Client Review Platform — Terms of Use & Review Guidelines (Working Draft v0.1)

Status: working draft for legal review. This is structural drafting to take to a solicitor, not final legal text and not legal advice. Every clause below should be reviewed and approved by a defamation/IP solicitor and a data-protection adviser before launch. See the companion solicitor briefing for the specific questions.

PART A — Review Guidelines

The rules a contributor must follow to write an acceptable review. These are incorporated into the Terms of Use by reference.

A1. Who can write a review

You must be a verified member (an agency, consultant or freelancer).
You may only review a client company you have actually worked with on a completed engagement.
You may not review based on a pitch, a negotiation, a test project, or any preliminary interaction.
You may not review a client if you were the party who underperformed (for example, you delivered late or negligently).
You may not use this platform to threaten a client into paying or behaving differently.

A2. What you may review

The company's conduct and the working relationship only.
In scope: payment behaviour, brief and scope clarity, communication, decision-making, collaboration and respect for your expertise, expectation realism, and access to assets, approvals and people.
Out of scope and not permitted: named individuals at the client; anything you did not experience first-hand; hearsay or third-party reports; commercial information you are not entitled to share.

A3. How to write it

Keep reviews objective and businesslike. Prefer verifiable fact over emotion.
Your comment must explain the scores you gave. It is not a place for general commentary about the company.
The platform reviews every submission before publication and may edit or remove hearsay, emotive language, unverifiable claims or potentially defamatory content, or decline to publish.
Frame your experience as your opinion. Do not state contested matters as established fact.

A4. Frequency and fairness

One review per client per twelve months, and only where you have done fresh work with them since your last review.
No self-reviews by a client or its representatives.
Payment scoring applies a 10-day grace period before payment counts as late, and does not penalise shortfalls caused solely by bank or transfer fees.

A5. Reviewing a solo operator or sole trader

Where the client company is effectively one person, special rules apply because the company's reputation and an individual's reputation are the same thing:

Your structured scores will publish in the normal way.
Your written comment will be withheld and will only publish if a human moderator clears it. If it is not cleared, the entry remains quantitative-only.
You will see a warning before posting a narrative review asking you to confirm you want to post a full review about a solo operator.
The operator is given a longer window to reply or challenge than a larger company receives.

A6. Verification of your engagement

You must verify the engagement before the review can enter the queue:

Every review, at any value: you must supply a client point of contact (name, role, email). This contact is notified and is how the company is given the opportunity to reply or challenge. Under £2,500 it also serves as the proof of the engagement.
Engagements of £2,500 or more: you must additionally upload a redacted contract or invoice as the primary proof of the engagement; the client point of contact is still required, as a secondary verification point. This document is held only for verification, then destroyed. Once verified, your review carries a "Verified by company documentation" flag.
You warrant that you are entitled to share any document you upload and that you have redacted it appropriately.

A7. What happens after you submit

Sense-check. An automated screen runs, then a human moderator reviews flagged items, first-time reviews, and all solo-operator narratives.
Holding period. The review is queued and the client point of contact is notified. A 7 or 14-day clock starts (longer for solo operators).
Publication or challenge. If the client does not respond in the window, the review becomes visible to members. If the client raises a challenge, the review is made invisible pending resolution.
What members see. In the directory, members see the company name and a review count only. The reviews and the derived scores are visible only on opening the record, behind give-to-get.
After a reply. Once a client has replied to a review, the review cannot be edited, and removing it requires both parties to agree or a staff ruling that a specific factual error stands.

PART B — Terms of Use

The platform's terms for members. Working draft for legal review.

B1. Nature of the service

1.1 The platform is a members-only service that hosts opinions contributed by service providers about the client companies they have worked with. It is provided to help members make their own onboarding decisions.

1.2 Content on the platform is not published to the general public and is visible only to vetted members.

1.3 The platform does not endorse, adopt or independently verify any contributor's opinion.

B2. Entries are opinions, not statements of fact

2.1 Each entry reflects the honest opinion and first-hand experience of the contributor who made it. Entries are not confirmed or verified by the platform except as to the existence of the engagement (see B6).

