Terms & Conditions

Version: 1.0 | Effective Date: 26 January 2026

1. INTRODUCTION AND PARTIES

This Agreement ("Agreement") is made between Stack Solutions HQ Limited, a company registered in England and Wales (Company No. 14629007), with its registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ ("Company", "We", "Us"), and the independent freelance consultant ("Consultant", "You") who registers to use the Stack Solutions Platform.

2. NATURE OF RELATIONSHIP (IR35 & EMPLOYMENT STATUS)

2.1 Self-Employed Status

You explicitly acknowledge that you are a self-employed independent contractor in business on your own account. You are not an employee, worker, agent, or partner of the Company for the purposes of the Employment Rights Act 1996 or the Income Tax (Earnings and Pensions) Act 2003.

2.2 No Mutuality of Obligation

The Company is under no obligation to offer you work or leads, and you are under no obligation to accept any specific sales campaign or lead offered through the Platform.

2.3 Right of Substitution

You have the right to appoint a suitably qualified substitute to perform the Services on your behalf, provided the Company verifies the substitute's identity and they agree to these Terms.

2.4 Taxation

You are solely responsible for all Income Tax and National Insurance Contributions (NICs) due on payments made to you. You agree to indemnify the Company against any liability, assessment, or claim made by HMRC regarding your employment status.

3. THE SERVICES AND PLATFORM USE

3.1 Marketplace Access

The Company grants you a revocable, non-exclusive license to use the Platform to access product portfolios ("Products") and register leads for SME hospitality customers ("Services").

3.2 Lead Registration & Exclusivity

Leads registered on the Platform are time-stamped. You have a 30-day exclusivity period to convert a registered lead. After this period, the lead returns to the open marketplace.

3.3 Customer Verification

You must ensure all Customer data submitted (including SME business name, authorised signatory, and contact details) is accurate and obtained with the Customer's explicit consent.

4. COMMISSION, PAYMENTS, AND CLAWBACK

4.1 Commission Trigger

Commissions are strictly "Success-Based." Payment is triggered only upon a "Confirmed Conversion," defined as:

(a) The Customer signing a binding contract with the Product Partner; AND

(b) The Product Partner validating the sale (e.g., successful installation or first payment received).

4.2 Payment Schedule

Validated commissions are paid monthly via bank transfer. Self-billing invoices will be generated by the Platform on your behalf.

4.3 Clawback Policy

The Company reserves the right to reclaim (clawback) any commission paid if:

(a) The Customer cancels the contract within 90 days of signing (the "Clawback Period");

(b) The sale is found to be fraudulent or mis-sold;

(c) The Product Partner issues a chargeback to Stack Solutions.

Clawback Mechanism: We may set off the clawback amount against any future commissions due to you. If no future commissions are due, you agree to repay the amount within 14 days of invoice.

5. CONSULTANT WARRANTIES AND CONDUCT

5.1 Anti-Bribery

You shall comply with the Bribery Act 2010. You must not offer kickbacks, illicit payments, or unauthorized discounts to Customers.

5.2 Non-Circumvention

You agree not to bypass the Platform to negotiate directly with our Product Partners regarding any lead or customer introduced through the Platform. This restriction applies during your engagement and for 12 months thereafter.

5.3 Equipment

You are responsible for providing your own equipment (phone, tablet, vehicle) and insurance (Professional Indemnity and Public Liability) suitable for your operations.

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1 Limitation

To the fullest extent permitted by law, the Company shall not be liable for any loss of profit, loss of business, or indirect/consequential damages. Our total liability to you shall be limited to the total commission paid to you in the 3 months preceding the claim.

6.2 Indemnity

You agree to indemnify, defend, and hold harmless Stack Solutions HQ Limited and its directors against all claims, liabilities, costs, and expenses (including legal fees) arising from:

(a) Your breach of these Terms;

(b) Any negligent or fraudulent act by you;

(c) Your failure to pay appropriate taxes.

7. TERMINATION

7.1 Immediate Termination

We may terminate your account immediately without notice if you breach the Community Guidelines, commit fraud, or lose your right to work in the UK.

7.2 Notice

Either party may terminate this agreement for convenience with 7 days' written notice.

8. GOVERNING LAW

These Terms are governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction.