Terms and Conditions

How to read this document

These Terms and Conditions govern your membership of the Silvatree Exchange. They do not stand alone. The following documents are incorporated into these Terms by reference and form part of the same agreement under Clause 47.1:

• the Fee Schedule — every fee the Company charges, what sets it, and when it is payable. Schedule 1 is deliberately reserved so that the Fee Schedule can be amended without re-execution of these Terms;
• the Trading Headroom Guidance — how the Trading Headroom Limit and the Earning Cap are sized, how they move, and the maximum that applies;
• the Balance Health Zone Definitions — the Red, Amber and Green thresholds behind Clause 8 and Schedules 2 and 3, being the materials Schedule 3 refers to;
• the Platform Rules — operational procedures, including Review Moderation, large-transaction authorisation, blended-transaction approval, the Direct Trade evidence standard, dispute handling and Capacity Consultant authority limits;
• the Annual Expense Analysis — what the analysis covers, which expense categories are excluded from the fee calculation, and how the periodic review works;
• the Privacy Notice, published at silvatree.co/privacy.

Two further incorporated documents are held rather than published, and are supplied to any Member on request: the Technical Compliance Statement (Clause 7.4(c)) and a summary of the current Data Protection Impact Assessment (Clause 46.5). Write to [email protected].

The complete register of these documents, with the version of each in force, is published at silvatree.co/legal.

The Service Satisfaction Guarantee is published alongside them but is deliberately not part of this agreement. It is a standalone commercial policy: see Clause 21.2(b) and Section 9 of that document.

Before signing these Terms, you will be asked to initial a short list of acknowledgments confirming that you have understood the most important provisions. Those acknowledgments are reproduced at the end of this document.

Part A — Foundations

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires:

“Account” means the Member’s account on the Platform, including their SILVA balance, transaction history, directory listing, Trading Headroom, Earning Cap and associated data.

“Activation Date” means the date on which the Member’s Account is activated and the Member becomes entitled to commence trading on the Platform.

“AI System” means any automated system, algorithm, machine-learning model or software agent operated by or on behalf of the Company that processes Member data to generate recommendations, decisions, communications or classifications affecting Members.

“Annual Expense Analysis” means the assessment completed during onboarding (and reviewed periodically thereafter) to identify the categories of business expenditure the Member may suitably exchange on the Platform, as described in Clause 4.

“Authorised Representative” means an individual nominated by a Member and approved by the Company in accordance with Clause 27 to access the Platform and conduct transactions on behalf of that Member.

“Automated Decision” means a decision made by an AI System without meaningful human involvement that produces effects concerning a Member.

“Reserve Fund” means the Company’s structurally subordinated SILVA balance held on the Ledger which is maintained in accordance with Clause 31 to protect Members in positive SILVA positions on Wind-Down.

“Balance Health Traffic Light System” means the AI-driven account management system described in Clause 8 and Schedules 2 and 3 that classifies a Member’s Account by its current SILVA balance relative to the Member’s Earning Cap and adjusts AI matching weights accordingly.

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

“Business Description and Key Words” means the product and service description and accompanying key words provided by the Member for use in the Platform directory and AI matching.

“Capacity Consultant” means an individual authorised by the Company to conduct Suitability Calls, to complete the Annual Expense Analysis with an applicant, and to make recommendations to the Company in respect of an application. A Capacity Consultant does not decide eligibility or membership under Clause 3.3(d), and acts within the authority limits published in the Platform Rules.

“Cash Fees” means all fees and charges payable by the Member to the Company in pounds sterling, as published in the Fee Schedule from time to time.

“Charity Escrow Account” means the SILVA account maintained by the Company on the Ledger under Clause 32.1(c) to hold SILVA earmarked for charitable purposes pending its application.

“Company” means Silvatree Exchange Limited, a company incorporated in England and Wales under company number 13074257, with registered office at 66 Paul Street, London, EC2A 4NA, and VAT registration number 440607518; references to “we”, “us” or “our” are to the Company.

“Company Account” means, collectively, the Operating Account, the Reserve Fund Account and the Charity Escrow Account maintained by the Company on the Platform under Clause 32.

“Confidential Information” means any information disclosed by one party to another in connection with these Terms which is of a confidential nature.

“Declared TAE” means the proportion of the Member’s Total Acceptable Expenses that the Member elects under Clause 4.3(b) to route through the Platform in the following twelve months. Declared TAE is the basis on which the Joining Fee, the throughput element of the monthly Cash Fees, and the initial Trading Headroom Limit and Earning Cap are calculated.

“Departure Recovery Cash” means cash received by the Company from a former Member in settlement of a negative SILVA balance crystallised at the end of that Member’s Wind-Down Period under Clause 29.

“Direct Trade” means any transaction between two or more Members that is conducted outside the Platform in circumstances where it would ordinarily have been conducted through the Platform.

“Earning Cap” means the indicative upper bound on a Member’s SILVA balance referenced for the purposes of the Balance Health Traffic Light System and AI matching weights, as described in Clause 8; the Earning Cap is not a hard transaction limit and is not a credit limit.

“Fee Schedule” means the schedule of Cash Fees published by the Company on the Platform from time to time, as amended in accordance with Clause 50.

“Good Standing” means the status of a Member who: (a) is current on all Cash Fee obligations; (b) has no active Account suspension; (c) is in compliance with these Terms; (d) has no unresolved material disputes; and (e) maintains an accurate and current Business Description and Key Words.

“Joining Fee” means the one-time Cash Fee payable by the Member upon joining, as set out in the Fee Schedule and calculated in accordance with Clause 4.

“Ledger” means the electronic ledger maintained by the Company recording Members’ SILVA balances, Trading Headroom, transactions and other associated data. The Ledger is implemented as a cryptographically-chained, tamper-evident immutable transaction record.

“Limited Network Exclusion” means the exclusion under Regulation 3(k) of the Electronic Money Regulations 2011 (and the equivalent exclusion under the Payment Services Regulations 2017) for instruments used only within a limited network of service providers under a direct commercial agreement with a professional issuer.

“Member” means a business entity that has been accepted as a member of the Silvatree Exchange network and has entered into these Terms; references to “you” or “your” are to the Member.

“Member Profile” means the data set maintained by the AI System for each Member, comprising listed capacity, transaction history, responsiveness metrics, Reputation Hand scores, Balance Health zone and other attributes used in AI-driven matching and communications.

“Monthly Statement” means the statement issued by the Company each calendar month reflecting activity in the Member’s Account and all Cash Fees due.

“Mutual Credit” means the contractual relationship of mutual obligation between Members within the network: a Member with a positive SILVA balance has, in net, supplied value to other Members of the network and is entitled to receive equivalent value from other Members of the network in due course; a Member with a negative SILVA balance has, in net, received value from other Members of the network and is obliged to provide equivalent value to other Members of the network in due course; the Company is the ledger keeper of these obligations and is not the lender, borrower or party to any obligation between Members.

“Network Participation Surcharge” means the additional monthly Cash Fee payable by a Member who has not earned the number of Participation Credits required by the Fee Schedule over the measurement period specified in it, charged at the rate and on the basis set out in the Fee Schedule and subject to Clause 20.4.

“Operating Account” means the SILVA account maintained by the Company on the Ledger for its working SILVA balance, as described in Clause 32.

“Overpricing” means the practice of charging more in SILVA for goods or services than the Member would charge for those goods or services in a comparable cash transaction, excluding any prompt-payment or volume discounts that would not apply.

“Participation Credit” means a credit earned by a Member through the engagement activities specified in the Fee Schedule, counted towards the threshold at or above which the Network Participation Surcharge does not apply.

“Platform” means the Silvatree Exchange online trading platform, including the website, web application, mobile application, the Ledger and all associated technology and services operated by the Company.

“Platform Rules” means the operational rules and procedures published by the Company from time to time to give effect to these Terms, including Review Moderation, large-transaction authorisation and dispute handling. The Platform Rules are incorporated by reference and may be amended in accordance with Clause 50.

“Reciprocity Monitoring” means the automated tracking of each Member’s buy:sell ratio for the purpose of supporting balanced participation.

“Reputation Hand” means the multi-dimensional reputation framework used by the AI System to assess Member reliability, incorporating relationship quality, value delivery, execution reliability, community contribution and responsiveness.

“SILVA” means a unit of account used exclusively within the network to record the value of trades between Members. SILVA is referenced to a fiat currency for accounting purposes only: 1 SILVA is referenced at £1. SILVA is a unit of account within a single closed network of Members, governed by these Terms and the law of England and Wales.

“Standby Account” means a registration on the Standby List: a non-trading record of a business that has accepted an invitation from a Company network partner and has consented to the Company holding its contact details, a description of its goods and services, and an expense analysis. The holder of a Standby Account is not a Member.

“Suitability Call” means the call between the applicant and a Capacity Consultant or other Company representative during which the Annual Expense Analysis is completed, the applicant’s Declared TAE is recorded and the applicant’s initial Trading Headroom Limit is determined, as described in Clause 4.1.

“Terms” means these Terms and Conditions, as amended from time to time in accordance with Clause 50.

“Total Acceptable Expenses” or “TAE” means the value of the Member’s annual business expenditure in the categories identified as suitable for exchange on the Platform in the Annual Expense Analysis under Clause 4.2.

“Trade Broker” means an individual engaged by the Company to provide matching, education and account support services to Members, including the support described in Clauses 8.6 and 29.5(b)(ii).

“Trading Headroom Limit” means the maximum negative SILVA balance permitted on a Member’s Account, expressed as a negative SILVA value, as set out in Clause 7. The Trading Headroom Limit is the operational expression of the Member’s permitted participation in the network’s Mutual Credit; it is not a loan, line of credit, overdraft or other credit facility, and the Company is not the lender.

“Transaction Fee” means the Cash Fee charged in pounds sterling on completed sales, as set out in the Fee Schedule.

“Wind-Down” means the cessation of the Platform or the Company’s business, including by reason of insolvency, voluntary or compulsory winding up, administration, liquidation or any similar event.

“Wind-Down Period” means the period during which a Member who has given a termination notice winds down their Account, as set out in Clause 29.

“Wind-Down Pot” means the pot of pounds sterling collected on Wind-Down from Members in negative SILVA positions, plus any other recoveries (including any accumulated Departure Recovery Cash to the extent retained), less reasonable costs of Wind-Down, distributed pro rata to Members in positive SILVA positions in accordance with Clause 30.

1.2 Interpretation

(a) References to “£GBP”, “£” or “pounds sterling” mean pounds sterling, the lawful currency of the United Kingdom.

(b) References to “SILVA£” or similar followed by a number (e.g. “SILVA£500”) mean the stated number of SILVA on the Ledger.

(c) Headings are for convenience only and do not affect interpretation.

(d) References to legislation include any amendment, re-enactment or subordinate legislation made under it.

(e) The singular includes the plural and vice versa.

(f) “Including” means “including but not limited to”.

(g) Any reference to a “person” includes a corporation, partnership, limited liability partnership, trust, association or other legal entity.

(h) References to “writing” and cognate expressions include electronic communication.

(i) Latin phrases (such as pro rata, mutatis mutandis, bona fide, vice versa, inter alia) appear in italics throughout these Terms.

2. The Company and its Role

2.1 The Company operates a membership-based business-to-business mutual-credit network in which small and medium enterprises predominantly registered or trading in the United Kingdom exchange spare capacity in goods and services using SILVA as a unit of account. The Company may, in the future and subject to amendment under Clause 50, extend membership eligibility to other jurisdictions on terms appropriate to that extension.

2.2 The Company acts solely as the ledger keeper, network facilitator and administrator of these Terms. The Company is not a bank, lender, payment processor, e-money issuer, deposit-taker, insurer, trustee of client money, or party to any trade between Members.

2.3 The Company does not extend credit to any Member, does not enter into credit agreements regulated under the Consumer Credit Act 1974, and does not issue electronic money. SILVA is not electronic money. The Company does not accept deposits within the meaning of the Financial Services and Markets Act 2000.

2.4 The Trading Headroom Limit on a Member’s Account is the operational expression of that Member’s participation in the network’s Mutual Credit, recorded by the Company on the Ledger. It is not a loan, line of credit, overdraft, advance or other credit facility, and the Company is at no point the obligor in respect of any negative SILVA balance held by any Member.

2.5 All trades on the Platform are voluntary bilateral agreements between Members. The Company does not guarantee the quality, fitness, timely delivery or any other aspect of goods or services exchanged between Members.

2.6 Nothing in these Terms shall constitute or be deemed to constitute a partnership, joint venture, agency or fiduciary relationship between the Company and any Member, or between any Members.

2.7 The Company maintains the Member Directory, operates the AI matching services, runs the Balance Health Traffic Light System, administers the Wind-Down Protocol and the Reserve Fund, processes Cash Fees and provides such other services as are described in these Terms or in materials published on the Platform from time to time.

2.8 No personal guarantees and no credit reference checks. The Company does not require a personal guarantee from any Member, or from any director, partner, member or owner of a Member, in respect of any obligation under these Terms. The Company does not size Trading Headroom by reference to credit reference agency data. Trading Headroom is allocated and adjusted only as set out in Clause 7.

2.9 Clause 2.8 does not affect Clause 47.6. Where the Member is a sole trader, partnership or other unincorporated entity, the Member’s obligations are the obligations of the individual or individuals who comprise the Member, because an unincorporated business and the natural person or persons running it are not separate legal entities. That is a consequence of the Member’s own legal form and is not a personal guarantee given to the Company.

