Work Independently.
Connect with Customers.
Build Your Success.

PART 1 — FOUNDATIONS OF THE RELATIONSHIP

1. PARTIES

1.1 This Agreement is made between:

a. LiveLines UK Ltd, a company incorporated in England and Wales (the "Company"); and

b. The individual, partnership, limited liability partnership, limited company or other business entity identified as the Operator in the Declaration to this Agreement (the "Operator").

1.2 The Company and the Operator are together referred to as the "Parties".

2. BACKGROUND

2.1 The Company operates various communication platforms, websites, applications and services that facilitate communication between customers and independent Operators.

2.2 The Operator wishes to make their services available to customers through the Company's Platforms.

2.3 The Parties acknowledge and agree that the Operator is engaged as an independent self-employed contractor carrying on business on their own account.

2.4 Nothing in this Agreement shall create an employment relationship, worker relationship, agency relationship, partnership, joint venture or fiduciary relationship between the Parties.

3. DEFINITIONS

In this Agreement:

"Agreement" means this Agreement together with all Schedules, policies and documents incorporated by reference.

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

"Company" means LiveLines UK Ltd and includes any successor, purchaser, associated company or group company.

"Customer" means any person who accesses, uses or communicates through the Platform.

"Force Majeure Event" means any circumstance beyond the reasonable control of the Company, including telecommunications failures, internet outages, power failures, cyberattacks, natural disasters, governmental action, pandemics, war, civil unrest, or regulatory restrictions.

"Operator" means the individual, sole trader, partnership, LLP, limited company or other business entity entering into this Agreement.

"Operator Platform User Guide" means the guide, policies, platform rules, compliance requirements, guidance notes and operational procedures published by the Company from time to time.

"Platform" means any website, application, telephone service, messaging service, communication platform, software system or related service operated by the Company.

"Revenue Share" means the payments set out in Schedule 1.

"Services" means any psychic, tarot, mediumship, chat, messenger, entertainment, communication or related services supplied through the Platform.

"Substitute" means a person appointed by the Operator in accordance with Clause 9.

"Trusted Psychics" includes Trusted Psychics, Trusted Psychics Australia, Trusted Psychics USA, Trusted Psychics Canada, Trusted Psychics Ireland, Trusted Psychics New Zealand and any associated brands operated by the Company.

4. APPOINTMENT

4.1 The Company may make available opportunities for the Operator to provide Services through the Platform.

4.2 The Operator accepts appointment as a non-exclusive independent contractor for the purpose of providing Services through the Platform.

4.3 The Operator shall provide the Services with reasonable skill, care and professionalism.

4.4 Nothing in this Agreement shall oblige the Company to make any work, Customers, calls, messages or revenue opportunities available.

5. INDEPENDENT CONTRACTOR STATUS

5.1 The Parties expressly agree that the Operator is an independent self-employed contractor.

5.2 The Operator is not an employee, worker, agency worker, consultant or representative of the Company.

5.3 The Operator shall be solely responsible for:

a. Income Tax;

b. National Insurance Contributions;

c. VAT (if applicable);

d. pension contributions;

e. business expenses;

f. any other taxes, levies or statutory obligations arising from payments received under this Agreement.

5.4 The Operator shall not be entitled to:

a. holiday pay;

b. sick pay;

c. maternity pay;

d. paternity pay;

e. redundancy pay;

f. National Minimum Wage;

g. National Living Wage;

h. pension contributions; or

i. any other employment-related rights or benefits.

5.5 The Operator acknowledges that they are carrying on business on their own account.

6. IDENTITY VERIFICATION AND PERSONAL DETAILS

6.1 The Operator warrants that all information supplied to the Company is true, complete and accurate.

6.2 The Operator confirms that:

a. they have provided their legal name;

b. they have provided their correct date of birth;

c. they are at least eighteen (18) years of age;

d. they have supplied valid government-issued photographic identification;

e. they have provided valid payment details.

6.3 The Company may request additional identification, proof of address, proof of age or verification documents at any time for:

a. regulatory compliance;

b. customer protection;

c. anti-fraud purposes;

d. payment verification;

e. security purposes.

6.4 Failure to provide satisfactory verification information may result in suspension or termination of access to the Platform.

