Legal
Terms & Conditions
Version 1c — 3 June 2026.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires:
"Booking" means any arrangement, engagement or transaction between a Member and a Supplier;
"Company", "we", "us" or "our" means Pally Talk Limited (or such other entity which operates the Platform from time to time) acting under the trade of business name "Orangap";
"Completed Booking" means a Booking in respect of which:
(a) the relevant Services have been performed; and
(b) payment has been made (whether directly or indirectly and whether on or off the Platform), unless otherwise determined by the Company acting reasonably;
"Fees" means all fees payable to the Company, including subscription fees, commissions and charges;
"Intellectual Property Rights" means copyright, database rights, trade marks, patents and all other intellectual property rights, whether registered or unregistered, worldwide;
"Member" means a User who engages Suppliers and/or generates invoices via the Platform;
"Platform" means the Orangap digital marketplace and associated systems;
"Services" means provision of access to and use of the Platform;
"Supplier" means a third-party provider of services listed on the Platform;
"User" means any individual or entity accessing or using the Platform;
"White Label Invoice" means any invoice generated by a Member in its own name using the Platform.
1.2 References to "including", "includes" or similar expressions shall be construed without limitation.
2. Nature of the Platform
2.1 The Company operates the Platform as a technology marketplace facilitating connections and interactions between Users.
2.2 The Company's obligations are limited to providing access to the Platform and its functionality.
2.3 The Company does not:
(a) act as agent, broker or intermediary for any User;
(b) enter into any contract between Users;
(c) provide or receive the underlying services forming the subject of any Booking; or
(d) control, supervise or employ any Supplier.
2.4 Any Booking or transaction is entered into solely between the relevant Users, acting as independent contracting parties.
2.5 Users acknowledge and agree that they use the Platform at their own risk, and in good faith for legitimate purposes.
3. White Label Invoicing
3.1 The Platform may enable Members to generate White Label Invoices addressed to third parties.
3.2 The Company acts solely as a technical facilitator of invoice generation.
3.3 The Company does not:
(a) issue invoices in its own name;
(b) enter into any contractual relationship with any recipient of a White Label Invoice; or
(c) assume any responsibility in respect of the underlying transaction.
3.4 Each Member shall be solely responsible for:
(a) the accuracy, completeness and legality of any White Label Invoice;
(b) the pricing, margins and commercial terms applied;
(c) compliance with all applicable contractual obligations; and
(d) resolving any disputes arising in connection with such invoices.
3.5 Members shall not represent or imply that the Company is:
(a) the supplier of any goods or services; or
(b) a party to, or responsible for, any transaction.
4. Taxation and Compliance
4.1 Each User shall be solely responsible for:
(a) determining the applicable tax treatment (including VAT);
(b) issuing legally compliant invoices;
(c) accounting for and remitting taxes; and
(d) complying with all applicable laws and regulations.
4.2 The Company does not provide tax, accounting, legal or any other advice (without limitation).
5. Bookings, Fees and Payment
5.1 All Bookings are formed solely between Users.
5.2 Fees payable to the Company arise upon a Completed Booking unless otherwise stated.
5.3 Fees remain payable notwithstanding:
(a) any dispute between Users; or
(b) payment being made outside the Platform.
5.4 All sums payable are exclusive of VAT and payable without set-off, counterclaim or deduction (except as required by law).
5.5 The Company reserves the right to:
(a) invoice periodically;
(b) charge interest on overdue sums;
(c) recover reasonable costs of collection;
(d) suspend access to the Platform and/or withhold functionality where any Fees remain unpaid.
5.6 Subscription Fees and Activation
(a) Certain Suppliers may be required to pay a subscription or membership fee in order to access or use the Platform.
(b) Unless otherwise stated, invoices in respect of such subscription or membership fees are payable within 7 business days of issue.
(c) The Company reserves the right to delay activation of a Supplier's account, listing or access to the Platform until such fees have been paid in full and cleared funds received.
(d) The Company may suspend or restrict access where any such fees remain outstanding.
The Company shall have no obligation to provide any Services or grant access to the Platform until all applicable fees have been paid in full.
6. Supplier Listings and Vetting
6.1 The Company may describe certain Suppliers as "vetted".
6.2 Such description indicates only that limited checks may have been undertaken (which may include reference verification).
6.3 The Company makes no representation or warranty as to:
(a) the quality, suitability or performance of any Supplier;
(b) the accuracy or completeness of any Supplier information; or
(c) the outcome of any Booking.
6.4 Users are solely responsible for conducting their own due diligence in respect of other Users, Members or Suppliers, or the Services conducted or provided on the Platform.
6.5 Users acknowledge that they have not relied on any representation, statement or warranty made by the Company other than as expressly set out in these Terms.
6.6 Supplier Representations (including Insurance)
Suppliers may be required to provide certain confirmations when registering on the Platform, including in respect of insurance coverage.
The Company does not verify, monitor or guarantee the accuracy or validity of any such confirmations. The Company shall have no liability arising from any lack of, or deficiency in, a Supplier's insurance.
Each User acknowledges that it is solely responsible for conducting its own due diligence, including (without limitation) verifying that a Supplier holds appropriate insurance coverage where relevant.
Each Supplier warrants and represents that it maintains all insurance required by applicable law and as appropriate for the services it provides. Each Supplier shall be solely responsible for maintaining such insurance and for any claims arising from its services. The Company shall have no responsibility for verifying such insurance and shall not be liable for any loss arising from a Supplier's failure to maintain adequate insurance. Each User acknowledges that it is their responsibility to verify Supplier insurance prior to entering into any Booking.
7. Referral and Charity Scheme
7.1 The Company may operate a referral programme under which Members may refer Suppliers.
7.2 A referral commission may be payable where:
(a) a referred Supplier completes a Completed Booking; and
(b) any eligibility requirements are satisfied.
7.3 The Company may allocate a portion of any such commission to a charitable organisation.
7.4 Where a referred Supplier ceases to use the Platform, no further commission shall accrue.
7.5 The Company reserves the right to modify or terminate any referral or charity scheme at any time.
8. Off-Platform Transactions
8.1 Users shall not enter into off-platform transactions with any User introduced via the Platform for the purpose of avoiding Fees.
8.2 Any transaction occurring outside the Platform within 12 months of introduction may be deemed a Booking.
8.3 In such circumstances, the Company shall remain entitled to Fees.
8.4 For the avoidance of doubt, this applies regardless of whether the transaction is concluded directly or indirectly.
9. Intellectual Property Rights
9.1 The Company and its licensors retain ownership of all Intellectual Property Rights in the Platform.
9.2 Users retain ownership of any content submitted by them.
9.3 Users grant the Company a worldwide, non-exclusive, royalty-free licence to use such content for the purposes of:
(a) operating the Platform;
(b) developing and improving Services; and
(c) facilitating Bookings.
9.4 The Company gives no warranty as to the legal validity or enforceability of documents generated via the Platform.
10. User Obligations
10.1 Each User shall:
(a) provide accurate and complete information;
(b) comply with all applicable laws and regulations;
(c) not misuse the Platform;
(d) not infringe third-party rights (including third-party intellectual rights); and
(e) not misrepresent its identity, authority or services.
10.2 The Company reserves the right (but shall have no obligation) to remove or restrict any Supplier listing at its discretion.
11. Third-Party Services
11.1 The Platform may integrate with third-party providers (including payment providers).
11.2 The Company shall not be responsible for:
(a) the availability or performance of such services; or
(b) any act or omission of such third parties.
12. Confidentiality
12.1 Each party shall keep confidential any confidential information received from another party.
12.2 Such information shall not be disclosed or used other than as necessary to perform obligations under these Terms, unless required by law.
12.3 This obligation shall survive termination.
13. Data Protection
13.1 Each party shall comply with applicable data protection laws.
13.2 The Company shall process personal data in accordance with its Privacy Policy.
13.3 Personal data may be shared with:
(a) other Users where necessary to facilitate Bookings; and
(b) third-party providers (on a needs basis).
14. Limitation of Liability
14.1 Nothing in these Terms excludes liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence; or
(c) any liability that cannot be excluded by law.
14.2 Subject to clause 14.1, the Company shall not be liable for:
(a) any loss arising from transactions between Users;
(b) Supplier or Member performance;
(c) reliance on information provided via the Platform;
(d) use of White Label Invoices; or
(e) any indirect or consequential loss.
14.3 The Company's total aggregate liability shall not exceed the total Fees paid by the relevant User in the 12 months preceding the claim.
15. Indemnity
Each User shall indemnify the Company against all liabilities, costs and expenses arising out of:
(a) the User's use of the Platform;
(b) any transaction entered into by the User;
(c) any White Label Invoice issued by the User; or
(d) any breach of these Terms.
16. Suspension and Termination
16.1 The Company may (in its sole and absolute discretion, acting in good faith and in a commercially reasonable manner) suspend or terminate access to the Platform where it reasonably considers that a User:
(a) has breached these Terms;
(b) poses a legal, regulatory or reputational risk; or
(c) has misused the Platform.
16.2 Upon termination:
(a) outstanding Fees shall become immediately due; and
(b) provisions intended to survive shall remain in force.
17. No Partnership or Agency
Nothing in these Terms creates any partnership, joint venture or agency relationship between the parties, including between the Company and any User, Member or Supplier.
18. Assignment
18.1 Users may not assign or transfer their rights without the Company's consent in writing.
18.2 The Company may assign its rights and obligations without restriction.
19. Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior arrangements.
20. Variation
The Company may amend these Terms from time to time. Updated Terms shall apply upon publication.
21. Severance
If any provision is invalid or unenforceable, it shall be deemed modified or severed to the extent necessary.
22. Governing Law and Jurisdiction
22.1 These Terms shall be governed by the laws of England and Wales.
22.2 The courts of England and Wales shall have exclusive jurisdiction.