Q Bend Limited (trading as Downsizr)
Company Number: 16792208
Last Updated: 17 April 2026
1.1 These Partner Terms form a binding agreement between you (the "Partner") and Q Bend Limited (company no. 16792208), trading as Downsizr ("we", "us", "Downsizr"), whose registered office is 71-75 Shelton Street, London WC2H 9JQ, United Kingdom.
1.2 By clicking to accept these Partner Terms, creating or continuing to operate a Partner account, or providing services via Downsizr, you confirm you have read, understood, and agree to be bound by:
(a) these Partner Terms;
(b) the Downsizr Terms of Service (the "Main Terms") — the consumer-facing agreement governing all Users — except that for B2B matters these Partner Terms prevail where inconsistent;
(c) the Privacy Policy; and
(d) any category-specific or feature-specific addenda we publish.
1.3 If you are an individual accepting these Partner Terms on behalf of a business, you warrant that you have authority to bind that business. References to "you" include the business.
1.4 You are a Trader. The consumer protections of the UK Consumer Rights Act 2015 and the California Consumers Legal Remedies Act (and equivalent state statutes) do not apply to this B2B relationship.
In these Partner Terms, capitalised terms have the meanings given in the Main Terms unless defined below.
"Category" means the service category in which the Partner is admitted (for example, local partner buyer, auction house, charity, disposal provider, logistics).
"Downsizr Marks" means the Downsizr name, logo, and any other trade marks or branding.
"Escrow" means funds captured by the Downsizr platform via Stripe Connect and released on the occurrence of a contractually defined trigger.
"Partner Category Addendum" means category-specific obligations published from time to time (for example, waste-carrier licence requirements for disposal providers).
"Partner Data" means data provided by the Partner about itself, its business, and its offerings.
"Platform Commission" means the commission payable to Downsizr on Transactions, as set out in the Main Terms (currently 12% on Direct Purchase, 8% on Consignment/Auction, 10% on Disposal — see Main Terms section 6.2 for the full schedule).
"Professional" has the meaning given in the Main Terms — a downsizing-services business using the Services to manage Items on behalf of end clients.
"Services" has the meaning given in the Main Terms.
"Transaction" has the meaning given in the Main Terms.
3.1 Admission to the Partner programme is conditional on you:
(a) being a legally registered business in the United Kingdom or the United States, and remaining so;
(b) providing complete and accurate information on signup, including business registration number (Companies House UK / state registry US), registered name, contact details, category, and address;
(c) submitting evidence of insurance where your category requires it (section 7);
(d) providing any category-specific licences required (section 4);
(e) accepting these Partner Terms by click-wrap acceptance;
(f) completing any Stripe Connect onboarding we require for payouts.
3.2 We apply minimum objective criteria to admission. Meeting the criteria does not entitle you to admission: we may refuse admission for any lawful reason, and our decision is final.
3.3 Admission is not an endorsement. We make no representation to any User that you are qualified, reliable, or suitable for any particular purpose. Users rely on their own due diligence.
3.4 You must have, maintain, and operate under at most one Partner account (or Professional account) per business, save with our written agreement.
4.1 You will be admitted to one or more Categories listed in the Partner dashboard (for example, "local partner buyer — antiques", "disposal — waste collection", "charity — donation collection", "logistics — domestic courier").
4.2 Certain Categories carry category-specific obligations, including:
| Category | Mandatory requirements |
|---|---|
| Auction houses | Registration in England and Wales or in the US state of operation; insurer for goods in transit; any required auctioneer licence. |
| Antique dealers and buyers | Proof of trade-body membership (LAPADA, BADA, ABAA, or equivalent) or two business references. |
| Waste / disposal | Environment Agency waste carrier licence (UK); state Department of Environmental Quality licence or equivalent (US). Evidence uploaded and kept current. |
| Charities | Registered charity number (Charity Commission for England and Wales; IRS 501(c)(3) letter for US). |
| Firearms or other restricted goods | Firearms dealer certificate or equivalent state licence; compliance with all export-control laws. |
| Pharmaceuticals or controlled substances | GPhC, FDA, or state pharmacy board registration. |
| Logistics (local couriers) | Valid vehicle insurance; goods-in-transit cover; public liability policy of at least 1,000,000 GBP / 1,000,000 USD. |
4.3 Category-specific obligations are operational and may be amended by Partner Category Addendum published on the Services. Amendments take effect 30 days after publication.