2.2 Members must form their own view and must not treat any entry, score or aggregate as a statement of fact about any company.

2.3 The platform refers to contributions as reports or entries rather than ratings, reflecting their nature as individual opinion.

B3. Membership and accounts

3.1 Membership is restricted to verified agencies, consultants and freelancers. The platform may verify identity and standing and may refuse or revoke membership.

3.2 You are responsible for activity under your account and must keep your details accurate.

B4. Acceptable content

4.1 By contributing, you agree to follow the Review Guidelines (Part A), which form part of these Terms.

4.2 You must not contribute content that: is false or misleading; is based on hearsay or matters you did not experience first-hand; identifies or targets named individuals; is defamatory, harassing, threatening or discriminatory; discloses personal data or confidential information you are not entitled to share; or explicitly instructs others not to work with a company.

4.3 You warrant that each review you submit is first-hand, true to your own experience, and lawful.

B5. Moderation and editing

5.1 The platform reviews every submission before publication and may edit, withhold or refuse content, in particular to remove hearsay, emotive language, unverifiable claims or potentially defamatory material.

5.2 The platform operates a notice, right-of-reply and dispute process for companies that are the subject of a review (see B7). Contested entries are made invisible pending resolution.

B6. Verification and document handling

6.1 The platform verifies the existence of an engagement before a review is queued. A client point of contact is required for every review (and is how the company is notified); for engagements of £2,500 or more, redacted documentation is additionally required.

6.2 Any verification document is held only for as long as needed to verify the engagement and is then destroyed. A successfully verified review carries a "Verified by company documentation" flag. The flag confirms only that documentation was seen, not the content of the review.

6.3 You warrant you are entitled to share any document you upload and have redacted it appropriately.

B7. Rights of a reviewed company

7.1 A reviewed company may claim its profile, receives notice of a review before it goes live, has a right of reply, and may challenge a review.

7.2 Where a challenge identifies a specific factual error, the platform will correct or remove the affected content. Disagreement with an opinion does not remove a review; the company's reply is attached instead.

7.3 Once a company has replied to a review, the review cannot be edited, and removal requires the agreement of both parties or a staff ruling on a factual error.

7.4 Serious payment matters are handled through a separate, more sensitive process, visible only to platform staff and the company, with notice before any wider visibility.

B8. Licence to content

8.1 You grant the platform a non-exclusive, worldwide, royalty-free licence to host, store, moderate, edit, display and retain the content you submit, including after your account closes, for the operation of the service.

B9. Data protection

9.1 The platform processes personal data, including the client point-of-contact details you supply and, transiently, verification documents, in accordance with UK data protection law and its Privacy Notice.

9.2 The lawful basis, retention periods, the notice given to client contacts, and the handling of erasure and objection requests are set out in the Privacy Notice. (To be finalised with the data-protection adviser.)

B10. Liability

10.1 The platform is a neutral host of members' opinions. To the fullest extent permitted by law, it disclaims any warranty as to the accuracy, completeness or reliability of any entry, score or aggregate.

10.2 To the fullest extent permitted by law, the platform excludes liability for indirect or consequential loss, and caps its total liability at the fees paid by the member in the preceding 12 months. (Enforceability against business users to be confirmed with counsel.)

B11. Indemnity

11.1 You indemnify the platform against claims arising from content you contribute in breach of these Terms, including any claim that a review was not first-hand, was untrue, or was unlawful.

B12. Suspension and termination

12.1 The platform may suspend or terminate membership for breach of these Terms, repeat violations, or misuse.

12.2 Where two non-payment reports from unrelated members concern the same company, the platform may review that company's standing.

B13. Governing law

13.1 These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. (Confirm with counsel; revisit if the platform serves non-UK members.)

B14. Changes

14.1 The platform may update these Terms and will notify members of material changes.

End of working draft. Do not publish without solicitor and data-protection sign-off.