagement has happened and has not worked. It is never the first step.

2. Large-transaction authorisation

SILVA transfers above the Large Transaction Threshold published in the Fee Schedule — currently SILVA 10,000 — require additional Company authorisation before execution (Clause 17.6).

2.1 What we check

Authorisation is a check on standing and legitimacy, not a commercial judgement about whether the trade is a good idea. We look at:

• whether both Members are in Good Standing as defined at Clause 1.1;
• whether the transaction sits within the buyer's Trading Headroom Limit;
• whether the goods or services are consistent with the seller's directory listing and stated capacity;
• whether the value is consistent with what the same seller charges in cash for comparable work, under Clause 15 (Overpricing); and
• whether there is anything in the pattern of the transaction that suggests it is not a genuine trade — circularity between the same two accounts, a value with no plausible commercial basis, or timing that tracks a fee or reconciliation boundary.

2.2 Timescale

We respond within 3 Business Days of a complete request. Where we need more information we ask within that period, and the clock restarts when it arrives.

2.3 Refusal

Where we decline, we tell both Members and give the reason, unless doing so would prejudice an investigation under Clause 28 or breach a legal obligation. A refusal may be reviewed under Clause 40.

We do not decline a transaction because it is large. Size is the trigger for the check, not the reason for the outcome.

3. Blended transactions

Transactions on the Platform settle entirely in SILVA. A blended transaction — one settling partly in cash — is exceptional, and needs our prior written approval in every case, whatever the size of the cash component (Clause 11.2(a)). There is no threshold below which you may blend without asking.

Where we do approve, the cash component may not exceed 30% of the total value. That is a ceiling on what an approval can grant, not an allowance you hold in advance.

This section is the procedure, the criteria and the response period that Clause 11.2(c) requires us to publish.

3.0 How to apply

Ask us before the transaction is executed, not after. Tell us the total value, the cash component you are seeking, the other Member, and why the supply cannot be settled wholly in SILVA. A blend executed without approval is dealt with under section 3.4, whatever its size.

3.1 When we approve

We approve where the cash component reflects a genuine structural feature of the supply rather than a preference for cash. In practice:

• a one-off large-value transaction where the seller's own bought-in costs on that specific job are unusually high — a materials-heavy build, a job with substantial third-party subcontract;
• a pre-approved Continual Supply Agreement, where the mix has been agreed once and applies to a stream of transactions rather than being renegotiated each time;
• a category with a published surcharge under Clause 15.2, where the cash element tracks the same structural margin problem the surcharge exists for.

3.2 When we decline

We decline where the effect is to move a Member's trading off the SILVA economy while keeping the benefits of membership. The clearest signals are a Member who requests it routinely rather than exceptionally, a request whose stated reason does not match the seller's own cash pricing, and a pattern in which the same pair of Members trades predominantly in cash.

The 30% ceiling is not arbitrary. It approximately tracks 20% VAT plus the 7% commission — that is, the part of a transaction a seller genuinely cannot settle in SILVA. Requests that fit that shape are the ones the exception exists for, and no approval will be granted above it.

3.3 Timescale

We respond within 5 Business Days of a complete request.

3.4 Where a blend is executed without approval

Where we matched the buyer and seller and a blended transaction is executed without our prior written approval, we may either charge the seller the Transaction Fee on the full value of the transaction or treat it as a Direct Trade under Clause 14 — not both in respect of the same transaction (Clause 11.2(e)). This applies to any unapproved blend, not only one above the 30% ceiling.

4. Direct Trades — the evidence standard

Clause 14.2(b) allows us to charge the Transaction Fee where we have reasonable grounds to believe a Direct Trade has occurred. This section is the evidence standard that clause requires us to publish.

4.1 What we require

We do not charge on inference alone. Before charging, we require at least one of:

• an admission by either Member;
• documentary evidence of the transaction — an invoice, a contract, a payment record, a message exchange; or
• a direct account from the counterparty that the transaction happened and was routed outside the platform.

Patterns in the data — a match we made followed by no transaction, two Members whose activity drops off together, a listing that disappears — may open an enquiry. They are never sufficient on their own to close one.