3. Eligibility and Application

3.1 Eligibility for new applicants

To be eligible for membership, a new applicant must:

• (a) be a business entity registered or trading in the United Kingdom (limited company, limited liability partnership, partnership, sole trader or equivalent) and join the Platform wholly for business purposes, not as a consumer;
• (b) be registered with Companies House where applicable and/or hold a valid HMRC Unique Taxpayer Reference;
• (c) have been trading for a minimum of 12 months, or provide other satisfactory evidence of business viability;
• (d) not appear on any UK or international sanctions list and not be a politically exposed person at unacceptable risk;
• (e) pass the Company’s business verification and anti-money-laundering checks; and
• (f) have goods, services or spare capacity suitable for exchange within the network.

3.2 Existing overseas Members (transition)

(a) Members who joined the Platform before the effective date of these Terms from outside the United Kingdom continue as Members under these Terms.

(b) Such Members acknowledge that they are joining a UK-anchored network governed by the law of England and Wales (Clause 49), and agree to comply with all KYB, AML and tax obligations applicable both to their location and to UK requirements relevant to network participation.

(c) The Company is not currently accepting new Members from outside the United Kingdom. This position will be reviewed in due course and any change effected by amendment under Clause 50.

3.3 Application Process

(a) Membership is by invitation. A prospective Member may request a Suitability Call through the Company’s website or be introduced by a network partner. Following the Suitability Call, an applicant who is invited to join receives a secure invitation link through which the applicant provides business name, registration details, sector, description of spare capacity and contact information, and completes the steps required for activation under Clause 4.5.

(b) The Company may offer applicants an optional AI-assisted pre-screening conversation as a prelude to the Suitability Call. The AI does not make eligibility or membership decisions; it gathers information for use in the Suitability Call. All eligibility and membership decisions are made by a Company representative under paragraph (d).

(c) The Company conducts business verification, including Companies House checks, HMRC UTR verification, director/owner identity verification and sanctions screening.

(d) The Company reserves the right to refuse any application at its absolute discretion. Reasons may be given but are not required to be given.

(e) Successful applicants are invited to an Suitability Call before membership can be activated.

3.4 Legally Constituted Business Warranty

By joining the Platform, the Member warrants that it is a legally constituted business registered with the appropriate body and with HMRC for tax purposes, and that it will remain so throughout its membership. Material misrepresentation may result in termination and forfeiture of any positive SILVA balance under Clause 29.

3.5 Standby Accounts

(a) The Company maintains a Standby List of businesses introduced by network partners which have not joined the Platform as Members.

(b) A Standby Account is free of charge. No Joining Fee, monthly Cash Fee, Network Participation Surcharge or Transaction Fee is payable in respect of a Standby Account.

(c) A Standby Account confers no right to trade. The holder may not record transactions on the Ledger, hold a SILVA balance, hold Trading Headroom, or accept purchase requests. A Standby Account does not appear in the Member Directory under Clause 25.

(d) Parts B, C and D of these Terms do not apply to a Standby Account. The holder is not a Member and does not have the rights of a Member, including any right under Clause 30 (Wind-Down Protocol).

(e) A Standby Account becomes a membership only where the holder is offered and accepts membership on the terms then in force, completes the requirements in Clauses 3 and 4, and is activated under Clause 4.5.

(f) The Company processes Standby Account data in accordance with the privacy notice and Clause 45.5, and will not disclose the holder’s contact details to any other person save as necessary to facilitate a confirmed sale.

4. Onboarding and Annual Expense Analysis

4.1 Suitability Call

(a) The Suitability Call is mandatory before membership can be activated.

(b) During the Suitability Call, the Capacity Consultant or other Company representative conducting the call will: (i) explain the Platform’s features, rules and obligations; (ii) complete the Annual Expense Analysis with the applicant; (iii) record the applicant’s Declared TAE and the resulting Joining Fee by reference to the Fee Schedule; (iv) explain the basis on which the applicant’s initial Trading Headroom Limit will be calculated from the Declared TAE; (v) explain the Wind-Down Protocol; and (vi) confirm the applicant’s commitment to these Terms.

(c) The applicant must provide honest and accurate information during the Suitability Call. Material misrepresentation is a ground for termination under Clause 29 and may result in forfeiture of any positive SILVA balance under Clause 29.

(d) Where the Suitability Call is conducted by a Capacity Consultant, the matters recorded under paragraph (b)(iii) and (b)(iv), and the decision to accept the application under Clause 3.3(d), are confirmed by the Company before activation. A Capacity Consultant makes recommendations only.

4.2 Annual Expense Analysis

(a) The Annual Expense Analysis is completed collaboratively between the applicant and a Capacity Consultant or other Company representative during the Suitability Call (or, in the case of a periodic review, with an AI System supported by human escalation).

(b) The applicant provides estimated annual expenditure for each category of business spending. Categories generally suitable for exchange on the Platform are identified; categories that are typically not suitable (including rent, wages, taxes, statutory contributions, utilities, fuel, regulated insurance and similar) are excluded for the purposes of fee calculation.

(c) The completed Annual Expense Analysis forms part of the Member’s record and is reviewed periodically. Failure to complete a periodic review within 30 days of its due date may result in the temporary suspension of trading on the Account until the review is completed.

4.3 Declared TAE and the Fee Schedule

(a) The Cash Fees payable by a Member are calculated by reference to that Member’s Declared TAE. There are no membership tiers: every Member is subject to the same fee structure, scaled by their own Declared TAE.

(b) Following the Annual Expense Analysis, the applicant elects the proportion of the expenditure identified as suitable for exchange that the applicant intends to route through the Platform in the following twelve months. The resulting figure is the applicant’s Declared TAE.

(c) The Declared TAE determines the Joining Fee, the throughput element of the monthly Cash Fees, and the initial Trading Headroom Limit and Earning Cap, in each case calculated in accordance with the Fee Schedule and the Trading Headroom Guidance. The Fee Schedule is published by the Company on the Platform and may be amended in accordance with Clause 50.

(d) The election under paragraph (b) rests with the applicant. The Company may recommend a figure by reference to the Annual Expense Analysis, and may refuse an application or require a different figure where the elected figure is materially inconsistent with the applicant’s apparent trading capacity.

(e) Declared TAE is reviewed at each periodic review of the Annual Expense Analysis under Clause 4.2(c) and is subject to reconciliation under Clause 20.1(c).

(f) Both the Cash Fees and the initial Trading Headroom Limit are scaled by reference to the Declared TAE, being the Member’s own statement of the trading activity it intends to undertake. The Cash Fees are consideration for the services described in Clause 20.1(b) and are not payment for Trading Headroom. Trading Headroom remains the operational expression of the Member’s participation in the network’s Mutual Credit under Clause 7, is not a credit facility, and is adjusted after activation only on the basis set out in Clause 7.3.

4.4 Accuracy of Information

(a) The Member warrants that the information provided during the Suitability Call and Annual Expense Analysis is accurate and complete to the best of its knowledge.

(b) The Company may request supporting documentation for any expense estimates.

(c) Material misrepresentation of expenses to obtain a Joining Fee or Trading Headroom Limit for which the Member would not otherwise qualify constitutes a material breach of these Terms and is grounds for termination under Clause 29.

4.5 Activation

(a) Membership is activated when: (i) the Joining Fee has been received in cleared funds; (ii) any other Cash Fee due at activation has been received; (iii) the Suitability Call and Annual Expense Analysis are complete; and (iv) the Member’s directory listing is live.

(b) Upon activation, the Member’s initial SILVA balance is zero. SILVA enters circulation on the Member’s Account only when the Member earns it through trade with another Member, or in the limited circumstances described in Clause 6.3. The Joining Fee is a Cash Fee for membership; no SILVA is allocated, granted or issued to the Member in consideration for, or on receipt of, the Joining Fee.

Part B — The SILVA Economy

5. Nature of SILVA

5.1 What SILVA is

(a) SILVA is a unit of account used exclusively within the network to record the value of goods and services exchanged between Members.

(b) SILVA is referenced to a fiat currency for accounting purposes only: 1 SILVA is referenced at £1. This valuation reference aligns with HMRC’s guidance on barter transactions and is used to convert SILVA-denominated values to and from cash for record-keeping, taxation, statement and Wind-Down purposes.

(c) SILVA represents the Member’s earned entitlement to receive value from other Members in proportion to the value that Member has supplied to other Members.

5.2 What SILVA is not

SILVA is not, and shall not be characterised as:

• legal tender or currency;
• electronic money as defined by the Electronic Money Regulations 2011 (Regulation 2(1));
• a security, commodity, investment instrument or financial instrument of any kind;
• a deposit within the meaning of the Financial Services and Markets Act 2000;
• a claim on the Company for cash or for goods or services owned by the Company; or
• transferable to or accepted by any person outside the network of Members.

5.3 Mutual credit characterisation

(a) Members acknowledge that SILVA balances on the Ledger represent a contractual relationship of Mutual Credit between Members within the network. A Member with a positive SILVA balance has, in net, supplied value to other Members of the network and is entitled to receive equivalent value from other Members of the network in due course. A Member with a negative SILVA balance has, in net, received value from other Members of the network and is obliged to provide equivalent value to other Members of the network in due course.

(b) This Mutual Credit relationship arises directly between Members within the network. The Company is not the lender, the borrower, the obligor, the guarantor or a party to any Member’s positive or negative balance, and is at no point itself liable to any Member in respect of any SILVA balance, save in respect of its own positive SILVA balance held in the Reserve Fund Account (which is structurally subordinated under Clause 31).

(c) Trade transactions between Members carry the ordinary commercial risks associated with the exchange of goods and services between businesses. The Company is not responsible for the conduct, performance or outcome of any trade between Members.

5.4 Non-redeemability during membership

(a) SILVA cannot be redeemed, exchanged or converted into cash (whether sterling or any other currency) during a Member’s membership.

(b) This non-redeemability applies in all circumstances during membership, including dissatisfaction with the Platform, suspension of the Account, the Member’s resignation, or the Member’s insolvency.

(c) This Clause 5.4 does not apply to the cash settlement of negative balances at end of a Member’s Wind-Down Period under Clause 29, or to the Wind-Down Protocol set out in Clause 30.

5.5 No interest

SILVA balances do not earn or accrue interest. Negative SILVA balances are not subject to interest charges or financing fees of any kind.

5.6 No expiry during membership

SILVA balances do not expire while the Member’s Account is active. Member-initiated termination is governed by Clause 29; Wind-Down by Clause 30.

5.7 No warranty of negotiability

The Company makes no warranty regarding the negotiability of SILVA. SILVA may only be used in the manner and for the purposes set out in these Terms.

6. How SILVA Enters and Leaves Circulation

6.1 SILVA enters circulation only through trade

(a) SILVA enters circulation on the Ledger only when one Member supplies goods or services to another Member. At the moment a trade is recorded on the Ledger, the buying Member’s SILVA balance is debited by the agreed value of the trade and the selling Member’s SILVA balance is credited by the same value, subject to the Transaction Fee being charged separately in pounds sterling under Clause 21.

(b) SILVA is not issued by the Company. SILVA is brought into existence on the Ledger only by completed trade between Members under paragraph (a) and by the limited operational mechanisms set out in Clause 6.3. The Company does not receive funds in exchange for SILVA, and the Cash Fee and SILVA accounting rails are kept separate.

6.2 The Joining Fee is a Cash Fee, not a SILVA purchase

The Joining Fee is a Cash Fee paid in pounds sterling for membership and access to the Platform’s services. The Joining Fee is not consideration for the issuance of SILVA, and no SILVA is issued, allocated or granted to the Member in connection with payment of the Joining Fee. The Member’s initial SILVA balance on activation is zero.

6.3 Permitted sources of SILVA on a Member’s Account

SILVA may only enter a Member’s Account by:

• (a) the Member earning SILVA through completed sales of goods or services to other Members under Clause 17;
• (b) the resolution of a transaction reversal or correction under Clause 19;
• (c) receipt of a transfer from another Member made for one of the purposes permitted under Clause 17.2; or
• (d) limited operational adjustments by the Company recorded on the Ledger and notified to the Member, including (i) reasonable error corrections; (ii) restitution payments resulting from dispute resolution; or (iii) administrative settlements arising from Wind-Down. No such adjustment shall be made in circumstances that would constitute the issuance of SILVA on receipt of funds.

6.4 No other source of SILVA

(a) Save as expressly provided in Clause 6.3, SILVA cannot be created, allocated, transferred or recorded on a Member’s Account by any other means.

(b) In particular, and without limiting the generality of paragraph (a): SILVA may not be purchased for cash, cash equivalents or any other consideration outside legitimate trade in goods or services, whether from the Company, any other Member or any third party (Clause 9); the Company shall not grant SILVA to any Member as a bonus tied to the receipt of cash; and SILVA cannot be transferred to or from any person who is not a Member.

6.5 SILVA leaves circulation only through trade, transfer between Members, or Wind-Down

(a) SILVA leaves a Member’s Account by: (i) the Member transferring SILVA to another Member under Clause 17 (whether for trade payment, refund, gift or other permitted purpose); (ii) operational adjustments under Clause 6.3(d); (iii) the debit of any SILVA component of a Cash Fee under Clause 21.1(b); or (iv) the operation of the Wind-Down Protocol under Clause 30.

(b) On termination of membership, the Member’s SILVA balance is settled in accordance with Clause 29. On Wind-Down of the Platform or the Company, the Member’s SILVA balance is settled in accordance with Clause 30.

7. Trading Headroom

7.1 Definition and operation

(a) Each Member is allocated a Trading Headroom Limit, expressed as a negative SILVA value, being the maximum negative SILVA balance that the Member’s Account is permitted to hold at any time.

(b) The Trading Headroom Limit is the operational expression of the Member’s permitted participation in the network’s Mutual Credit. It is recorded on the Ledger and may be viewed by the Member through the Member’s dashboard at any time. The Member’s dashboard may present the Trading Headroom Limit and the Member’s currently available headroom in such format as the Company considers most usable, including expressing available headroom as a positive number.