4.4 You must operate only within the Categories to which you are admitted. Operating outside your admitted Categories is a material breach.
5.1 You represent and warrant to Downsizr, on signup and continuously throughout your use of the Services, that:
(a) you are legally constituted and validly existing under the law of your jurisdiction of registration;
(b) you have full power and authority to enter into and perform these Partner Terms;
(c) your performance of these Partner Terms does not breach any other agreement, law, or regulation;
(d) you have all necessary licences, authorisations, registrations, and insurances required for your Category;
(e) all information you supply to Downsizr is true, complete, and not misleading;
(f) you have not been the subject of any regulatory enforcement, disqualification, or restriction relevant to your Category within the last five years;
(g) you will comply with all applicable laws, including consumer law, anti-money-laundering law, export-control law, data-protection law, sanctions regulations, and any industry-specific regulation applicable to your Category;
(h) you will not engage in, or be party to, fraud, bribery, corruption, or anti-competitive conduct in connection with the Services;
(i) you will not discriminate against any User on any legally protected basis.
6.1 You must notify Downsizr in writing at legal@downsizr.com within three (3) calendar days of:
(a) any licence, authorisation, or insurance lapsing, being cancelled, restricted, or not renewed;
(b) any investigation, enforcement action, claim, or formal complaint by a regulator, consumer body, trade association, or court;
(c) any insolvency event, including a winding-up petition, administration, CVA, or equivalent in your jurisdiction;
(d) any change in control, substantial shareholding, ultimate beneficial ownership, or directorship;
(e) any breach of these Partner Terms that you become aware of.
6.2 Failure to notify as required by section 6.1 is a material breach.
6.3 We may require updated evidence of licences, insurance, and registrations at any time on 15 calendar days written notice. You must supply the evidence within that notice period.
7.1 Where your Category involves taking possession, collection, or transit of an Item, you must maintain:
(a) Public liability insurance with limit of indemnity of at least 1,000,000 GBP / 1,000,000 USD per claim;
(b) Goods-in-transit insurance proportionate to the highest Item value you are likely to handle (minimum 50,000 GBP / 60,000 USD unless we agree otherwise in writing);
(c) Professional indemnity insurance where your Category involves valuation, advice, or appraisal (minimum 250,000 GBP / 300,000 USD).
7.2 You must provide a copy of the current policy certificate on signup, with the policy expiry date. You must submit a renewed certificate no later than the expiry date of the prior policy.
7.3 Additional insured endorsement. Within 30 days of signup (or of first renewal, whichever is earlier), you must procure a policy endorsement naming Q Bend Limited as an additional insured on your public liability policy. You must deliver a copy of the endorsement to us. The typical insurer cost for such an endorsement is nominal.
7.4 Failure to maintain insurance as required, or failure to deliver an additional-insured endorsement, is a material breach.
8.1 You will perform the Services for Users promptly, professionally, and in accordance with these Partner Terms and applicable law.
8.2 Unless otherwise agreed with the Owner or as set out in a Partner Category Addendum, you will:
(a) respond to a quote request within 48 working hours;
(b) confirm collection or dispatch arrangements within 24 working hours of quote acceptance;
(c) complete collection within 21 calendar days of quote acceptance, absent Owner-caused delay;
(d) keep the Owner informed of material status updates via the Services;
(e) not cancel a confirmed quote without reasonable cause or the Owner's agreement.
8.3 Your service standards must meet those of a competent and experienced provider in your Category in the jurisdiction where you operate.
9.1 Quotes you submit via the Services are binding offers to the Owner on the terms stated, conditional only on the Owner's acceptance and any express condition in the quote.