7. NO MUTUALITY OF OBLIGATION

7.1 The Company is under no obligation to:

a. provide work;

b. provide Customers;

c. provide calls;

d. provide messages;

e. provide minimum revenue share payments.

7.2 The Operator is under no obligation to:

a. make themselves available;

b. accept opportunities;

c. log on to the Platform;

d. provide Services at any particular time.

7.3 The Operator may determine their own availability.

7.4 The Parties acknowledge that there is no mutual obligation to provide or accept work.

8. OPERATOR CONTROL

8.1 Subject only to regulatory requirements, Platform requirements and the Operator Platform User Guide, the Operator shall determine:

a. when Services are provided;

b. where Services are provided;

c. the equipment used;

d. the manner in which Services are provided.

8.2 The Company does not supervise, direct or control the day-to-day manner in which the Operator performs the Services.

8.3 Compliance with the Operator Platform User Guide shall not create an employment relationship and exists solely for regulatory, customer protection, security and operational purposes.

9. RIGHT OF SUBSTITUTION

9.1 The Operator may appoint a Substitute to provide the Services on the Operator's behalf. The Company's involvement is strictly limited to automated identity and age verification for legal and regulatory compliance.

9.2 Any Substitute must:

a. be over eighteen (18) years of age;

b. complete the Company's identity verification procedures;

c. agree to comply with the Operator Agreement, Operator Platform User Guide and applicable Platform Policies whilst using the Platform;

d. satisfy any legal or regulatory requirements reasonably applicable to access and use of the Platform.

9.3 The Company shall not unreasonably refuse a Substitute who satisfies the requirements of Clause 9.2.

9.4 The Parties acknowledge that any verification undertaken by the Company is carried out solely for legal, regulatory, fraud prevention, customer protection, platform security and identity verification purposes and shall not constitute approval, supervision or engagement of the Substitute as an employee, worker or contractor of the Company.

9.5 The Operator shall remain solely responsible for:

a. appointing the Substitute;

b. remunerating the Substitute;

c. the acts and omissions of the Substitute;

d. ensuring the Substitute complies with this Agreement whilst using the Platform.

9.6 The Company shall have no obligation to make any payment directly to the Substitute.

9.7 The Company shall not become a party to any agreement between the Operator and the Substitute and shall have no responsibility for appointing, engaging, supervising, directing or remunerating any Substitute. The Company's verification of a Substitute's identity, age and regulatory eligibility is carried out solely for legal, regulatory, customer protection, fraud prevention and Platform security purposes and shall not create a contractual relationship between the Company and the Substitute.

9.8 For the avoidance of doubt, when a Substitute is utilised, the Company shall process all generated fees directly to the Operator's bank account as per standard payment terms. It is the sole financial responsibility of the Operator to invoice, calculate, and distribute Revenue Share Settlements to their Substitute. The Operator acknowledges that utilising a substitute may incur personal business costs, representing a genuine financial risk to the Operator's business.

10. NON-EXCLUSIVITY

10.1 The Operator may provide services to any other person, business, platform or organisation, including competitors of the Company.

10.2 The Company shall not require the Operator to work exclusively for the Company.

10.3 The Operator may provide Services personally, through a limited company, partnership, limited liability partnership or other lawful business structure.

10.4 Nothing in this Agreement shall prevent the Operator from carrying on any other business activity.

PART 2 — PLATFORM ACCESS, ACCOUNT ACTIVATION, OPERATOR PLATFORM USER GUIDE AND REGULATORY COMPLIANCE

11. PLATFORM ACCESS

11.1 The Company may provide the Operator with access to one or more Platforms through which the Operator may make Services available to Customers.

11.2 Access to the Platform is granted solely for the purpose of providing Services in accordance with this Agreement.

11.3 The Company reserves the right to modify, suspend, restrict or withdraw access to any part of the Platform at any time.