(c) The Trading Headroom Limit is not a loan, line of credit, overdraft, credit facility, advance or other extension of credit by the Company to the Member. The Company is not the lender or obligor in respect of any negative SILVA balance, and at no point owes the Member, or is owed by the Member, any amount in respect of the Member’s negative SILVA balance during the Member’s membership.

7.2 Initial Trading Headroom Limit on activation

(a) Each Member is allocated an initial Trading Headroom Limit during the Suitability Call, sized by reference to the Member’s Declared TAE. The methodology for sizing the initial Trading Headroom Limit is published in the Trading Headroom Guidance.

(b) A new Member’s Account is activated with a SILVA balance of zero. The Member may begin trading immediately, drawing on the initial Trading Headroom Limit by purchasing goods or services from other Members up to that Limit.

7.3 Adjustments to the Trading Headroom Limit

(a) The Trading Headroom Limit may be increased or, where appropriate, decreased by reference to observable indicators of trading activity, including: (i) the Member’s recent sales velocity (volume and value of completed sales over a defined period); (ii) the Member’s reciprocity profile (buy:sell ratio over a defined period); (iii) the Member’s standing under the Reputation Hand framework; (iv) the Member’s continued status as a Member in Good Standing; and (v) any other criterion published by the Company in the Trading Headroom Guidance from time to time.

(b) Adjustments are made on a rules-based, non-discretionary basis. Members may request a Trading Headroom adjustment review at any time.

(c) Members are notified of any change to their Trading Headroom Limit. A change to the Trading Headroom Limit takes effect from the date of notification or such later date as is specified in the notification.

(d) Any maximum Trading Headroom Limit applied by the Company is published in the Trading Headroom Guidance and is subject to review by the board of the Company.

(e) Trading Headroom is not granted on the basis of, and the Company does not assess, the Member’s individual creditworthiness in the regulatory sense. Adjustments are made on the basis of the Member’s observable trading activity within the network only.

7.4 Hard floor — technical enforcement

(a) The Trading Headroom Limit is the hard floor of the Member’s permitted SILVA balance at all times. The Ledger is configured to refuse, automatically and without exception, any transaction that would cause the Member’s SILVA balance to fall below the Trading Headroom Limit.

(b) This refusal is enforced at three levels: (i) at the application layer, where user-facing checks prevent submission of transactions that would breach the Limit; (ii) at the API layer, where server-side validation rejects any request that would cause a balance to fall below the Limit; and (iii) at the Ledger layer, where the underlying ledger logic refuses to record a transaction that would cause a balance to fall below the Limit.

(c) The Company maintains a Technical Compliance Statement evidencing this triple-layer enforcement architecture, available on request for regulatory or audit purposes.

7.5 Insufficient headroom — outcome

If a Member attempts a transaction that would cause their SILVA balance to fall below their Trading Headroom Limit, the transaction is automatically rejected. The Member may either: (a) accept a transaction of a smaller value within their available headroom; (b) wait until they earn additional SILVA through sales to other Members; or (c) request a Trading Headroom adjustment review under Clause 7.3.

7.6 No interest, no fees on negative balances

No interest accrues on a Member’s negative SILVA balance. No fee or charge is levied by the Company in respect of a Member’s negative SILVA balance, save for the Cash Fees published in the Fee Schedule that apply to all Members regardless of their SILVA balance position.

7.7 Risk acknowledgement

Members acknowledge that the value represented by SILVA balances depends on the willingness of other Members to supply goods or services within the network, and on the continued operation of the Platform. Members further acknowledge the operation of the Wind-Down Protocol in Clause 30, including the conversion of SILVA balances to cash at par in the event of Wind-Down.

8. Earning Cap and Balance Health

8.1 Earning Cap

(a) Each Member has an Earning Cap, set by reference to the Member’s Annual Expense Analysis. The methodology for sizing the Earning Cap is published in the Trading Headroom Guidance and confirmed at the Suitability Call.

(b) The Earning Cap is an indicator referenced for the purposes of the Balance Health Traffic Light System and AI matching weights. It is not a hard transaction limit, not a cap on what a Member may sell, and not a credit limit.

(c) Together with the Trading Headroom Limit (which is the hard floor) and the prohibition on additional SILVA purchases (Clause 9), the Earning Cap forms part of the Platform’s design that aligns SILVA accumulation with each Member’s reasonable trading capacity.

8.2 Purpose of the Balance Health Traffic Light System

The Balance Health Traffic Light System is designed to help Members maintain balanced participation in the network. It encourages Members with high SILVA balances to spend, and supports Members with low or negative SILVA balances to earn. It operates entirely as a recommender system and does not block transactions, save through the Trading Headroom Limit floor under Clause 7.

8.3 Zone classification

(a) The AI System classifies each Member’s Account into a zone based on the Member’s current SILVA balance relative to that Member’s Earning Cap. Zone definitions are set out in Schedules 2 and 3.

(b) Zone classification is made transparent to the Member at all times via the Member’s dashboard. The methodology for zone calculation is published in the Balance Health Zone Definitions.

8.4 Effects of zone classification

(a) Zone classification adjusts: (i) the weighting and presentation of AI-generated trade matching recommendations; and (ii) the content and tone of AI-generated communications. A Member in a high-balance zone is offered more spending opportunities and fewer earning suggestions; a Member in a low-balance zone is offered more earning opportunities and is prioritised for buyer matching.

(b) Zone classification does not block any transaction. A Member at any zone may continue to accept any sale and may continue to make any purchase, subject only to the Trading Headroom Limit floor under Clause 7.

8.5 Effects that zone classification does not have

Zone classification does not affect:

• the Member’s membership status;
• the Member’s Reputation Hand scores;
• any Cash Fee payable by the Member under the Fee Schedule;
• the Member’s right to terminate membership; or
• the Member’s right to request human review of their zone classification or Earning Cap.

8.6 Human escalation and review

(a) If a Member remains in a Red zone for more than 10 consecutive days, a human Trade Broker will proactively contact the Member to offer personalised support.

(b) A Member may request human review of any zone classification, Earning Cap or Trading Headroom Limit at any time. Acknowledgement is provided within 5 Business Days, and a substantive response within 20 Business Days.

8.7 No penalty

Being in any zone other than Green does not constitute a breach of these Terms, does not incur any fee or penalty, and does not affect the Member’s ability to terminate membership.

8.8 Member consent

By accepting these Terms, the Member acknowledges and consents to the operation of the Balance Health Traffic Light System as described in this Clause 8 and Schedules 2 and 3, and the use of zone classification as a matching-weight signal in the AI System.

9. No Additional SILVA Purchases or Sales

9.1 SILVA is a unit of account, not a transferable instrument

SILVA is a unit of account for trade within the network. It is not a transferable instrument. SILVA may not be sold, exchanged or otherwise transferred between Members for cash, cash equivalents or any other consideration outside of legitimate trade in goods or services recorded on the Ledger, or the other purposes permitted under Clause 17.2 (refund, gift, operational adjustment). Where the Company has reasonable grounds to believe a Member has engaged in any practice prohibited by this Clause 9, it is treated as Prohibited Conduct under Clause 28.

9.2 Insufficient balance — outcome

If a Member has insufficient SILVA balance and headroom for a proposed transaction, that transaction is automatically rejected at the Trading Headroom floor under Clause 7. There is no mechanism by which the Member may make up the difference by paying cash to obtain SILVA from the Company, from another Member, or from any other person.

9.3 Permitted sources of SILVA

SILVA may only enter a Member’s Account by the means set out in Clause 6.3. No other source of SILVA is permitted.

9.4 Non-redeemability unaffected

The prohibition in this Clause 9 does not alter the non-redeemability provisions of Clause 5.4. SILVA remains non-redeemable for cash during membership, and the prohibition on additional SILVA purchases does not create or imply any redemption right.

9.5 Fundamental compliance term

This Clause 9 is a fundamental term of these Terms. It forms part of the Platform’s design that places SILVA outside the definition of electronic money under Regulation 2(1) of the Electronic Money Regulations 2011.

Part C — Trading

10. Voluntary Participation and Pricing

10.1 Voluntary participation

(a) All trades on the Platform are voluntary. No Member is obligated to buy from or sell to any other Member.

(b) The Company may suggest trading opportunities through its AI matching system, but Members are not obligated to accept any suggestion.

10.2 Pricing

(a) Members set their own prices in SILVA for the goods and services they offer, subject to the Overpricing prohibition in Clause 15.

(b) Members should price their offerings at the same numerical value in SILVA as they would charge for the same goods or services in a comparable cash transaction at the same time, with reference to the par valuation in Clause 5.1(b).

(c) The Company may flag prices that appear materially above or below market value through the AI System and request an explanation. Such flagging is informational and does not in itself prohibit the trade.

10.3 Currency of price quotes

Prices on the Platform are quoted in SILVA. Where a Member also accepts cash for the same goods or services, those prices are quoted on the Member’s own channels and are not the subject of these Terms.

11. Default 100% SILVA and Exceptional Blended Transactions

11.1 Default

Transactions matched and executed through the Platform are conducted entirely in SILVA. A transaction may be settled partly in cash only in the exceptional circumstances, and with the prior written approval of the Company, provided for in Clause 11.2.

11.2 Exceptional blended transactions

(a) A transaction may be settled partly in SILVA and partly in cash only with the prior written approval of the Company. No Member is entitled to a blended transaction, and approval in one case does not create an entitlement in any other. The Company approves a blended transaction only where it considers the blend to be in the interests of the network as a whole. Where the Company approves a blended transaction, the cash component may not exceed 30% of the total transaction value; the Member buying and the Member selling must both agree to the blend at the time of trade.

(b) The cash component of a blended transaction is settled directly between the buying Member and the selling Member through the Company’s payment infrastructure (currently Stripe Connect, where the seller is the merchant of record). The cash component is not held by the Company at any point.

(c) A Member seeking approval under paragraph (a) must apply to the Company before the transaction is executed. The Company may approve such a transaction in its discretion (for example, for a one-off large-value transaction where the seller’s bought-in costs on that job are unusually high, or under a pre-approved Continual Supply Agreement). The procedure for applying, the criteria the Company applies, and the period within which the Company will respond to a request for approval, are published in the Platform Rules.

(d) The Transaction Fee under Clause 21 is calculated on the full value of the transaction (the SILVA element plus the cash-equivalent value of the cash element), regardless of the blend.

(e) Where the Company has matched a buyer and a seller and a blended transaction is executed in breach of paragraph (a) without prior approval, the Company reserves the right either to charge the seller the Transaction Fee on the full value of the transaction or to treat the unauthorised blended transaction as a Direct Trade under Clause 14, but not both in respect of the same transaction.

12. Quality, Delivery and Equal Treatment

12.1 Quality and delivery

(a) The selling Member is solely responsible for the quality, fitness for purpose and timely delivery of any goods or services it supplies through the Platform.

(b) The Company does not guarantee, warrant or endorse the quality of any goods or services offered by Members.

(c) Members are expected to deliver goods and services to a professional standard consistent with their industry.

12.2 Equal Treatment Obligation

A Member must treat a SILVA transaction with the same professionalism, service quality and timeliness as it would treat a comparable cash transaction. Failure to do so constitutes “Poor Service” and may result in penalties under Clause 28 (Prohibited Conduct).

12.3 Ratings and Reviews

(a) Members may rate and review completed transactions through the Platform.

(b) Reviews must be honest, factual and based on the Member’s direct experience of the transaction.

(c) The Company operates a Review Moderation procedure, published in the Platform Rules from time to time, which provides for: (i) the removal of reviews that are defamatory, fraudulent, harassing, in breach of these Terms or otherwise contrary to applicable law; (ii) a mechanism for Members in receipt of negative ratings to be notified and given an opportunity to address the rated issue before the review is published; and (iii) Company engagement with Members in receipt of sustained negative ratings, including review of the Member’s listing and operational practices.

(d) Sustained breach of professional standards as evidenced by repeated negative ratings, after Company engagement, may result in termination under Clause 29.

13. [Reserved]

This clause number is intentionally left unused, so that the numbering of the remaining clauses and the cross-references throughout these Terms are unaffected.

14. Direct Trades

14.1 Recognition of network value

Members acknowledge that relationships with other Members formed through the Platform arise as a consequence of their membership and the Company’s matching, brokerage and administrative services.

14.2 Prohibition

(a) Members must not conduct transactions that would ordinarily be conducted through the Platform outside the Platform for the purpose of avoiding the Transaction Fee or other Cash Fees (a “Direct Trade”).

(b) If the Company has reasonable grounds to believe that a Direct Trade has occurred, it may charge the applicable Transaction Fee on the value of that Direct Trade and may treat repeated Direct Trading as Prohibited Conduct under Clause 28. Before charging a Transaction Fee under this paragraph the Company will follow the procedure in Clause 28.3, and the evidence standard the Company applies is published in the Platform Rules.

14.3 Carve-out

This Clause 14 does not apply where the Members can demonstrate to the reasonable satisfaction of the Company that the transaction is genuinely unrelated to the Platform, or where the Company has given prior written approval to conduct the transaction outside the Platform.

15. Overpricing and Surcharges

15.1 Overpricing prohibition

(a) A Member shall not charge more in SILVA for any goods or services than that Member would charge in a comparable cash transaction at the same time, save for any prompt-payment or volume discounts that would not apply to the SILVA transaction.

(b) The Company may investigate complaints of Overpricing on its own initiative or on the complaint of another Member.

(c) A Member found to be engaged in Overpricing may be subject to: (i) suspension of the Account under Clause 29; (ii) reversal or correction of the offending transactions under Clause 19; or (iii) termination of membership under Clause 29.