9.2 Once the Owner accepts your quote, a binding contract for the Transaction is formed between you and the Owner, subject to these Partner Terms and the Main Terms. Downsizr is not a party to that Transaction, save as set out in section 5.3 of the Main Terms (global carrier logistics).
9.3 You may not make a material change to a quote once accepted without the Owner's written agreement via the Services.
9.4 You must not solicit payment or contract terms outside the Services. See section 13 (non-solicitation).
10.1 Platform Commission. Downsizr receives Platform Commission on each Partner Transaction as set out in the Main Terms.
10.2 Payment flow. Payments are processed via Stripe Connect. Funds are routed directly to your Stripe-connected account, with Downsizr's Platform Commission collected as an application fee at source. You do not separately remit commission to Downsizr.
10.3 Escrow. Where the Transaction category involves an Escrow hold (for example, consignment sales), funds are held under the Stripe Connect escrow mechanism until the contractual release trigger (collection confirmed, sale confirmed, or as otherwise specified). You must not treat Escrow funds as received income until release.
10.4 Chargebacks and refunds. Chargebacks and refunds on Partner Transactions are handled in accordance with the Dispute Resolution Policy (Part VI of the Main Terms). You are responsible for:
(a) any refund or partial refund determined by an Administrator or by final award;
(b) any chargeback arising from your acts or omissions;
(c) any Stripe fees associated with the above.
Downsizr may set off unpaid amounts from any payment due to you and may suspend payouts pending resolution of an outstanding Dispute or chargeback.
10.5 Deductions. We may deduct from amounts due to you:
(a) Platform Commission;
(b) Stripe fees;
(c) refunds, chargebacks, or sums payable to Users under section 11 indemnities;
(d) amounts owed by you to Downsizr under these Partner Terms.
11.1 You indemnify, defend, and hold harmless Downsizr and its officers, directors, employees, agents, successors, and assigns against any and all claims, losses, liabilities, costs, damages, fines, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) your breach of these Partner Terms or any representation, warranty, or covenant;
(b) your acts, omissions, or misconduct in the performance of any Transaction;
(c) any claim by an Owner or other User against Downsizr arising from goods or services supplied by you (including defective goods, non-conforming service, non-delivery, fraud, or breach of consumer law);
(d) any regulatory enforcement or fine arising from your conduct;
(e) your breach of any licensing, insurance, or industry-specific regulation applicable to your Category;
(f) your violation of intellectual-property, sanctions, export-control, or data-protection law;
(g) any misclassification of employment (including HMRC IR35 or US 1099 obligations) in respect of your personnel.
11.2 Liability caps.
(a) Your liability under section 11.1(a) for breach of representation, warranty, or covenant is capped at three (3) times the aggregate fees paid by Downsizr to you in the preceding 12 months.
(b) Uncapped liability. Your liability is unlimited in respect of:
(i) fraud, wilful misconduct, or gross negligence;
(ii) breach of applicable licensing, insurance, or regulatory requirements (section 11.1(d), (e));
(iii) breach of data-protection law (section 11.1(f)) — to the extent such breach results in regulatory fines;
(iv) breach of anti-bribery or sanctions laws;
(v) any breach causing personal injury or death;
(vi) employment misclassification (section 11.1(g)).
11.3 Procedure. If a claim covered by section 11.1 is asserted against Downsizr, we will:
(a) notify you promptly of the claim;
(b) allow you to participate in the defence with counsel of your choosing at your cost;
(c) not settle the claim in a way that imposes a material obligation on you without your prior consent (not unreasonably withheld).
Downsizr retains the right to control the defence, including selection of counsel, where the claim affects Downsizr's reputation or regulatory relationships.
12.1 Downsizr may, at any time, on 15 calendar days written notice, request evidence of:
(a) current licences, registrations, and insurances;
(b) compliance with category-specific obligations;
(c) records relating to Transactions completed through the Services (including invoicing, payment records, correspondence with Owners);
(d) compliance with data-protection obligations in respect of User data.
12.2 You will respond within the notice period with the requested evidence. If we reasonably consider the evidence inadequate, we may request further information and set a reasonable follow-up deadline.
12.3 Downsizr may engage an independent auditor where we have a material concern, at our cost unless the audit finds a material breach attributable to you, in which case you bear the audit cost.
12.4 Failure to respond to a reasonable audit request is a material breach.
13.1 During the term of these Partner Terms and for a period of twelve (12) months afterwards, you will not (directly or through any affiliate, agent, or representative):
(a) solicit, encourage, or facilitate any Owner with whom you have had Contact via the Services to enter into transactions off-platform that would otherwise have flowed through the Services;
(b) attempt to circumvent the Platform Commission by transacting off-platform following an introduction via the Services;
(c) use any User data obtained via the Services to market your services outside the Services without the User's express consent.
13.2 "Contact" for the purpose of section 13.1 means any introduction, message, quote, or Transaction via the Services within the preceding 24 months.
13.3 Section 13.1 does not prevent transactions arising from bona fide pre-existing relationships documented in writing before your first Contact via the Services, nor responses to unsolicited direct approaches from Owners who did not locate you via the Services.
14.1 This section 14 applies to Partners admitted in the Professional Category.
14.2 As a Professional, you may arrange for your end clients (the "Professional's Clients") to register as Owners on the Services and grant you shared access to their Owner accounts, subject to the shared-access provisions of the Main Terms.
14.3 The Professional's relationship with its Clients is separate from Downsizr. You are responsible for:
(a) obtaining appropriate authority from each Client to act on their behalf via the Services;
(b) complying with all applicable consumer laws in your own dealings with Clients;
(c) ensuring your Clients understand that they are contracting with Downsizr as a Consumer under the Main Terms, and that nothing the Professional does can waive the Client's consumer statutory rights.
14.4 You may not charge a Client a fee for Services that Downsizr does not itself permit you to charge, nor bundle Downsizr Services in a way that is misleading.
14.5 Professionals are subject to the same Representations, Continuous Compliance, Insurance, Indemnification, Audit, and Non-Solicit provisions as other Partners. Breach of these provisions in respect of a Professional's Client may constitute a breach both of these Partner Terms and of the Professional's direct obligations to its Client.
15.1 You grant Downsizr a non-exclusive, worldwide, royalty-free licence to host, display, modify for display purposes, and promote Partner Data and Content for the purposes of operating and promoting the Services.
15.2 You must:
(a) only submit Content you own or have rights to;
(b) ensure all submitted information about your business, Category, service area, and insurance is current and accurate;
(c) not make representations about your services via the Services that you cannot substantiate;
(d) not use Downsizr Marks outside the Services without written permission.
15.3 We may edit or remove any Partner Content that breaches these Partner Terms or applicable law.
16.1 Termination for convenience. Either party may terminate these Partner Terms on 30 calendar days written notice, without cause, without compensation.
16.2 Immediate suspension. Downsizr may suspend your Partner account immediately, with written notice as soon as reasonably practicable afterwards, if:
(a) you materially breach these Partner Terms, the Main Terms, or the Privacy Policy;
(b) your licence, insurance, or registration lapses or is withdrawn;
(c) you are subject to regulatory investigation, fine, or enforcement;
(d) your chargeback rate exceeds 2% over any rolling 90-day period;
(e) your dispute-lost rate exceeds 10% over any rolling 90-day period;
(f) there is evidence of fraud, misconduct, or conduct likely to damage Downsizr's reputation or regulatory relationships;
(g) an insolvency event occurs in respect of you.
16.3 Immediate termination. Downsizr may terminate these Partner Terms immediately where suspension under section 16.2 continues unresolved for more than 30 days or where you have committed a breach incapable of remedy.
16.4 Effect of termination.
(a) you cease to have access to the Services;
(b) ongoing Transactions are completed where practicable, or resolved per the Dispute Resolution Policy;
(c) Downsizr may hold payouts pending resolution of outstanding Disputes;
(d) provisions expressly or by implication intended to survive termination do so — including sections 5, 10.4-10.5 (set-off), 11 (indemnity), 12 (audit), 13 (non-solicit), 15.1 (Content licence to the extent required for completed Transactions), 17 (confidentiality), 20 (data protection), and section 22 (governing law).