11.4 Nothing in this Agreement guarantees that the Platform will be continuously available or free from interruption.

11.5 The Company operates a commercial communications platform and may establish reasonable commercial standards relating to the efficient and sustainable operation of the Platform. From time to time, the Company may review objective commercial metrics relating to Platform usage, customer engagement, customer demand, complaint history, regulatory compliance, revenue generation and other operational factors. Where the Company reasonably considers that continued access to the Platform is no longer commercially viable or consistent with the effective operation of the Platform, it may suspend, restrict or withdraw an Operator's access, provided that such decision is made in good faith and for legitimate commercial or regulatory reasons. Nothing in this clause shall oblige the Company to provide ongoing access to the Platform, nor shall it create any obligation upon the Operator to achieve any specific level of activity, revenue share payment or customer engagement.

12. OPERATOR ACCOUNT ACTIVATION

12.1 Before being granted access to the Platform, the Operator shall complete the Company's technical Account Activation procedures.

12.2 Account Activation may include:

a. identity verification;

b. age verification;

c. completion of compliance requirements;

d. providing platform access credentials;

e. recording greetings or profile content;

f. provision of payment details;

g. any other reasonable verification or compliance requirements.

12.3 The Parties acknowledge that Account Activation requirements are implemented solely for regulatory compliance, customer protection, fraud prevention and platform security purposes.

12.4 Completion of technical Account Activation shall not create an employment relationship or constitute employee training.

13. OPERATOR PLATFORM USER GUIDE AND PLATFORM POLICIES

13.1 The Operator acknowledges that the Company maintains an Operator Platform User Guide and Platform Policies relating to:

a. customer protection;

b. regulatory compliance;

c. Platform operation;

d. fraud prevention;

e. security;

f. customer experience standards;

g. operational requirements.

13.2 The Company may amend the Operator Platform User Guide and Platform Policies from time to time, where reasonably necessary for:

a. legal compliance;

b. regulatory compliance;

c. Ofcom requirements;

d. customer protection;

e. fraud prevention;

f. platform security;

g. operational requirements.

13.3 The Operator agrees to comply with the current version of the Operator Platform User Guide and Platform Policies as a condition of accessing the Platform.

13.4 Continued use of the Platform following publication of an updated Operator Platform User Guide or Policy shall constitute acceptance of the revised provisions.

13.5 The Operator acknowledges that the Operator Platform User Guide regulates use of the Platform and compliance requirements only and does not constitute supervision, direction or control of the manner in which Services are performed.

14. BREACH OF OPERATOR PLATFORM USER GUIDE, PLATFORM POLICIES AND COMPLIANCE REQUIREMENTS

The Company may investigate any suspected breach of this Agreement, the Operator Platform User Guide, Platform Policies or any applicable regulatory requirement. Where the Company reasonably believes that a breach has occurred, it may take such action as it considers appropriate in the circumstances, including:

(a) issuing guidance or corrective instructions;

(b) issuing a written complaint;

(c) temporarily suspending access to the Platform;

(d) restricting access to specific Platform features;

(e) requiring additional compliance or Account Activation measures to be completed; or

(f) terminating this Agreement.

In determining the appropriate action, the Company may take into account:

I. the seriousness of the breach;

II. whether the breach was deliberate;

III. any previous breaches;

IV. the potential impact on customers;

V. regulatory obligations; and

VI. any risk to the Company's reputation, business or legal compliance.

The Company reserves the right to suspend access to the Platform immediately and without prior warning where it reasonably believes that:

(a) a regulatory breach has occurred;

(b) customer safety may be at risk;

(c) fraudulent activity has occurred;

(d) false or misleading identification documents have been supplied;

(e) customer information has been improperly disclosed;

(f) the Operator has communicated with an apparent minor;

(g) the Operator has discussed illegal activities or unlawful subjects;

(h) the Operator has provided advice relating to a regulated or protected profession, including but not limited to medical, legal, financial or investment advice; or

(i) immediate suspension is necessary to protect customers, the Platform or the Company's legal or regulatory position.

Nothing in this clause shall require the Company to issue warnings before exercising its rights of suspension or termination where the Company reasonably believes immediate action is necessary.

15. REGULATORY COMPLIANCE

15.1 The Operator shall comply with:

a. all applicable laws;

b. Ofcom requirements;

c. consumer protection laws;

d. data protection laws;

e. Platform Policies;

f. the Operator Platform User Guide.