15.2 Permitted surcharges in defined categories

(a) As an exception to Clause 15.1, the Company may from time to time permit surcharges in defined categories of goods or services where the gross margin of profit is structurally low, the supply within the network is structurally constrained, or both. Such categories may include (without limitation) food, fuel, certain consumer electronics and other categories where surcharges are sector-standard.

(b) Where the Company permits a surcharge under this Clause, it will publish the surcharge methodology and the categories to which it applies, and will inform affected Members.

(c) Where a surcharge is applied to a transaction, the surcharge is disclosed to the buyer prior to acceptance of the transaction.

16. Acceptance of Purchase Requests

16.1 Acceptance is voluntary

(a) Members are encouraged to accept reasonable purchase requests from other Members for goods or services within their published listings, subject to ordinary commercial considerations of capacity, scheduling, availability and the Member’s broader operational circumstances.

(b) A Member is not obliged to accept any specific purchase request, and an individual refusal does not constitute a breach of these Terms.

(c) The Company may engage with a Member where a sustained pattern of refusal across an extended period suggests the Member is not making available the trading capacity represented in the Member’s Annual Expense Analysis. In such cases the Company will, before exercising any rights under Clause 29, work with the Member to review the Annual Expense Analysis, the Member’s listing and any operational changes affecting the Member’s capacity to participate.

16.2 No automatic damages

Save as expressly provided in Clause 35 (Limitation of Liability), refusal to honour a purchase request shall not give rise to a claim for damages, lost profit or business loss against the refusing Member by the buyer or by the Company. The Company’s remedy for sustained non-participation lies in engagement and, in the last resort, termination under Clause 29 — not in damages.

Part D — Transactions

17. Transfers, Recurring Payments and Large Transactions

17.1 Initiation and execution

(a) A SILVA transfer between Members is initiated by the sending Member through the Platform. The sending Member specifies the receiving Member, the amount and the purpose of the transfer.

(b) Before the transfer is executed, the Platform verifies that the sending Member’s resulting balance does not breach the Trading Headroom Limit. If it would, the transfer is automatically rejected under Clause 7.

(c) Where the verification passes, the transfer is executed immediately on the Ledger. The sending Member’s balance is debited and the receiving Member’s balance is credited by the same amount.

17.2 Permitted transfer purposes

A SILVA transfer between Members must be made for one of the following purposes:

• (a) payment for goods or services supplied between the Members (“Trade Payment”);
• (b) refund or correction of a previous transfer (“Refund”);
• (c) a bona fide gift between Members (“Gift”); or
• (d) an operational adjustment permitted under Clause 6.3(d); or
• (e) the debit of any SILVA component of a Cash Fee to the Reserve Fund Account under Clause 21.1(b) (a “Fee Debit”).

At the time of each transfer, the sending Member warrants the purpose of the transfer to the Company.

17.3 Prohibited transfer purposes

A Member shall not make a SILVA transfer for cash, cash equivalents or any other consideration outside the network, or for any purpose designed to circumvent these Terms or the Fee Schedule. A transfer made for a prohibited purpose is treated as Prohibited Conduct under Clause 28.

17.4 Trade Payments

(a) Where the purpose of a transfer is Trade Payment, the receiving Member should issue an appropriate invoice or receipt.

(b) The Transaction Fee under Clause 21 is charged on the SILVA value of completed Trade Payments (or, for blended transactions, the full value as defined in Clause 11.2(d)). The Transaction Fee is payable by the selling Member in pounds sterling, and is invoiced separately and aggregated in the Monthly Statement under Clause 26.

17.5 Recurring payments

(a) Members may set up recurring SILVA transfers for subscription-type services. Authorisation is given once at setup.

(b) Each individual recurring transfer is subject to the Trading Headroom Limit check under Clause 17.1(b) at the time of execution. A failed individual recurring transfer (because it would breach the Trading Headroom Limit) does not invalidate the recurring authorisation.

(c) Members may cancel a recurring authorisation at any time through the Platform.

17.6 Large transactions

(a) SILVA transfers above the threshold published in the Fee Schedule (the “Large Transaction Threshold”) require additional Company authorisation before execution.

(b) The Company may decline to authorise a Large Transaction where there are reasonable grounds for concern about either party’s standing or the transaction’s legitimacy.

17.7 Disputes

Disputes about the underlying goods or services are between the parties in the first instance under Clause 40. The Company may exercise reversal powers under Clause 19.

17.8 Ledger record

(a) All transfers are recorded on the Ledger as a cryptographically-chained, tamper-evident immutable record.

(b) The Ledger record is the conclusive record of the transfer’s terms, save in the case of manifest error or successful reversal under Clause 19.

18. Staged and Extended-Period Arrangements

18.1 Application

This Clause 18 applies to Member-to-Member arrangements involving staged delivery, construction work, provision of services over an extended period, special orders, long-term leases or other work-in-progress arrangements.

18.2 Treatment

(a) Members may agree between themselves on staged delivery, milestone payments or extended-period services. Each milestone or stage payment is a discrete transfer under Clause 17.

(b) Where the milestone value would exceed the Large Transaction Threshold, the additional authorisation procedure in Clause 17.6 applies to that milestone.

(c) The Company does not currently provide a pre-authorisation, holding or escrow mechanism for staged transactions. Introduction of such a mechanism is a planned future enhancement and any introduction will be effected by amendment under Clause 50.

18.3 Cancellation

If a staged or extended-period arrangement is cancelled before completion, the parties shall settle any work completed before cancellation through the Platform, with the assistance of the Company on request. Disputes are resolved under Clauses 17.7 and 40.

19. Reversals and Corrections

19.1 Member-initiated refunds

(a) The receiving Member may at any time reverse a transfer they have received by initiating a Refund through the Platform. A Refund is itself a transfer under Clause 17 and is subject to the same Trading Headroom Limit check.

(b) The Transaction Fee on the original transfer (where applicable) will be reversed by the Company on request from the original sending Member.

19.2 Mutual cancellation

Where both parties agree to cancel a transfer, they may use the Platform’s mutual cancellation flow. The Company will reverse both the SILVA transfer and the associated Transaction Fee.

19.3 Company-initiated reversal

The Company may reverse a transfer without both parties’ agreement only where:

• (a) there is evidence of fraud, misrepresentation or breach of these Terms by either party;
• (b) the buying Member has substantiated to the Company’s reasonable satisfaction that the selling Member failed to deliver and the selling Member has refused to refund through the Platform; or
• (c) the Company is required to reverse by law or by order of a competent authority.

19.4 Notice and opportunity to respond

Save in cases of regulatory order, the Company will give 7 Business Days’ notice and opportunity to respond to the affected Members before exercising powers under 19.3.

19.5 Records and audit

(a) The Ledger record itself constitutes the proof of transaction. The Company may request supporting documentation (correspondence, invoices) where investigating a dispute under 19.3.

(b) All transactions on the Ledger are subject to audit and verification by the Company. The Company may correct manifest errors on the Ledger with notice to the affected Members.

Part E — Cash Fees and Payments

20. Fee Principles and Fee Schedule

20.1 Cash Fees

(a) The Company charges Cash Fees in pounds sterling for membership and the services it provides under these Terms. The Cash Fees include the Joining Fee, the monthly Cash Fees (including any Network Participation Surcharge provided for in the Fee Schedule), the Transaction Fee, any amount payable on reconciliation under Clause 20.1(c), and any other Cash Fees published in the Fee Schedule from time to time.

(b) Cash Fees are payment for services rendered by the Company, including processing the Member’s onboarding, operating the Platform’s matching and clearing functions, administering these Terms, maintaining the Ledger and the Member directory, providing customer support and Trade Broker services, and operating the AI System.

(c) Where a Member’s actual use of the Platform in a period exceeds that Member’s Declared TAE for the period by more than the tolerance published in the Fee Schedule, the Company may reconcile the Cash Fees paid against those that would have been payable had the Declared TAE matched actual use, and charge the difference. Any such charge is calculated in accordance with the Fee Schedule, is notified to the Member with the calculation, and is subject to review under Clause 40.

20.2 Fee Schedule

(a) The current Cash Fees are set out in the Fee Schedule, which is published by the Company on the Platform and updated from time to time in accordance with Clause 50 (Amendments).

(b) The contents of the Fee Schedule are set out in Schedule 1. The Fee Schedule does not set the Trading Headroom Limit; Trading Headroom Limit sizing is published separately in the Trading Headroom Guidance.

(c) The Fee Schedule is incorporated into these Terms by reference. Members are deemed to have accepted the Fee Schedule in force from time to time, subject to the amendment procedure in Clause 50.

20.3 VAT

All Cash Fees are exclusive of VAT, which the Company will add at the prevailing rate where applicable. VAT invoices will be issued to Members in accordance with HMRC requirements.

20.4 Network Participation Surcharge

(a) The Fee Schedule may provide for a Network Participation Surcharge, payable in addition to the monthly Cash Fees, where a Member has not earned the required number of Participation Credits over the measurement period. The rate of the Surcharge, the activities by which a Participation Credit is earned, the threshold and the measurement period are set out in the Fee Schedule.

(b) The Company may disqualify a Participation Credit where it reasonably considers that the activity giving rise to it was undertaken principally to avoid the Surcharge rather than for a genuine commercial purpose. Where the Company disqualifies a Participation Credit it will notify the Member, with its reasons, within a reasonable period of the disqualification.

(c) Where a Member repeatedly engages in conduct falling within Clause 20.4(b), the Company may suspend that Member’s eligibility to earn Participation Credits. Suspension is by written notice stating the reasons and the period of suspension, and does not affect Participation Credits already earned and not disqualified.

(d) A decision under Clause 20.4(b) or Clause 20.4(c) is subject to review under Clause 40. No compensation is payable in respect of a disqualified Participation Credit.

(e) Where the Fee Schedule provides that a Member is permanently discharged from the Network Participation Surcharge on meeting a specified test, the discharge takes effect from the month in which the test is met and is not affected by any subsequent fall in the Member’s engagement, by a downward revision of Declared TAE, or by a period of inactivity. Clause 50.5 applies to a discharge so acquired.

21. Cash Fees in Sterling Only

21.1 Cash leg only

(a) All Cash Fees payable to the Company are payable in pounds sterling. No Cash Fee published in the Fee Schedule may be paid by the Member in SILVA except where the Fee Schedule expressly provides for a SILVA component.

(b) Where the Fee Schedule provides for a SILVA component of any Cash Fee (for example, a small SILVA element of the monthly fee), the SILVA so paid is credited to the Reserve Fund Account on the Ledger and forms part of the Reserve Fund under Clause 31. The SILVA component is in addition to, and not in substitution for, the cash element of the relevant Cash Fee. A debit of a SILVA component from a Member’s Account is a permitted transfer purpose under Clause 17.2(e) and a permitted outflow under Clause 6.5(a)(iii).

21.2 Joining Fee

(a) Payable once on joining as set out in Clauses 4 and 20, in pounds sterling, by bank transfer or card payment. 100% of the Joining Fee is payable to the Company and constitutes its revenue.

(b) The Joining Fee is non-refundable, save where the Member exercises the cooling-off right under Clause 21.5, where the Company makes a refund under the Service Satisfaction Guarantee, or as required by law. The Service Satisfaction Guarantee is a discretionary commercial policy published by the Company; it does not form part of these Terms and is not incorporated into them by reference.

21.3 Monthly fees

(a) Monthly fees are payable on the date specified in the Fee Schedule each calendar month, by the payment method made available by the Company in accordance with Clause 22.

(b) Where the Fee Schedule provides a fee waiver under any Referral Programme published by the Company, the waiver applies on the conditions and at the times specified in the Fee Schedule and any accompanying Referral Programme rules.

21.4 Transaction Fee

(a) A Transaction Fee at the rate published in the Fee Schedule is payable by the selling Member on the SILVA value (or, for blended transactions, the full value as defined in Clause 11.2(d)) of each completed sale, in pounds sterling.

(b) The full SILVA amount of each completed sale is credited to the selling Member. The cash element of the Transaction Fee is invoiced to the selling Member separately in pounds sterling and aggregated in the Monthly Statement under Clause 26. Where the Fee Schedule provides for a SILVA component of the Transaction Fee, that component is aggregated over the calendar month and debited from the selling Member’s Account to the Reserve Fund Account as a single monthly Fee Debit, shown on the Monthly Statement.

(c) Where a transfer is reversed or cancelled under Clauses 17 or 19, the corresponding Transaction Fee is also reversed.

21.5 Cooling-off

(a) A new Member may cancel this Agreement and obtain a full refund of the Joining Fee at any time within 10 Business Days of the Activation Date, by written notice to [email protected].

(b) Where a Member cancels under this Clause 21.5, the Wind-Down Period in Clause 29.2 does not apply. The Member’s Account is closed on receipt of the notice; any negative SILVA balance is settled in cash in accordance with Clause 29.2(c)(ii) as if the date of closure were the end of the Wind-Down Period; and any positive SILVA balance is credited to the Reserve Fund Account under Clause 29.2(c)(i).

(c) Cancellation under this Clause 21.5 is a contractual right granted by the Company. It is not a statutory cancellation right, the Member having joined wholly for business purposes and not as a consumer under Clause 3.1(a).

22. Late Payment and Payment Methods

22.1 Notice of late payment

(a) If any Cash Fee is not received by the due date, the Company will notify the Member.

(b) Cash Fees more than 14 days overdue may result in suspension of the Account under Clause 29.4.

(c) Interest may be charged on amounts overdue at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998. This Clause 22.1(c) applies only to overdue Cash Fees payable in pounds sterling; it does not affect Clauses 5.5 or 7.6, under which no interest or financing charge of any kind arises on a SILVA balance.

22.2 Payment of Cash Fees

(a) Cash Fees are collected through the payment methods made available by the Company through its payment provider, currently Stripe. Available methods include card payment (default) and Direct Debit. The Member may select any available method through the Platform.

(b) Each Member must maintain a valid payment authorisation in favour of the Company through the Platform throughout the Member’s membership.

(c) If a scheduled payment is returned unpaid or otherwise fails, the Company will notify the Member, and may suspend the Account under Clause 29.4 if the failure is not remedied.

23. Tax Obligations

23.1 Member responsibility

Each Member is solely responsible for all tax obligations arising from its trading on the Platform, including income tax, corporation tax, VAT, stamp duty and any other applicable tax. The Company does not provide tax advice.

23.2 Barter as a taxable event

(a) Members are advised that transactions involving SILVA are generally treated as taxable events under HMRC guidance on barter transactions. Goods and services received in exchange for SILVA are generally assessable at fair market value (typically the cash-equivalent value).

(b) Members should seek independent tax advice on the implications of the Member’s particular circumstances.

23.3 VAT on SILVA transactions

(a) VAT-registered Members must account for VAT on supplies made on the Platform on the same basis as cash transactions, as set out in HMRC guidance. The fact that settlement is in SILVA rather than in cash does not change the VAT treatment of the underlying supply.

(b) VAT-registered Members are responsible for ensuring that VAT can be paid in cash to HMRC notwithstanding that the underlying transaction was settled in SILVA. Members are encouraged to consider this cashflow implication when accepting SILVA transactions.

23.4 Non-trade transfers

Members are advised that non-trade SILVA transfers (including Gifts under Clause 17.2(c)) may have their own tax treatment under applicable tax law, and members should seek independent advice on the implications of any such transfer.

23.5 No Company liability for Member’s tax

The Company is not liable for any failure of any Member to comply with the Member’s own tax obligations. The Company does not deduct, withhold or remit any tax on behalf of any Member.

23.6 HMRC reporting

The Company may provide transaction information to HMRC where required by law and may report Member transactions in accordance with HMRC requirements applicable to barter and B2B trade exchanges from time to time.

Part F — Member Obligations and Account Management

24. Member Obligations

24.1 General

Each Member agrees to:

• (a) provide accurate and current business information to the Company;
• (b) maintain a current and accurate Business Description and Key Words in the Member’s directory listing;
• (c) honour all transactions accepted by the Member;
• (d) pay all Cash Fees as and when due under Clauses 20–22;
• (e) comply with these Terms, the Fee Schedule, the Platform Rules and applicable law;
• (f) treat SILVA transactions with the same professionalism and quality as cash transactions (Clause 12); and
• (g) maintain its status as a legally constituted business throughout membership.

24.2 Business verification

(a) Members must promptly notify the Company of material business changes (including change of registered office, ownership, controllers, business model, sector or sanctions status).

(b) The Company may conduct periodic re-verification checks on a risk-based cadence in accordance with the Money Laundering Regulations 2017.

24.3 Loss of contact

Where a Member fails to respond to re-verification requests or becomes uncontactable for an extended period, the Account may be frozen pending re-establishment of contact. This is a protective measure and is not a disciplinary suspension.

25. Member Directory and Listings

25.1 Directory

The Company maintains an electronic directory of Members in Good Standing. Members appear in the directory on the basis of their published Business Description and Key Words and the categories selected during onboarding.

25.2 Member’s listing

(a) Members are responsible for the accuracy and currency of their directory listing, including the Business Description and Key Words.

(b) A listing is considered complete when it contains: (i) full and current contact information; (ii) a detailed Business Description; and (iii) appropriate Key Words for AI matching.

(c) The Company makes no warranty as to the accuracy or completeness of any directory listing. Members are responsible for the accuracy of their own listing.

(d) The Company may make available an AI-assisted listing tool to help Members create effective Business Descriptions and Key Words. Use of the tool is optional. The tool generates suggestions only; the final content of each Member’s listing is determined by the Member, and the Member remains responsible for the accuracy of their listing under paragraph (a).

25.3 Authorisation to advertise

Members authorise the Company to display their listing in the directory, to surface their listing in AI matching recommendations to other Members, and to communicate the availability of the Member’s goods and services to other Members through the AI System.

26. Statements and Record-Keeping

26.1 Monthly Statements

(a) The Company will issue a Monthly Statement to each Member reflecting all Account activity for the relevant calendar month, including SILVA transactions, the Member’s SILVA balance, the Member’s Trading Headroom Limit, and all Cash Fees due.

(b) Monthly Statements are available through the Platform and by email.

26.2 Deemed accuracy

(a) A Monthly Statement is deemed accurate unless the Member notifies the Company in writing of a discrepancy within 14 calendar days of the Statement’s issue.

(b) After 14 calendar days, the Statement is conclusive evidence of the matters it records, save for manifest error.

26.3 Member record retention

Members should retain their own records of trades and Cash Fees for a minimum of 7 years in accordance with HMRC requirements.

26.4 Audit

All transactions on the Ledger are subject to audit and verification by the Company under Clause 19.5. In the case of inaccuracies, the Company may debit or credit the Member’s Account, with notice, as a result of such error.

27. Authorised Representatives

27.1 Nomination

A Member may nominate Authorised Representatives via the form prescribed by the Company. The Company may refuse a nomination at its absolute discretion.

27.2 Member responsibility

The nominating Member is fully liable for all acts and omissions of its Authorised Representatives. The Member shall ensure that each Authorised Representative is bound by these Terms in respect of the Member’s use of the Platform.

27.3 Withdrawal of authority

Authority is withdrawn upon: (a) the Member’s written notice of withdrawal; (b) Account termination or suspension; or (c) the Company’s determination, communicated in writing, that the Authorised Representative is in breach of these Terms or applicable law.

27.4 Credential security

The Member is responsible for the security of its credentials and those of its Authorised Representatives, including username, password and any multi-factor authentication device.

28. Prohibited Conduct

28.1 Prohibited conduct

The following conduct by a Member is prohibited:

• (a) attempting to convert SILVA to cash other than through the Wind-Down Protocol or through cash settlement of a negative balance under Clause 29;
• (b) attempting to cause a SILVA balance to fall below the applicable Trading Headroom Limit;
• (c) wash trading or any artificial transaction structure that does not reflect a genuine commercial exchange of goods or services or another permitted purpose under Clause 17.2;
• (d) Overpricing in breach of Clause 15;
• (e) underpricing for cash, namely accepting cash for goods or services that a Member has listed at a higher SILVA price, in circumstances designed to undermine the SILVA economy;
• (f) providing inferior goods or services on a SILVA transaction relative to the Member’s cash standard (Clause 12);
• (g) conducting Direct Trades in breach of Clause 14;
• (h) misrepresentation, fraud, money-laundering or any breach of applicable AML, sanctions, bribery or anti-corruption law;
• (i) selling, offering to sell, purchasing, or offering to purchase SILVA for cash, cash equivalents or other consideration outside legitimate trade, whether to or from another Member, the Company or any third party;
• (j) transferring SILVA, or attempting to transfer SILVA, to any non-Member or third party outside the network; or
• (k) any other conduct that materially undermines the integrity of the Platform or the network’s mutual-credit operation.

28.2 Consequences

Where the Company has reasonable grounds to believe that a Member has engaged in Prohibited Conduct, the Company may:

• (a) suspend the Account under Clause 29.4;
• (b) reverse connected transactions under Clause 19;
• (c) terminate the Member’s membership under Clause 29.3;
• (d) report the matter to the relevant authorities; or
• (e) pursue any other remedy available to the Company under these Terms or applicable law.

28.3 Investigation

The Company will conduct any investigation under this Clause 28 fairly and proportionately and will give the Member a reasonable opportunity to respond before any final action is taken, save where immediate action is necessary to protect the integrity of the Platform or to comply with applicable law.

29. Suspension and Termination

29.1 Termination by the Member

(a) A Member may terminate this Agreement by giving written notice to the Company, either (i) by email to the address specified at the foot of these Terms, or (ii) by completing the account closure confirmation in the Member’s account settings on the Platform. Where notice is given under (ii), the Company will set out the consequences of closure before the Member confirms, and will state that confirming serves the Member’s notice of termination under this Clause 29.1; the Member’s confirmation is the Member’s written notice for the purposes of this Clause. The notice takes effect on the date of receipt by the Company, and a notice given under (ii) is received at the time the Member confirms.

(b) On service of a termination notice, any outstanding Cash Fees become immediately payable.

(c) On service of a termination notice, the Member’s monthly subscription is cancelled with effect from the date of receipt of the notice, and no further monthly subscription Cash Fee falls due during the Wind-Down Period. This is subject to Clause 29.6 (withdrawal of a termination notice), under which subscription Cash Fees not charged by reason of this Clause 29.1(c) become payable.

29.2 Wind-Down Period and balance settlement at Member-initiated termination

(a) Following service of a termination notice, the Member is in the Wind-Down Period for a period of 90 days from the date of receipt of the notice. On service of the notice the Member’s Trading Headroom Limit is set to zero, and it remains at zero for the duration of the Wind-Down Period. The Member may continue both to make purchases and to accept sales, but may not incur or increase a negative SILVA balance, and may not spend SILVA the Member does not hold.

(b) During the Wind-Down Period:

• (i) a Member with a positive SILVA balance may continue to use SILVA on goods or services from other Members through the Platform, and may continue to accept sales. The Company will inform the Member that SILVA accepted and not spent before the end of the Wind-Down Period is forfeited under Clause 29.2(c)(i), so that the Member may judge whether to accept a sale by reference to the Member’s confidence in spending the proceeds within the Wind-Down Period;
• (ii) a Member with a negative SILVA balance must use reasonable endeavours to bring the balance to zero or above through completed sales of goods or services to other Members. Such a Member may not make purchases while the balance remains below zero, the Trading Headroom Limit having been set to zero under Clause 29.2(a), and may make purchases if and when the balance reaches zero or above;
• (iii) Clause 16.1(b) continues to apply, so that the Member may decline any individual purchase request. A Member with a negative SILVA balance who declines sales does not by doing so cease to be liable to settle the remaining negative balance in cash under Clause 29.2(c)(ii); and
• (iv) the Member’s directory listing is removed at the end of the Wind-Down Period.

(c) At the end of the Wind-Down Period:

• (i) Any positive SILVA balance remaining is forfeited and credited to the Reserve Fund Account under Clause 31. The Member is not entitled to receive cash or any other consideration in respect of a forfeited positive SILVA balance during the life of the Platform; positive balance forfeiture does not extinguish the Member’s right under Clause 30 (Wind-Down Protocol) in the event of subsequent Wind-Down within 6 years.
• (ii) Any negative SILVA balance remaining must be settled by the Member by payment to the Company, as administrator of the network’s mutual credit obligations and on behalf of the Members in positive SILVA positions, in pounds sterling at the rate of 1 SILVA = £1 within 30 days of the end of the Wind-Down Period. If unpaid, the amount becomes a debt owed by the Member to the network of Members and recoverable by the Company in its administrative capacity in the ordinary way.
• (iii) At the moment of crystallisation under (ii) above, regardless of whether and when cash settlement is received, the Reserve Fund Account absorbs the departed Member’s negative SILVA position, in accordance with Clause 31. Members in positive SILVA positions are protected from any timing risk on cash settlement. The absorption operates as the contractual subordination of the Company’s own positive SILVA balance for the protection of the network. It is not the extension of credit by the Company, the assumption by the Company of credit risk in the regulatory sense, or the creation of any creditor relationship between the Company and any Member.

29.3 Termination by the Company

The Company may terminate this Agreement:

• (a) by giving not less than 90 days’ written notice to the Member, on a no-fault basis;
• (b) immediately, by written notice, where the Member commits a material breach incapable of remedy, or capable of remedy but not remedied within 30 days of written notice specifying the breach;
• (c) immediately, by written notice, where the Member engages in Prohibited Conduct under Clause 28;
• (d) immediately, by written notice, where the Member becomes insolvent, enters administration, receivership, liquidation (other than for the purposes of a solvent reconstruction) or makes any composition with creditors;
• (e) immediately, by written notice, where continued performance would cause the Company to breach any law, regulation or order of a competent authority; or
• (f) immediately, by written notice, in any other circumstance specifically provided for in these Terms.

Where the Company terminates under this Clause 29.3, any Cash Fees due and unpaid at the date of termination remain payable. The Wind-Down Period and balance settlement provisions in Clause 29.2 apply, with such modifications as the circumstances require.

29.4 Suspension

(a) The Company may suspend a Member’s Account immediately where: (i) Prohibited Conduct under Clause 28 is suspected; (ii) Cash Fees are more than 14 days overdue after notice; (iii) there is a material breach of these Terms; (iv) suspension is required by law or to comply with an order of a competent authority; or (v) suspension is necessary to protect the integrity of the Platform pending investigation.

(b) Notice of suspension is given by email or written notice within 2 Business Days, with reasons. The Member may make representations within 14 days, and the Company will respond within a further 14 days.

(c) During suspension: (i) the Member may make no purchases on the Platform; (ii) the Member’s existing obligations continue; (iii) the Account remains visible to the Member’s existing trading counterparties for the resolution of pending transactions; and (iv) the Company is not liable for losses arising from a lawful suspension.

(d) On resolution of the underlying matter, the Account is reinstated as soon as reasonably practicable.

29.5 Hardship Wind-Down

(a) Where a Member is in genuine financial difficulty, the Member may request the Company to grant a Hardship Wind-Down. The Company will consider any such request in good faith, having regard to the Member’s circumstances, the network’s interests and any supporting information provided.

(b) Where the Company grants a Hardship Wind-Down:

• (i) the Wind-Down Period is extended to 180 days from the date of receipt of the notice;
• (ii) the Company shall provide active matching support — including a dedicated Trade Broker and prioritised matching — to assist the Member in deploying any positive SILVA balance against goods or services the Member needs from other Members;
• (iii) the Hardship Wind-Down does not include any cash conversion of SILVA balances by the Company;
• (iv) balance settlement at the end of the Hardship Wind-Down Period applies as set out in Clause 29.2(c).

29.6 Withdrawal of a termination notice

(a) A Member may withdraw a termination notice at any time before the end of the Wind-Down Period, by written notice to the Company given in either of the ways described in Clause 29.1(a). The withdrawal takes effect on the date of receipt by the Company.

(b) On withdrawal, the Member’s membership continues as if the termination notice had not been given. The Member’s Trading Headroom Limit is restored to the limit that applied immediately before the notice was served, and the Member’s monthly subscription recommences.

(c) Any monthly subscription Cash Fee that would have fallen due during the Wind-Down Period but was not charged by reason of Clause 29.1(c) becomes payable on withdrawal. The purpose of this Clause 29.6(c) is to place the Member in the position the Member would have occupied had the notice not been given; the Wind-Down Period does not operate as a period of free membership.

(d) A termination notice may not be withdrawn once the Wind-Down Period has ended, and in particular may not be withdrawn after a positive SILVA balance has been forfeited under Clause 29.2(c)(i) or a negative SILVA balance has crystallised under Clause 29.2(c)(ii).

(e) This Clause 29.6 confers a right on the Member in respect of a notice given by the Member under Clause 29.1. Nothing in this Clause 29.6 obliges the Company to reinstate a membership terminated by the Company under Clause 29.3.

29.7 Survival of provisions

Clauses 1 (Definitions), 5 (Nature of SILVA), 7 (Trading Headroom — to the extent relevant to balance settlement), 23 (Tax), 30 (Wind-Down Protocol), 31 (Reserve Fund), 35 (Limitation of Liability), 36 (Confidentiality), 37 (Data Protection), 38 (Intellectual Property), 40 (Dispute Resolution), 47 (General Provisions), 48 (Notices) and 49 (Governing Law) survive termination.

Part G — Wind-Down and Member Protection

30. Wind-Down Protocol

30.1 Trigger events

(a) This Clause 30 applies on Wind-Down, being any of the following events: (i) the appointment of an administrator, liquidator, receiver or similar officer in respect of the Company; (ii) the Company entering into a voluntary or compulsory winding up (other than a solvent reconstruction); (iii) the Company giving formal notice of cessation of the Platform; or (iv) any analogous event under applicable law.

(b) On the occurrence of a Wind-Down event, the Company (or, where applicable, the appointed officer) shall conduct the wind-down of the network’s mutual-credit ledger in accordance with this Clause 30, with the objective of settling Members’ SILVA balances in pounds sterling on a fair and orderly basis.

30.2 Denomination of balances

All SILVA balances on the Ledger are denominated in a single unit, referenced at 1 SILVA = £1 under Clause 5.1(b). No currency conversion arises on Wind-Down, and all balances are settled in pounds sterling under the procedure in this Clause 30.

30.3 Settlement of SILVA balances at 1:1

On Wind-Down, all SILVA balances on the Ledger are settled in pounds sterling at the rate of 1 SILVA = £1, in accordance with the procedure in this Clause 30.

30.4 Negative-balance settlement

(a) Each Member with a negative SILVA balance on the Wind-Down date shall pay to the Wind-Down Pot, in pounds sterling, an amount equal to the absolute value of the Member’s negative SILVA balance at the rate of 1 SILVA = £1.

(b) Payment is due within 30 days of the Wind-Down date or such other reasonable period as the Company (or appointed officer) may specify.

(c) Amounts due under this Clause 30.4 are recoverable as ordinary contractual debts. Members may not set off any other claim against the Company in respect of these amounts, save as required by applicable insolvency law.

30.5 Structural absorption of Company SILVA on Wind-Down

(a) On Wind-Down, the positive SILVA balances held on the Operating Account, the Reserve Fund Account and the Charity Escrow Account (together, the Company Account) are merged and structurally extinguished without payment by the Company. The Company makes no claim under this Clause 30 in respect of any positive SILVA balance held on any of those accounts.

(b) The economic effect of this structural absorption is that the Wind-Down Pot is required to cover only the positive SILVA balances held by Members other than the Company, providing a buffer against partial recovery from Members in negative SILVA positions.

30.6 Distribution to positive-balance Members

(a) The Wind-Down Pot, less the reasonable costs of Wind-Down (including legal, administrative and any insolvency officer fees), is distributed pro rata to Members with positive SILVA balances at the rate of 1 SILVA = £1, subject to paragraph (b).

(b) Where the Wind-Down Pot, after the structural absorption of the Company Account, is insufficient to satisfy all positive-balance Members in full, distribution is made pro rata in proportion to each Member’s positive SILVA balance. Each positive-balance Member receives the same percentage recovery.

(c) The Company is not liable to any Member for cash or SILVA beyond the distribution under this Clause 30.6. The Member’s claim is limited to the Member’s pro rata share of the Wind-Down Pot.

30.7 Inventory and other assets

Where the Company holds inventory, equipment or other assets at the Wind-Down date that are properly attributable to the network rather than to the Company’s general business, the proceeds of realisation of such assets shall be added to the Wind-Down Pot for distribution under Clause 30.6. The treatment of any such assets shall be confirmed by the appointed officer (where applicable) in the ordinary course of insolvency administration.

30.8 Administration and trustee

(a) Wind-Down may be administered by the Company itself in the case of a solvent voluntary cessation, or by an appointed insolvency officer in the case of an insolvency event.

(b) The Company may, at its option, appoint an independent trustee to administer Wind-Down on the terms set out in this Clause 30.

(c) Wherever this Clause 30 refers to actions by the Company on Wind-Down, those actions may be taken by the appointed insolvency officer or trustee on behalf of the Company.

30.9 Notice and timetable

On the occurrence of a Wind-Down event, the Company (or appointed officer) shall give notice to all Members within 14 calendar days, setting out: (a) the Wind-Down date; (b) each Member’s then-current SILVA-equivalent balance; (c) the £GBP amount due from or to that Member at 1 SILVA = £1; (d) the procedure and timetable for collection from negative-balance Members and distribution to positive-balance Members; and (e) the appointed officer (if any) responsible for administering the Wind-Down.

30.10 Continuation of duties

Members in negative SILVA positions remain bound by their obligations under this Clause 30 notwithstanding the termination of their membership in connection with Wind-Down. The contractual debt to the Wind-Down Pot is independent of the Member’s membership status.

30.11 Mutual obligations characterisation

For the avoidance of doubt, the obligations under this Clause 30 are obligations among Members, settled through a Wind-Down Pot administered by the Company (or appointed officer). The Company is not the obligor in respect of any Member’s claim to a positive distribution beyond its administrative role in the Wind-Down. This Clause 30 does not constitute a guarantee, indemnity, insurance contract or deposit-taking activity by the Company.

31. Reserve Fund

31.1 Purpose

The Reserve Fund is the SILVA balance held on the Reserve Fund Account on the Ledger. It exists to:

• (a) absorb the SILVA position of Members who depart with a negative SILVA balance, providing immediate protection to Members in positive positions regardless of when (or whether) cash settlement is received from the departing Member; and
• (b) provide a structural buffer for the network in the event of Wind-Down: on Wind-Down the Company’s positive SILVA balance is structurally extinguished without payment, reducing the size of the positive-balance pool that must be covered by the Wind-Down Pot, and thereby protecting positive-balance Members against partial recovery from Members in negative SILVA positions (Clause 30.5).

31.2 How the Reserve Fund is funded

The Reserve Fund accumulates positive SILVA balance through:

• (a) any SILVA component of Cash Fees provided for in the Fee Schedule (Clause 21.1(b));
• (b) positive SILVA balances forfeited at the end of a Member’s Wind-Down Period (Clause 29.2(c)(i));
• (c) SILVA proceeds attributable to the Reserve Fund cash contribution under the gap-filling procurement mechanism in Clause 32.6; and
• (d) any other SILVA accruing to the Company on the Ledger that is not directly attributable to the Operating Account’s trading activity.

31.3 Use of the Reserve Fund — passive reserve

(a) The Reserve Fund operates as a passive reserve. It does not actively transact during the life of the Platform, save for: (i) absorbing departed Member negative SILVA positions under Clause 31.4; and (ii) receiving SILVA from the funding sources in Clause 31.2.

(b) The Reserve Fund balance is published in periodic Network Health updates by the Company, on a basis consistent with confidentiality and audit requirements.

31.4 Immediate absorption on Member departure

(a) At the end of a Member’s Wind-Down Period (whether Standard under Clause 29.2 or Hardship under Clause 29.5), any remaining negative SILVA balance crystallises as a cash debt under Clause 29.2(c)(ii).

(b) At the moment of crystallisation, regardless of whether and when cash settlement is received, the Reserve Fund Account absorbs the departed Member’s negative SILVA position by journal entry. The Reserve Fund Account’s positive balance is reduced by the absorbed amount; the departed Member’s Account is closed at zero.

(c) Members in positive SILVA positions are thereby immediately insulated from any timing risk on the cash settlement, including delay, dispute or default.

(d) Cash recovered from the departed Member (“Departure Recovery Cash”) is dealt with under Clause 32.6 (gap-filling procurement) or, where Clause 32.6 is not engaged, retained by the Company as operating revenue. Where Departure Recovery Cash is not recovered, the Reserve Fund has absorbed the loss, performing the function its name implies.

31.5 No claim by the Company on Wind-Down

On Wind-Down, the Company makes no claim in respect of its own positive SILVA balance, and the Reserve Fund Account (together with the Operating Account) is structurally absorbed under Clause 30.5. The economic value of the Reserve Fund flows to positive-balance Members through the reduced size of the positive-balance pool requiring satisfaction from the Wind-Down Pot.

31.6 No insurance, no deposit

The Reserve Fund is not an insurance reserve, an insurance product, a deposit, a client-money account, a guarantee fund or any other regulated financial instrument. It is a SILVA balance on the Ledger, structurally subordinated by these Terms in the event of Wind-Down. The Company does not assume risk under this Clause 31; the buffer effect arises from the structural extinguishment of the Company’s own SILVA claim.

31.7 Annual review

The board of the Company reviews the size and adequacy of the Reserve Fund at least annually, taking into account the network’s SILVA float, the distribution of negative balances across Members, observed patterns of recovery and absorption, and the volume of gap-filling procurement under Clause 32.6. Where the Reserve Fund is materially out of line with the network’s risk profile, the board may adjust the Fee Schedule under Clause 50 to address the imbalance, subject to the amendment procedure.

31.8 Agency and non-creditor characterisation

(a) Nothing in this Clause 31 or in Clause 29 makes the Company a creditor, lender, guarantor, surety, risk-bearer or party to any credit relationship in respect of any Member’s negative SILVA balance, whether for the purposes of the Financial Services and Markets Act 2000, the Consumer Credit Act 1974, the Regulated Activities Order 2001 or any related regulation.

(b) The Company acts solely as administrator of the network’s mutual credit obligations under these Terms. Cash collected by the Company from a Member (including any departing Member) in respect of a negative SILVA balance is collected on behalf of the network of Members in positive SILVA positions; it is not collected by the Company in its own beneficial interest.

(c) The Reserve Fund absorption mechanism (Clause 31.4) is the structural contractual subordination of the Company’s own positive SILVA balance for the protection of the network. It is not the extension of credit, the advance of value, the assumption of credit risk in the regulatory sense, or the creation of any creditor relationship.

(d) This Clause 31.8 is fundamental to the regulatory architecture of these Terms. Any provision of these Terms that, read in isolation, might be construed inconsistently with this Clause 31.8 shall be read so as to give effect to it.

Part H — Company Provisions

32. Company Trading Rights, Operating Account and Gap-Filling Procurement

32.1 The Company accounts

The Company maintains three SILVA accounts on the Ledger: (a) the Operating Account, used for the Company’s working SILVA balance and trading activity; (b) the Reserve Fund Account, used as the passive reserve described in Clause 31; and (c) the Charity Escrow Account, used to hold SILVA earmarked for charitable purposes pending its application. Together these are the Company Account.

The Charity Escrow Account does not trade. It receives SILVA earmarked for charitable application and holds it until it is applied. Like the other two, its positive SILVA balance is structurally extinguished on Wind-Down under Clause 30.5(a) and ranks behind Members in positive SILVA positions; the Company makes no claim in respect of it.

32.2 Operating Account — purpose and use

(a) The Operating Account is the Company’s working SILVA balance. Through the Operating Account, the Company may:

• (i) procure goods or services from Members on the same terms as any other Member, for the Company’s own operational needs (for example, marketing, design, professional services);
• (ii) supply community-building, education, Trade Broker, training and similar services to other Members in exchange for SILVA;
• (iii) undertake gap-filling procurement under Clause 32.6;
• (iv) undertake Platform testing and quality assurance.

(b) The Operating Account is clearly identified as “Silvatree Exchange Limited — Operating Account” in the Member directory and on all transaction records.

32.3 Hard zero floor for both Company accounts

(a) Neither the Operating Account nor the Reserve Fund Account may at any time hold a negative SILVA balance. The Trading Headroom Limit on each Company Account is zero.

(b) The hard zero floor reflects the Company’s role as Platform operator rather than as a participating Member with permitted Mutual Credit headroom. The Company can never owe SILVA to the network.

(c) This is a structural difference between the Company Accounts and Member Accounts. The technical enforcement at the application, API and Ledger layers under Clause 7.4 applies mutatis mutandis to the Company Accounts at zero.