4.2 Process

Before any charge under Clause 14.2(b) we follow the Clause 28.3 procedure: we investigate fairly and proportionately, we put the evidence to the Member, and we give a reasonable opportunity to respond before any final action.

Clause 14.3 carves out transactions that are genuinely unrelated to the platform, and transactions we approved in writing in advance. A Member relying on the first limb has to be able to show it — that the relationship, the work and the route to it existed independently of anything Silvatree did. A pre-existing trading relationship with a business that later became a Member is the ordinary case, and it is accepted where the account is consistent with the record.

4.3 Escalation

A single Direct Trade is dealt with as a fee matter. Repeated Direct Trading may be treated as Prohibited Conduct under Clause 28, with the consequences that clause carries.

Any charge under Clause 14.2(b) is reviewable under Clause 40.

5. Capacity Consultant authority limits

A Capacity Consultant conducts the Suitability Call, completes the Annual Expense Analysis with an applicant, and makes recommendations to the Company (Clause 1.1). This section is the authority limits that definition refers to.

5.1 What a Capacity Consultant may do

• Conduct the Suitability Call and complete the Annual Expense Analysis with the applicant.
• Record the applicant's Declared TAE. The election is the applicant's own (Clause 4.3(b)); the Consultant records it, and may recommend a different figure where the Annual Expense Analysis supports one.
• Calculate and quote the resulting Joining Fee, monthly subscription and initial Trading Headroom Limit, all of which follow arithmetically from Declared TAE.
• Recommend that an application be accepted or declined.

5.2 What only the Company may do

• Decide eligibility and membership. Clause 3.3(d) reserves that decision to the Company. A Consultant recommends; the Company confirms (Clause 4.1(d)).
• Confirm the initial Trading Headroom Limit. The figure the Consultant quotes takes effect only when the Company confirms it on activation.
• Agree any departure from the published Fee Schedule — any discount, waiver, deferral or variation of any kind.
• Accept an application where the Declared TAE is materially inconsistent with the applicant's apparent trading capacity (Clause 4.3(d)).
• Accept an application on any basis other than the standard Terms.

5.3 Sign-off threshold

Any application where the initial Trading Headroom Limit would exceed SILVA 10,000 requires sign-off by a director of the Company, in addition to the ordinary confirmation in section 5.2.

5.4 A Capacity Consultant does not bind the Company

Nothing a Capacity Consultant says commits the Company beyond these limits. This is not a disclaimer of what our people tell you: if a Consultant gets something wrong about how the platform works, Clause 51.1(b) — our mirror of section 50 of the Consumer Rights Act — means information you relied on is treated as a term of your contract. What it means is that the specific decisions listed in section 5.2 are made by the Company, and you will always receive them from the Company in writing.

6. Dispute handling between Members

Clause 40 governs disputes with the Company. This section covers the more common case: a dispute between two Members about a transaction.

6.1 Members first

We expect Members to raise a problem directly with each other first. Most disputes are a delivery date or a specification, and they resolve in a phone call.

6.2 Where we get involved

Either Member may ask us to intervene. We will:

• acknowledge within 5 Business Days;
• hear both accounts and look at the transaction record and any evidence either Member provides;
• give a written outcome within 20 Business Days, with reasons.

6.3 What we can do

• Facilitate an agreement between the Members.
• Reverse or correct a transaction on the Ledger under Clause 19, where both Members agree or where the transaction was plainly recorded in error.
• Deal with conduct under Clause 12 (Quality and Delivery) or Clause 28 (Prohibited Conduct).

6.4 What we cannot do

We are not an arbitrator of the underlying commercial contract. The supply of the goods or services is a contract between the two Members; Silvatree is not a party to it and does not adjudicate its merits. Our role is the ledger, the platform obligations, and the conduct rules.

Where a dispute is genuinely about the quality of what was supplied and the Members cannot agree, their remedies are the ordinary ones the law gives them against each other. We say so plainly rather than leaving Members to discover it.

6.5 Complaints about us

A complaint about Silvatree, rather than about another Member, goes through the complaints procedure at Clause 33 — in writing to [email protected], marked for the Complaints Officer.

7. Amendment

These Rules may be amended in accordance with Clause 50 of the Terms, on not less than 30 days' written notice to Members. The version in force is the version published on this page.