15.2 The Operator shall immediately cease any communication where required by law, regulation or Platform Policy.

15.3 The Operator shall not engage in any conduct which could expose the Company to regulatory investigation, regulatory sanction or reputational damage.

16. CUSTOMER PROTECTION

16.1 The Operator acknowledges that customer protection is a fundamental requirement of access to the Platform.

16.2 The Operator shall treat Customers fairly, respectfully and professionally at all times.

16.3 The Operator shall not:

a. mislead Customers;

b. exploit vulnerable Customers;

c. make false claims;

d. engage in abusive conduct;

e. encourage dependency upon Services.

16.4 The Company reserves the right to investigate any alleged breach of customer protection requirements.

17. AGE RESTRICTIONS

17.1 The Platform is intended solely for use by adults.

17.2 The Operator shall immediately terminate any communication where they reasonably believe a Customer:

a. is under eighteen (18) years of age; or

b. is falsely representing their age.

17.3 Failure to comply with this clause may result in immediate suspension or termination.

18. PROHIBITED SUBJECTS

18.1 The Operator shall not provide:

a. medical advice;

b. legal advice;

c. financial advice;

d. investment advice;

e. tax advice;

f. gambling advice;

g. emergency mental health advice;

h. any advice relating to a regulated profession.

18.2 The Operator shall not encourage or facilitate:

i. illegal activity;

j. criminal conduct;

k. unlawful behaviour;

l. harmful activity.

18.3 Any breach of this clause may result in immediate suspension or termination.

19. VULNERABLE CUSTOMERS AND SAFEGUARDING

19.1 Where a Customer:

a. threatens self-harm;

b. appears suicidal;

c. indicates immediate danger;

d. presents a safeguarding concern,

The Operator shall encourage the Customer to contact appropriate emergency, medical or support services.

19.2 The Operator shall comply with any safeguarding procedures contained within the Operator Platform User Guide.

20. PSYCHIC SERVICES DISCLAIMER

20.1 The Operator acknowledges that psychic readings, tarot readings, mediumship and related Services are provided for entertainment, guidance and personal insight purposes only.

20.2 The Operator shall not:

a. guarantee outcomes;

b. claim certainty;

c. represent that future events are guaranteed;

d. make misleading claims regarding accuracy.

20.3 The Operator shall conduct all Services responsibly and ethically.

21. CALL RECORDING AND MONITORING

21.1 The Operator acknowledges and agrees that the Company may record, monitor and retain:

a. telephone calls;

b. Messenger conversations;

c. chat communications;

d. profile content;

e. greetings and recordings.

21.2 Such recordings may be used for:

f. regulatory compliance;

g. fraud prevention;

h. complaint investigation;

i. quality assurance;

j. customer protection;

k. legal proceedings.

21.3 All such recordings shall remain the property of the Company.

22. LOGIN CREDENTIALS AND PLATFORM SECURITY

22.1 The Operator shall maintain the confidentiality of all login credentials.

22.2 The Operator shall not permit any third party to access the Platform using their credentials unless the third party is an approved Substitute.

22.3 The Operator shall immediately notify the Company of any suspected unauthorised access.

22.4 The Company may suspend access where it reasonably believes account security has been compromised.

23. ACCOUNT RESTRICTIONS

23.1 Unless expressly authorised in writing, an Operator may maintain only one account on the Platform.

23.2 The Company may suspend or terminate duplicate or unauthorised accounts.

23.3 For reasons of platform security, data protection compliance, and system optimisation, the Company reserves the right to deactivate and archive any user account that has remained completely inactive for forty-five (45) consecutive days. Deactivation under this clause is an administrative maintenance procedure and does not prevent the Operator from registering a new account or requesting reactivation of a contract for services in the future.

PART 3 — CUSTOMER PROTECTION, DATA PROTECTION, INTELLECTUAL PROPERTY AND BRAND PROTECTION

24. CUSTOMER OWNERSHIP

24.1 The Operator acknowledges that all Customers introduced through the Platform are customers of the Company.

24.2 Nothing in this Agreement shall grant the Operator any ownership rights in respect of any Customer relationship established through the Platform.

24.3 The Operator acknowledges that the Company has invested substantial time, resources, technology, advertising expenditure and goodwill in acquiring and maintaining its customer base.

25. CUSTOMER PROTECTION AND NON-SOLICITATION

25.1 The Operator shall not, either directly or indirectly:

a. solicit any Customer away from the Platform;

b. encourage any Customer to communicate outside the Platform;

c. request or obtain payment outside the Platform;

d. provide alternative contact details for communication outside the Platform;

e. divert Customers to another website, service or platform;

f. encourage Customers to use competing services.

25.2 Without limitation, the Operator shall not provide or promote:

a. personal telephone numbers;

b. personal email addresses;

c. social media accounts;

d. websites;

e. payment links;

f. third-party communication channels.

25.3 The Operator shall not knowingly provide services, whether directly or indirectly, to any Customer first introduced through the Platform for a period of 24 months following the Operator's last communication with that Customer through the Platform.

25.4 The Parties acknowledge that this restriction is intended to protect the Company's legitimate business interests, customer relationships and goodwill.

26. CUSTOMER INFORMATION

26.1 The Operator acknowledges that customer information is confidential and proprietary to the Company.

26.2 The Operator shall not:

a. copy customer information;

b. record customer information;

c. store customer information;

d. create customer databases;

e. use customer information for personal purposes.

26.3 Any customer information obtained by the Operator shall be used solely for providing Services through the Platform.

27. DATA PROTECTION

27.1 The Operator shall comply with:

a. the UK General Data Protection Regulation;

b. the Data Protection Act 2018;

c. all applicable privacy legislation.

27.2 The Operator shall not:

a. download customer information;

b. take screenshots of customer information;

c. retain customer information;

d. disclose customer information to third parties;

e. process customer information other than for the purpose of providing Services through the Platform.

27.3 The Operator shall immediately notify the Company of any actual or suspected data breach.

27.4 Any breach of this clause may result in immediate suspension or termination.

28. INTELLECTUAL PROPERTY

28.1 All intellectual property rights relating to the Platform shall belong exclusively to the Company.

28.2 The Operator irrevocably assigns to the Company all rights, title and interest in:

a. profile content;

b. profile descriptions;

c. audio greetings;

d. recorded calls;

e. messenger conversations;

f. chat communications;

g. recordings;

h. customer interactions;

i. content created through the Platform.

28.3 To the extent any rights do not automatically vest in the Company, the Operator grants the Company a perpetual, worldwide, irrevocable, royalty-free licence to use such content.

28.4 The Operator waives any moral rights that may arise in relation to content created through the Platform.

29. CALL RECORDINGS AND COMMUNICATION RECORDS

29.1 All call recordings, messenger & SMS conversations, chat records and related communications shall remain the exclusive property of the Company.

29.2 The Company may retain such records for:

a. regulatory compliance;

b. customer protection;

c. complaint investigation;

d. fraud prevention;

e. legal proceedings;

f. quality assurance purposes.

29.3 The Operator shall have no ownership rights in any such recordings or records.

30. WEBSITE CONTENT, PROFILES, REVIEWS AND TESTIMONIALS

30.1 The Company shall retain sole ownership and editorial control over:

a. reader profiles;

b. profile descriptions;

c. ratings;

d. customer reviews;

e. testimonials;

f. rankings;

g. promotional content;

h. website content.

30.2 The Company may create, edit, amend, moderate, publish, suspend, remove or refuse to publish any content at its absolute discretion.

30.3 The publication, removal or prominence of any profile, review or testimonial shall not form part of any revenue share payment calculation or contractual entitlement.

30.4 The Company makes no guarantee that any review, rating or testimonial will be published.

30.5 The Operator is responsible for creating and providing their own profile content. The Company reserves the editorial right to moderate or remove content strictly to ensure compliance with Ofcom regulations, consumer protection laws, and platform safety standards.

31. BRANDING AND TRADEMARKS

31.1 All branding associated with the Company, including LiveLines UK Ltd and Trusted Psychics, shall remain the exclusive property of the Company.

31.2 The Operator shall not use any Company branding, trademarks, logos, domain names or marketing materials outside the Platform without prior written consent.