32.4 Cash Fee exemption

The Company is not required to pay Cash Fees in respect of either Company Account. Specifically: (a) no Joining Fee is payable; (b) no monthly Cash Fee is payable; (c) no Transaction Fee is payable on sales recorded by either Company Account. This exemption reflects the Company’s role as operator of the Platform, not as a paying customer.

32.5 No special privileges

(a) Save for the Cash Fee exemption in Clause 32.4 and the structural absorption of both Company Accounts on Wind-Down (Clauses 30.5 and 31.5), the Company has no special privileges, advantages or exemptions greater than those available to any other Member. In particular, the Company shall not:

• (i) receive preferential pricing on purchases from other Members;
• (ii) receive priority access to goods or services offered by other Members;
• (iii) receive preferential treatment in dispute resolution; or
• (iv) override any Platform rule, ledger refusal or technical control that applies to other Members.

(b) Neither Company Account receives any per-Member SILVA grant or bonus. Any positive SILVA balance on either Company Account arises solely through (i) services genuinely supplied by the Company to other Members through the Operating Account; (ii) any SILVA element of Cash Fees provided for in the Fee Schedule (Clause 21.1(b)); (iii) forfeited positive SILVA balances credited under Clause 29.2(c)(i); or (iv) gap-filling procurement proceeds under Clause 32.6.

32.6 Gap-filling procurement

(a) Where the Company holds Departure Recovery Cash recovered from departing Members in respect of negative SILVA balance settlements (Clause 29.2(c)(ii)), the Company may use that cash to procure goods or services to fill genuine supply gaps within the network — being goods or services that no Member of the network is currently offering — and to list them in the marketplace at SILVA prices reflecting their fair market cash-equivalent value.

(b) Where the procurement cost exceeds the Departure Recovery Cash available, the Company may co-fund the procurement from the Operating Account, provided that the Operating Account contribution does not exceed the Departure Recovery Cash contribution on a per-procurement basis.

(c) SILVA proceeds from the sale of gap-filling procurement are credited to the Reserve Fund Account and the Operating Account in proportion to their respective cash contributions.

(d) Each gap-filling procurement listing in the marketplace clearly identifies the Company as the seller.

(e) Standalone Company-funded procurements (no Departure Recovery Cash component) are permitted but reported separately in the periodic reviews under Clause 31.7.

32.7 Conflict of interest safeguards

(a) The Company shall not use its position as Platform operator to gain any unfair advantage in transactions conducted through either Company Account.

(b) Where a conflict of interest arises between the Company’s role as operator and its role as a participant Member, the Company shall prioritise its obligations as operator.

(c) Any complaint by a Member regarding a transaction with either Company Account shall be handled by the Company’s complaints procedure (Clause 33) and dispute resolution procedure (Clause 40), with the same procedural protections as any other dispute.

32.8 Transparency and disclosure

(a) Both Company Accounts are clearly identified in the Member directory.

(b) Transaction records involving either Company Account are clearly attributable to the Company.

(c) The existence and purpose of the Company Accounts is disclosed to Members during onboarding.

(d) The Company Accounts’ SILVA balances and transaction histories are subject to the same audit and verification requirements as any other Member Account.

33. Complaints Procedure

33.1 Internal complaints

(a) The Company operates an internal complaints procedure. Complaints should be submitted in writing to [email protected] or by post to 66 Paul Street, London, EC2A 4NA, marked for the attention of the Complaints Officer.

(b) The Company will acknowledge receipt within 5 Business Days and provide a substantive response within 20 Business Days. Where the substantive response cannot be given within 20 Business Days, the Company will explain the reasons and provide an updated timetable.

33.2 Escalation

If the Member is dissatisfied with the Company’s response, the Member may escalate the complaint under Clause 40 (Dispute Resolution).

34. FCA Limited Network Notification

34.1 Volume threshold notification

If the total transaction value of SILVA exchanged on the Platform is forecast to exceed €1 million in any rolling 12-month period, the Company shall notify the Financial Conduct Authority in writing under Regulation 3(3) of the Electronic Money Regulations 2011 of the basis on which the Company relies on the Limited Network Exclusion. This is a standalone regulatory administrative notification and does not affect Members’ rights or obligations under this Agreement, nor does it imply that SILVA falls within the definition of electronic money. Standby Accounts do not transact and are excluded from the calculation under this Clause 34.1.

Part I — Liabilities, Risk and Disputes

35. Limitation of Liability

35.1 Nothing excluded

Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded, including:

• liability for death or personal injury caused by negligence;
• liability for fraud or fraudulent misrepresentation; or
• any other liability that cannot be limited or excluded under applicable law.

35.2 Exclusion of indirect loss

Subject to Clause 35.1, neither party is liable to the other for any indirect, consequential, special or punitive loss, including (without limitation) loss of profit, loss of revenue, loss of business opportunity, loss of contracts, loss of reputation or goodwill, or loss or corruption of data.

35.3 Cap on liability

Subject to Clause 35.1, the Company’s total aggregate liability to any Member under or in connection with these Terms is capped at the total Cash Fees paid by that Member to the Company in the 12 months preceding the event giving rise to the claim.

35.4 Platform availability

The Company will use reasonable endeavours to maintain the availability of the Platform but does not guarantee uninterrupted operation. The Company is not liable for losses arising from interruptions in service, technical failures or planned maintenance.

35.5 No guarantee of trading

The Company does not guarantee that any Member will find suitable trading partners, achieve any specific transaction volume, or earn any specific level of SILVA through trading on the Platform. The capacity-exchange marketplace is finite, and the Company is not responsible if a Member cannot find specific products or services to buy from other Members.

35.6 Other parties protected

The limitations and exclusions in this Clause 35 also apply for the benefit of the Company’s officers, employees, agents and sub-contractors as well as the Company itself.

36. Confidentiality

36.1 Obligations

Each party shall keep Confidential Information confidential, shall not disclose it to any third party without the disclosing party’s consent (save as required by law or to professional advisers under a duty of confidentiality), and shall use it only for the performance of these Terms.

36.2 Exceptions

The obligations in Clause 36.1 do not apply to information that:

• is or becomes public knowledge other than through breach of these Terms;
• was already known to the receiving party before disclosure;
• was independently developed by the receiving party without reference to the disclosing party’s information;
• was lawfully received from a third party without obligation of confidentiality;
• is required to be disclosed by law or by an order of a competent authority; or
• constitutes business contact information shared for the purpose of facilitating Member-to-Member introductions through the Platform.

36.3 Duration

The obligations in this Clause 36 survive termination for a period of 3 years.

37. Data Protection

37.1 Compliance

Each party shall comply with the UK GDPR and the Data Protection Act 2018 in respect of all personal data processed in connection with these Terms.

37.2 Company as Controller

(a) The Company is the Controller of personal data processed for the purposes of: (i) administering the Silvatree Exchange; (ii) legal and regulatory compliance, including AML and KYC; (iii) Platform communications; and (iv) service improvement (using anonymised or aggregated data).

(b) The Company’s privacy notice setting out further details of processing is published at silvatree.co/privacy and is incorporated into these Terms by reference.

37.3 Member obligations

Each Member shall: (a) comply with the UK GDPR and Data Protection Act 2018 in respect of any personal data it processes for the purposes of these Terms; (b) process personal data received from the Company or other Members only for the purposes of trading and account administration on the Platform; (c) implement appropriate technical and organisational security measures; and (d) notify the Company without undue delay of any personal data breach that may affect the Platform or other Members.

37.4 AI and automated processing

The Company’s use of automated processing in the AI System is described in Clauses 41–46. Members may exercise their UK GDPR rights of access, rectification, erasure, restriction, objection and portability through the Company at [email protected] or as set out in the privacy notice.

38. Intellectual Property

38.1 Company IP

All intellectual property rights in the Platform (including software, AI models, design, trademarks and content created by or for the Company) are the property of the Company. The Company grants each Member a limited, non-exclusive, non-transferable licence to use the Platform for the purposes of these Terms during the Member’s membership.

38.2 Member content

(a) Member-owned creative content. Members retain ownership of their original intellectual property rights in content they submit to the Platform, including their listings, Business Descriptions, Key Words, and product or service images.

(b) Company-owned transactional records. Ratings and reviews submitted through the Platform are factual records of transactions conducted on the Platform and are owned by the Company. The Member who submitted a rating or review retains attribution and the right to be informed of any material change to the rating or review’s publication status.

(c) Licence to the Company in respect of Member-owned content. The Member grants the Company a worldwide, non-exclusive, royalty-free licence to use, reproduce, adapt, publish and display the Member’s content under paragraph (a) for the purposes of operating the Platform, including in marketing materials concerning the Platform.

(d) Warranty. The Member warrants that its content does not infringe the intellectual property rights of any third party and that it has the right to grant the licence in paragraph (c).

39. Force Majeure

39.1 No breach

Neither party is in breach of these Terms (and shall not be liable for any failure or delay in performance) where the failure or delay arises from a Force Majeure Event.

39.2 Force Majeure Events

Force Majeure Events include acts of God, war, terrorism, civil unrest, pandemic, government action, power failure, cyber attacks, network outage, industrial action and any other event beyond the affected party’s reasonable control.

39.3 Procedure

(a) The affected party shall give prompt written notice of the Force Majeure Event to the other.

(b) Both parties shall use reasonable endeavours to mitigate the effects of the Force Majeure Event.

(c) If the Force Majeure Event continues for more than 90 consecutive days, either party may terminate this Agreement with 30 days’ written notice.

40. Dispute Resolution

40.1 Informal resolution

The parties shall attempt in good faith to resolve any dispute arising under or in connection with these Terms through informal negotiation in the first instance.

40.2 Escalation

If the dispute is not resolved within 30 days of informal resolution being requested by either party, the dispute shall be referred to senior representatives of the parties for a further 14 days.

40.3 Mediation

If the dispute is still unresolved, the parties shall in good faith attempt to settle the dispute by mediation administered by the Centre for Effective Dispute Resolution (CEDR), in accordance with CEDR’s Model Mediation Procedure as in force from time to time.

40.4 Court proceedings

(a) After 60 days from commencement of mediation under Clause 40.3, either party may issue court proceedings in accordance with Clause 49.

(b) Nothing in this Clause 40 prevents either party from seeking interim or injunctive relief at any time.

40.5 Statutory rights preserved

Nothing in this Clause 40 affects any statutory right of the Member.

Part J — AI, Communications and Profiling

41. AI Communications — General

41.1 Channels

The Company may communicate with Members and Authorised Representatives through the AI System using any of the following channels: AI Voice (telephone), AI Email, AI WhatsApp, in-platform notifications, postal mail, or any other medium reasonably suitable for Member communications. Use of additional channels (such as Instagram, X, Telegram, SMS) is subject to the Member’s consent and the Company’s compliance with applicable law.

41.2 Types of communication

AI communications may include trade matching recommendations, Balance Health notifications, spending and earning suggestions, system updates, onboarding support, prospect outreach (subject to Clause 42 and PECR 2003), education, and notifications of network events.

41.3 Transparency

All AI-generated communications are clearly attributable to the Company and include appropriate AI disclosure where required by applicable law or by good practice.

42. AI Voice, Email and WhatsApp

42.1 AI Voice — Members

(a) AI Voice calls to Members are made on an opt-in basis. Consent is collected separately during onboarding (unbundled) or via account settings, and is not a condition of membership.

(b) The AI identifies itself and states its purpose at the start of each call.

(c) AI Voice call recordings are retained for a maximum of 12 months and processed in accordance with the Company’s privacy notice.

(d) AI Voice calling hours are 09:00–18:00 Monday to Friday (UK time) unless alternative hours are specified by the Member.

42.2 AI Voice — non-Members and prospects

The Company does not make outbound AI Voice calls to non-Members or prospects. Outbound contact with non-Members is by human agents only, in compliance with PECR 2003 Regulation 21.

42.3 AI Email — Members

(a) Legal basis: (i) performance of contract under UK GDPR Article 6(1)(b); or (ii) legitimate interest under UK GDPR Article 6(1)(f).

(b) Every AI Email includes an unsubscribe mechanism, sender identification, valid contact address and AI disclosure statement.

42.4 AI Email — prospects

AI Email to prospects is sent only on the basis of: (a) consent under UK GDPR Article 6(1)(a) and PECR Regulation 22; or (b) the soft opt-in under PECR Regulation 22(3) where applicable.

42.5 AI WhatsApp

(a) AI WhatsApp messages are sent on an opt-in basis only. Consent is collected separately and is not a condition of membership.

(b) Every AI WhatsApp message includes an opt-out mechanism (for example, reply STOP).

(c) AI WhatsApp messaging hours are 09:00–20:00 Monday to Saturday (UK time) unless alternative hours are specified by the Member.

43. Communication Preferences and Opt-Out Rights

43.1 Granular control

Members may control their communication preferences at a granular level — by channel (voice, email, WhatsApp, in-platform), by type (matching recommendations, balance health, education, etc.) and by frequency.

43.2 How to opt out

Members may opt out via: account settings on the Platform; the unsubscribe link in any email; reply STOP to a WhatsApp message; verbal opt-out during an AI Voice call; or by emailing [email protected].

43.3 Opt-out processing

Opt-out requests are processed within 48 hours. Messages already queued for delivery may still be delivered.

43.4 No detriment

Opting out of AI communications does not affect the Member’s matching priority, zone classification, Earning Cap, Trading Headroom Limit or membership status.

43.5 Essential service communications

Notwithstanding the Member’s preferences, the Company will continue to send: security alerts, material amendments to these Terms or the Fee Schedule, and legal notices.

44. AI Profiling, Automated Decisions and Human Review

44.1 Use of automated processing

The Platform uses AI for transaction matching (Clause 45), Balance Health zone classification (Clause 8), Reputation Hand scoring (Clause 46), member communications (Clauses 41–42) and risk monitoring (including Reciprocity Monitoring).

44.2 GDPR Article 22 compliance

No solely automated decision is taken that produces legal or similarly significant effects concerning a Member without one of the following: (a) contractual necessity (UK GDPR Art. 22(2)(a)); (b) the Member’s explicit consent (Art. 22(2)(c)); or (c) meaningful human involvement.

44.3 Right to human review

Members may request human review of any Automated Decision via the Platform’s review button, the Member Success team or the Data Protection contact at [email protected]. Acknowledgement is provided within 5 Business Days, and a substantive response within 20 Business Days.

44.4 Right to explanation

On request, Members are entitled to a clear, plain-language explanation of: the categories of data used; the factors that influenced an Automated Decision; the significance and consequences of the decision; and the options available to disagree or seek review.

44.5 Special category data

Special category data (within the meaning of UK GDPR Article 9) is not used in Automated Decisions. If the Company proposes to do so in the future, explicit consent will be obtained first.

44.6 Forward compliance

The Company will comply with the Data (Use and Access) Act 2025 and any subsequent amendments to UK data protection law as they come into force, including where they introduce new requirements applicable to AI and automated decision-making.

45. AI Transaction Matching

45.1 Core service

The AI System analyses, for the purposes of generating matching recommendations: listed goods and services; expense categories from the Annual Expense Analysis; transaction history; Balance Health zone classification; Reputation Hand scores; the Member’s stated preferences; geography; and anonymised network-level data.

45.2 Legal basis

Performance of contract (UK GDPR Art. 6(1)(b)) and legitimate interest (Art. 6(1)(f)).

45.3 No obligation to transact

Recommendations are suggestions only. All transactions remain voluntary, subject to Clause 16.

45.4 Fairness and non-discrimination

The AI System does not use protected characteristics within the meaning of the Equality Act 2010 in matching. The Company conducts regular algorithmic audits.

45.5 Data retention

AI Profile data is retained for the duration of membership plus 6 years (consistent with HMRC and limitation-period requirements). Active profiles are deactivated immediately on termination of membership; the underlying transaction record continues to be retained for the statutory period. Data held in respect of a Standby Account is retained for so long as the Standby Account remains on the Standby List and for 12 months thereafter, or until the holder withdraws consent, whichever is earlier.

46. Member Profiling and Reputation Hand

46.1 What is profiled

The Company profiles each Member based on: onboarding information; transaction data (volume, value, frequency, counterparties, ratings); behavioural data (responsiveness, listing maintenance); Reputation Hand inputs; Balance Health data.

46.2 Purpose

Profiling supports: AI matching recommendations; the Reputation Hand framework; Earning Cap and Trading Headroom adjustments; Balance Health zone classification; AI communications; and anonymised network-level analytics.

46.3 Member rights

Members have the right to access, rectify, erase, restrict, object to and port their personal data, in accordance with UK GDPR Articles 15–21.

46.4 Reputation Hand

Reputation Hand is a multi-dimensional reputation framework incorporating relationship quality, value delivery, execution reliability, community contribution and responsiveness. Reputation Hand scores are visible in the Member’s dashboard, and a human-readable explanation is available on request.

46.5 Data Protection Impact Assessment

A Data Protection Impact Assessment has been conducted in accordance with UK GDPR Article 35. The DPIA is dated, version-controlled and reviewed at least annually or upon any material change to profiling activities. A summary of the current DPIA is available to Members and regulators on reasonable request.

Part K — Operational Provisions

47. General Provisions

47.1 Entire agreement

These Terms (together with the Fee Schedule, the Trading Headroom Guidance, the Platform Rules, the privacy notice and any document incorporated by reference) constitute the entire agreement between the Member and the Company in respect of the Member’s membership of the Platform, and supersede all prior agreements, representations and understandings.

47.2 Severability

If any provision of these Terms (or part of any provision) is found by a court or competent authority to be invalid, unenforceable or illegal, the other provisions shall remain in force.

47.3 Waiver

A waiver of any right under these Terms is only effective if it is in writing. No delay in exercising any right operates as a waiver. A single or partial exercise of a right does not preclude any other or further exercise.

47.4 Third party rights

No person other than the parties has any rights under these Terms by virtue of the Contracts (Rights of Third Parties) Act 1999, save where expressly stated.

47.5 Assignment

(a) The Member may not assign, sub-contract or otherwise deal with its rights or obligations under these Terms without the prior written consent of the Company.

(b) The Company may assign or sub-contract its rights and obligations under these Terms to an affiliate, successor or other competent person, provided that any such assignee or sub-contractor is bound by these Terms.

47.6 Liability of unincorporated Members

(a) Where the Member is a sole trader, partnership or other unincorporated entity, the Member’s obligations under these Terms are the obligations of the individual or individuals who comprise the Member.

(b) This reflects the legal position that an unincorporated business and the natural person or persons running it are not separate legal entities for the purposes of contractual liability. A limited company or limited liability partnership has separate legal personality; a sole trader or general partnership does not.

(c) Where two or more individuals comprise an unincorporated Member, those individuals assume joint and several liability for the Member’s obligations under these Terms.

47.7 Counterparts

These Terms may be executed in counterparts (including by electronic means), each of which is an original and all of which together constitute one instrument.

47.8 No partnership

Nothing in these Terms creates a partnership, joint venture, agency or fiduciary relationship between the Company and any Member or between any Members.

48. Notices

48.1 Form

Any notice under these Terms shall be in writing and may be given by: (a) email to the address most recently notified by the recipient; (b) first-class post or recorded delivery to the recipient’s registered office or last-known business address; or (c) secure Platform message. Notices to the Company by email shall be sent to [email protected]; complaints to [email protected].

48.2 Deemed receipt

Notice is deemed received: (a) by email — at the time of transmission, save where the sender receives a delivery failure notification; (b) by first-class post — 2 Business Days after posting; (c) by recorded delivery — on actual delivery; (d) by Platform message — at the time of transmission.

49. Governing Law and Jurisdiction

49.1 Governing law

These Terms (and any dispute or claim arising out of or in connection with them, whether contractual or non-contractual) are governed by and construed in accordance with the law of England and Wales.

49.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, save that the Company may bring proceedings against the Member in any other court of competent jurisdiction in respect of the recovery of unpaid Cash Fees or amounts due under Clause 30 (Wind-Down Protocol).

50. Amendments

50.1 Amendment by the Company

(a) The Company may amend these Terms (including the Fee Schedule, the Trading Headroom Guidance, the Platform Rules, the privacy notice and any document incorporated by reference) with not less than 30 days’ prior written notice to Members.

(b) The notice shall identify the changes and the effective date.

50.2 Member’s right to terminate

A Member may terminate this Agreement before the effective date of an amendment if the Member does not wish to be bound by the amendment. Termination is by written notice to the Company; the Wind-Down Period in Clause 29.2 applies, save that it is shortened to the period until the amendment’s effective date if shorter than 90 days.

50.3 Continued use as acceptance

Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amendment.

50.4 Form of amendment

No amendment is effective unless made in accordance with this Clause 50.

50.5 Accrued discharge from the Network Participation Surcharge

An amendment under this Clause 50 does not withdraw or qualify a permanent discharge from the Network Participation Surcharge which a Member has already acquired under Clause 20.4(e) before the amendment’s effective date. Such a discharge continues for so long as the Member remains a Member, notwithstanding any subsequent amendment to the Fee Schedule, and is lost only on termination of this Agreement.

51. Consumer Rights Act 2015 — Service Standards

51.1 Standards

Although the Platform is B2B and the consumer-facing parts of the Consumer Rights Act 2015 do not apply directly, the Company commits to mirror the following CRA service standards in its provision of services to Members:

• (a) services performed with reasonable care and skill (s.49 CRA);
• (b) information given by the Company about the service which the Member relies on is treated as a term (s.50 CRA);
• (c) services performed within a reasonable time (s.52 CRA);
• (d) remedies of repeat performance and price reduction available where service standards are not met (ss.55–56 CRA).

51.2 Statutory rights

Nothing in these Terms affects any statutory right of the Member that cannot be lawfully excluded or restricted.

Schedules

Schedule 1 — Reserved (Fee Schedule)

The Fee Schedule is published separately by the Company at silvatree.co/legal/fee-schedule and is incorporated into these Terms by reference. The Fee Schedule sets out: the basis on which the Joining Fee is calculated by reference to Declared TAE; the monthly Cash Fees (including any SILVA component and any Network Participation Surcharge); the Transaction Fee rate or rates; the tolerance and basis for reconciliation under Clause 20.1(c); the surcharge methodology (where applicable) under Clause 15.2; and the Large Transaction Threshold under Clause 17.6.

The Trading Headroom Limit and Earning Cap sizing methodology is not part of the Fee Schedule. It is published separately in the Trading Headroom Guidance.

Schedule 1 is intentionally reserved within these Terms and is not embedded here, so that the Fee Schedule may be amended in accordance with Clause 50 without requiring re-execution of these Terms.

Schedule 2 — AI Balance Zone Management

This Schedule describes the AI-driven management of Member SILVA balances within the Balance Health Traffic Light System. The AI System monitors each Member’s SILVA balance relative to that Member’s Earning Cap in real time and classifies the Account into one of the zones defined in Schedule 3. The AI adjusts trade-matching weights, communication tone and escalation triggers according to zone, always operating subject to the Trading Headroom Limit (Clause 7), the Earning Cap (Clause 8), and the non-redeemability principle (Clause 5). No zone classification extends credit, creates monetary value, or alters a Member’s statutory rights.

Schedule 3 — Traffic Light Zone Definitions

Design principles:

1. The hard floor is the Trading Headroom Limit (Clause 7), not zero. The Earning Cap is a soft signal, not a transaction gate.
2. Symmetrical encouragement: low balances trigger earning support; high balances trigger spending support.
3. No punitive language: all communications use positive, opportunity-focused framing.
4. The Earning Cap is a network-health signal, not a credit limit; it does not block transactions.
5. AI-driven, human-backed: if a Member remains in a Red zone for more than 10 consecutive days, a human Trade Broker reaches out (Clause 8.6).
6. Transparency: Members can see their current zone, balance, Trading Headroom Limit and Earning Cap at all times in their dashboard.

Zone definitions are tabulated in the Balance Health Zone Definitions and may be updated by the Company from time to time, subject to Clause 50.

Key Acknowledgments

Before joining, each Member confirms that they have read and understood the following key provisions. The clause references are provided for cross-reference only and do not limit the application of the Terms as a whole.

1. SILVA is not money. SILVA is a unit of account used to record trades within the closed Silvatree network. SILVA is not legal tender, not currency, not electronic money, not a deposit, and not a financial instrument. (Clauses 5, 6)

2. SILVA cannot be redeemed for cash during membership. A Member cannot redeem, exchange or convert SILVA for cash, in any currency, at any time during membership. The only circumstances in which SILVA balances are settled in cash are the Wind-Down Protocol if Silvatree itself winds down, or the cash settlement of a remaining negative balance at the end of a Member’s Wind-Down Period. (Clauses 5.4, 29.2(c)(ii))

3. SILVA is created by trade between Members, not by Silvatree. Silvatree does not issue, allocate or grant SILVA. SILVA enters a Member’s Account only when the Member supplies goods or services to another Member, plus the limited operational mechanisms set out in the Terms. (Clause 6)

4. Trading Headroom is not a loan. Trading Headroom is the operational expression of a Member’s participation in the network’s mutual credit. It is not a loan, line of credit, overdraft or other extension of credit by Silvatree, and Silvatree is not the Member’s lender. (Clauses 2.4, 7)

5. SILVA is not transferable for cash. A Member must not buy, sell or exchange SILVA with other Members for cash, cash equivalents or any other consideration outside legitimate trade in goods or services recorded on the Ledger. (Clauses 9, 28)

6. On termination of membership or on Silvatree wind-down, balances are settled in cash at par. If a Member voluntarily terminates, any negative SILVA balance remaining at the end of the Wind-Down Period must be settled by cash payment to Silvatree within 30 days at the rate of 1 SILVA = £1; if not settled, the amount becomes a contractual debt enforceable in the ordinary way. If Silvatree winds down, all SILVA balances are settled in pounds sterling at the same 1 SILVA = £1 rate, and a Member with a negative balance must pay the cash equivalent into the Wind-Down Pot. (Clauses 29.2, 30)

7. At the end of the Wind-Down Period, any remaining positive SILVA balance is forfeited. If a Member terminates and has a positive SILVA balance at the end of the Wind-Down Period, that balance is credited to the Reserve Fund. The Member is not entitled to receive cash or any other consideration for it during the life of the Platform. (Clause 29.2(c)(i))

8. The Annual Expense Analysis provided is accurate. The Member confirms that the information provided during the Suitability Call and Annual Expense Analysis is accurate and complete to the best of their knowledge, and understands that material misrepresentation is grounds for termination. (Clauses 4.4, 29)

9. Sole trader personal liability — for sole traders and general partnerships. Because the business and the individual are not separate legal entities, the individual is personally responsible for all obligations under these Terms, including any cash settlement of a negative SILVA balance on Wind-Down. (Clause 47.6)

10. Silvatree does not take personal guarantees or run credit reference checks. Silvatree does not require a personal guarantee from the Member or from any director, partner or owner, and does not size Trading Headroom using credit reference agency data. Where the Member is a sole trader or general partnership, the individual remains personally responsible for the Member’s obligations under Acknowledgment 9 — that follows from the business’s legal form, not from any guarantee given to Silvatree. (Clauses 2.8, 2.9, 47.6)