31.3 Nothing in this Agreement grants the Operator any ownership interest in any Company intellectual property.

32. SOCIAL MEDIA AND PUBLIC STATEMENTS

32.1 The Operator may state that they provide services through the Platform.

32.2 The Operator shall not:

a. misrepresent their relationship with the Company;

b. claim to represent the Company;

c. make false statements concerning the Company;

d. publish material likely to damage the reputation of the Company, Trusted Psychics or any associated business.

32.3 The Company reserves the right to investigate any conduct which may adversely affect its reputation or goodwill.

33. OVERSEAS OPERATORS

33.1 Applications from overseas Operators may be accepted at the Company's discretion.

33.2 Acceptance of any Operator application shall remain subject to:

a. legal requirements;

b. regulatory requirements;

c. operational requirements;

d. payment processing requirements;

e. compliance requirements.

33.3 The Company reserves the right to restrict access from any jurisdiction at any time.

PART 4 — REVENUE SHARE, PAYMENTS, REFUNDS, FRAUD INVESTIGATIONS AND FINANCIAL MATTERS

34. REVENUE SHARE ARRANGEMENT

34.1 The Operator shall receive Revenue Share Settlements in accordance with Schedule 1.

34.2 The Parties acknowledge that the revenue share arrangement is based upon customer usage of the Platform.

34.3 The Company does not guarantee:

a. any minimum revenue;

b. any minimum number of Customers;

c. any minimum number of calls;

d. any minimum number of messages or conversations;

e. any minimum level of revenue share payments.

34.4 Revenue share rates may be amended from time to time in accordance with Schedule 1.

34.5 The Operator acknowledges that revenue share payments may fluctuate depending upon customer demand, customer activity, seasonal factors and other commercial circumstances.

35. PAYMENT OF REVENUES

35.1 Revenue statements shall normally be made available electronically through the Platform.

35.2 Payments shall normally be made using the Operator's nominated payment method.

35.3 The Company shall not be liable for delays caused by:

a. banking systems;

b. payment processors;

c. verification procedures;

d. technical issues;

e. force majeure events.

35.4 The Operator shall be responsible for maintaining accurate payment details.

36. PAYMENT DISPUTES

36.1 The Operator shall review all revenue statements promptly upon publication.

36.2 Any dispute relating to:

a. payment calculations;

b. revenue calculations;

c. deductions;

d. revenue share calculations;

must be submitted in writing to support@livelinesuk.com within fourteen (14) days of publication of the relevant statement.

36.3 The Company may investigate any dispute and request supporting information.

36.4 If no dispute is raised within fourteen (14) days, the statement shall be deemed accepted by the Operator and shall become final and binding.

36.5 The Company's determination of any payment dispute shall be final, provided it has acted reasonably and in good faith.

37. CUSTOMER COMPLAINTS

37.1 The Company may investigate any customer complaint.

37.2 For the purpose of any investigation, the Company may:

a. review call recordings;

b. review Messenger or SMS conversations;

c. review chat records;

d. request a written response from the Operator;

e. request supporting information;

f. review compliance records.

37.3 The Operator shall co-operate fully with any investigation.

37.4 The Company shall determine complaints in good faith and may take any action permitted by this Agreement.

38. REFUNDS, CREDITS AND CHARGEBACKS

38.1 The Company may issue refunds, credits or customer adjustments where it reasonably considers it appropriate to do so.

38.2 The Company may deduct any refund, credit or chargeback from:

a. future revenues;

b. accrued revenues;

c. unpaid balances.

38.3 The Company may recover any refund, credit or chargeback amount previously paid to the Operator.

38.4 The Company may offset any sums owed by the Operator against future revenues.

39. NEGATIVE BALANCES

39.1 Where deductions exceed revenues otherwise payable, a negative balance shall arise.

39.2 The Operator shall repay any negative balance within fourteen (14) days of written demand.

39.3 The Company may continue to offset any negative balance against future revenues until fully repaid.

40. FRAUD INVESTIGATIONS

40.1 The Company may investigate any suspected fraudulent activity.

40.2 Fraudulent activity includes, without limitation:

a. call manipulation;

b. artificial call inflation;

c. self-generated calls;

d. coordinated activity designed to inflate revenues;

e. fraudulent use of the Platform;

f. false identity information;

g. payment fraud;

h. account sharing.

40.3 During any investigation, the Company may:

a. suspend access to the Platform;

b. withhold revenues;

c. request documents;

d. request explanations;

e. restrict Platform access.

40.4 The Company may terminate this Agreement immediately where it reasonably believes fraudulent activity has occurred.

41. REVENUE WITHHOLDING

41.1 The Company may temporarily withhold revenues where reasonably necessary during:

a. fraud investigations;

b. regulatory investigations;

c. customer complaint investigations;

d. identity verification investigations;

e. legal proceedings.

41.2 Revenues shall be released when the Company reasonably considers the matter resolved.

42. AUDIT AND VERIFICATION RIGHTS

42.1 The Company may request documents reasonably required to verify:

a. identity;

b. age;

c. payment details;

d. compliance with this Agreement;

e. suspected fraud.

42.2 The Operator shall provide such documents within a reasonable period.

42.3 Failure to provide requested documentation may result in suspension or termination.

43. HMRC AND TAX STATUS ENQUIRIES

43.1 The Operator shall co-operate with any enquiry, investigation or request for information relating to their status as an independent self-employed contractor.

43.2 The Operator shall provide such information and documentation as may reasonably be required by the Company in connection with:

a. HMRC enquiries;

b. tax investigations;

c. employment status investigations;

d. regulatory enquiries.

43.3 The Operator acknowledges that they are responsible for their own taxation affairs.

44. DORMANT ACCOUNTS

44.1 The Company may suspend or close any account that has remained inactive for forty-five (45) consecutive days. For reasons of platform security, data protection compliance, and system optimisation, the Company reserves the right to deactivate and archive any user account that has remained completely inactive for forty-five (45) consecutive days. Deactivation under this clause is an administrative maintenance procedure and does not prevent the Operator from registering a new account or requesting reactivation of a contract for services in the future.

44.2 Closure of an account shall not affect any accrued rights or liabilities.

45. UNCLAIMED REVENUES

45.1 Where revenues remain unpaid due to:

a. invalid payment details;

b. failure to claim payment;

c. inability to contact the Operator;

the Company shall retain such revenues for a period of twelve (12) months.

45.2 Any revenues remaining unclaimed after twelve (12) months may be treated as forfeited.

45.3 The Operator shall have no further entitlement to such revenues following forfeiture.

46. INSOLVENCY EVENTS

46.1 The Company may terminate this Agreement immediately where the Operator:

a. becomes bankrupt;

b. enters into an Individual Voluntary Arrangement;

c. enters administration;

d. enters liquidation;

e. ceases trading;

f. becomes unable to pay debts as they fall due.

46.2 Where the Operator is a company, partnership or LLP, this clause shall apply to the relevant business entity.

PART 5 — LIABILITY, TERMINATION AND GENERAL LEGAL PROVISIONS

47. LIMITATION OF LIABILITY

47.1 Nothing in this Agreement shall exclude or limit liability where such liability cannot lawfully be excluded or limited.

47.2 Subject to Clause 47.1, the Company shall not be liable to the Operator for:

a. loss of profits;

b. loss of revenue share payments;

c. loss of business opportunity;

d. loss of goodwill;

e. loss of anticipated savings;

f. indirect losses;

g. consequential losses;

h. special losses.

47.3 The Company makes no guarantee regarding:

a. customer demand;

b. platform availability;

c. customer numbers;

d. revenue share payment levels;

e. revenue generation.

47.4 The Operator acknowledges that use of the Platform is undertaken at their own commercial risk.

47.5 To the maximum extent permitted by law, the Company's aggregate liability arising out of or in connection with this Agreement shall not exceed the total revenues paid to the Operator during the six (6) months immediately preceding the event giving rise to the claim.

48. OPERATOR INDEMNITY

48.1 The Operator shall indemnify and keep indemnified the Company, its officers, directors, employees, contractors and associated businesses against any claims, losses, liabilities, penalties, costs or expenses arising from:

a. breach of this Agreement;

b. breach of the Operator Platform User Guide;

c. breach of applicable laws or Platform Policies;

d. breach of Ofcom requirements;

e. fraudulent conduct;

f. false representations;

g. customer claims arising from the Operator's conduct;

h. data protection breaches caused by the Operator;

i. misuse of customer information;

j. tax liabilities attributable to the Operator;

k. PAYE, National Insurance Contributions, interest, penalties or assessments arising in relation to the Operator;

l. any act or omission of a Substitute.

48.2 The Operator shall indemnify the Company against any claim that the Operator is an employee, worker or agency worker of the Company.

49. REPUTATION PROTECTION

49.1 The Operator shall not engage in conduct likely to damage the reputation, goodwill or commercial interests of:

a. LiveLines UK Ltd;

b. Trusted Psychics;

c. any associated business of the Company.

49.2 This clause shall not prevent the Operator from making truthful statements or complying with legal obligations.

50. SUSPENSION

50.1 The Company may immediately suspend access to the Platform where it reasonably believes:

a. a serious breach of this Agreement has occurred;

b. customer safety may be at risk;

c. fraud is suspected;

d. regulatory concerns exist;

e. further investigation is required.

50.2 Suspension may be imposed with or without prior notice.

50.3 Suspension shall not limit any other rights available to the Company.

51. TERMINATION

51.1 Either Party may terminate this Agreement at any time.

51.2 The Company may terminate immediately where:

a. the Operator commits a serious breach of this Agreement;

b. fraud is suspected or established;

c. false identification information is supplied;

d. customer information is misused;

e. regulatory obligations are breached;

f. the Operator communicates with an apparent minor;

g. illegal activity is discussed or encouraged;

h. the Operator provides prohibited advice;

i. the Operator becomes subject to an insolvency event.

51.3 Termination shall not affect accrued rights or liabilities.

52. DEATH OR INCAPACITY

52.1 This Agreement shall automatically terminate upon:

a. the death of an individual Operator, or

b. the Operator becoming permanently incapable of performing the Services.

52.2 The Company shall have no further obligations following such termination other than payment of any properly accrued revenues.

53. FORCE MAJEURE

53.1 The Company shall not be liable for any failure or delay arising from events beyond its reasonable control.

53.2 Such events include:

a. telecommunications failures;

b. internet outages;

c. power failures;

d. cyber-attacks;

e. governmental actions;

f. regulatory actions;

g. natural disasters;

h. pandemics;

i. war;

j. civil unrest.

53.3 During any Force Majeure event, the Company's obligations shall be suspended to the extent affected.

54. ASSIGNMENT

54.1 The Company may assign, transfer, novate or otherwise dispose of its rights and obligations under this Agreement to:

a. any associated company;

b. any group company;

c. any purchaser of the business;

d. any successor business.

54.2 The Operator may not assign, transfer or dispose of their rights under this Agreement without prior written consent.

55. NOTICES

55.1 Any notice under this Agreement may be served:

a. by email;

b. through the Operator Portal;

c. by post.

55.2 Notices shall be deemed received:

a. immediately if sent through the Operator Portal;

b. on transmission if sent by email;

c. two Business Days after posting if sent by first-class post.

56. ENTIRE AGREEMENT

56.1 This Agreement constitutes the entire agreement between the Parties.

56.2 The Operator acknowledges that they have not relied upon any representation not expressly contained in this Agreement.

57. VARIATION

57.1 The Company may amend this Agreement where reasonably necessary for:

a. legal compliance;

b. regulatory compliance;

c. operational requirements;

d. customer protection.

57.2 Continued use of the Platform following publication of an updated Agreement shall constitute acceptance of the amended terms.

58. SEVERABILITY

58.1 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

59. WAIVER

59.1 Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

60. THIRD PARTY RIGHTS

60.1 Except as expressly provided, no third party shall have any right to enforce any provision of this Agreement.

61. NO EMPLOYMENT RIGHTS

61.1 The Parties acknowledge that the Operator is an independent self-employed contractor.

61.2 Nothing in this Agreement shall create:

a. an employment relationship;

b. a worker relationship;

c. an agency worker relationship;

d. a partnership.

61.3 The Operator acknowledges that they are carrying on business on their own account.

62. GOVERNING LAW AND JURISDICTION

62.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

62.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising from or connected with this Agreement.