17.1 Information marked or reasonably understood as confidential (including User personal data, commercial terms, Downsizr platform data, and Downsizr's internal processes) must be kept confidential, used only for the purposes of these Partner Terms, and not disclosed to third parties.
17.2 Section 17.1 does not apply to information that is public, independently developed, lawfully acquired from a third party without obligation of confidence, or required by law to be disclosed (and only to the extent required).
17.3 Obligations under this section 17 continue for five (5) years after termination.
18.1 Downsizr retains all right, title, and interest in the Services and the Downsizr Marks, save for any Partner Data or Content licensed under section 15.1.
18.2 You grant Downsizr no IP licence other than that stated in section 15.1. Nothing in these Partner Terms transfers ownership of Downsizr's IP.
18.3 You must not use Downsizr Marks outside the Services or in a manner that implies endorsement, save with our written permission.
19.1 Subject to section 19.2:
(a) Cap. Downsizr's aggregate liability to the Partner under or in connection with these Partner Terms shall not exceed the greater of (i) the Platform Commission paid to Downsizr by the Partner in the preceding 12 months; or (ii) 5,000 GBP.
(b) Excluded losses. Downsizr is not liable for indirect or consequential loss, loss of profits, loss of business, loss of goodwill, or loss of data.
19.2 Section 19.1 does not apply to liability for death, personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited under applicable law.
20.1 Each party will comply with applicable data-protection law, including UK GDPR, Data Protection Act 2018, and (as applicable) CCPA/CPRA, in respect of personal data handled in connection with the Services.
20.2 In respect of User personal data that you process in the course of performing a Transaction, you act as a separate controller for the purposes of completing that Transaction. Downsizr is the controller of User personal data collected through the Services. A separate data-processing addendum may be published where required.
20.3 You must:
(a) use User personal data only for the purpose of performing the Transaction, or as the User has otherwise expressly agreed;
(b) keep User personal data secure with appropriate technical and organisational measures;
(c) notify Downsizr of any personal-data breach affecting User personal data within 24 hours of becoming aware;
(d) delete User personal data when no longer required for the Transaction (subject to any legitimate retention requirements).
21.1 Neither party is liable for delay or failure in performance caused by events beyond that party's reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, governmental action, telecommunications failure, failure of Stripe or another third-party provider, or industrial dispute.
22.1 These Partner Terms are governed by the laws of England and Wales.
22.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising from or in connection with these Partner Terms, save that Downsizr may bring proceedings in any jurisdiction to enforce an award, judgment, or intellectual-property rights.
22.3 You irrevocably submit to the jurisdiction of the courts of England and Wales for the purposes of section 22.2 and waive any objection based on inconvenient forum or the like.
23.1 Notices to Downsizr: legal@downsizr.com, or by post to Q Bend Limited, 71-75 Shelton Street, London WC2H 9JQ.
23.2 Notices to the Partner will be sent to the primary email address on your Partner account. It is your responsibility to keep that current.
24.1 We may amend these Partner Terms from time to time. Material changes will be notified at least 30 calendar days in advance, by email and by in-Service notice.
24.2 If you do not agree to a material change, you may terminate under section 16.1 during the notice period. Continuing to use the Services after the effective date of an amendment constitutes acceptance.
25.1 Assignment. You may not assign your rights or obligations under these Partner Terms without our prior written consent. Downsizr may assign in connection with a corporate transaction.
25.2 Severability. If a provision of these Partner Terms is held unenforceable, the remaining provisions continue in full force.
25.3 Entire agreement. These Partner Terms, together with the Main Terms, the Privacy Policy, and any Partner Category Addendum, constitute the entire agreement between you and Downsizr in respect of your Partner relationship, and supersede any prior agreement on the same subject matter.
25.4 Waiver. No failure or delay in exercising a right is a waiver of that right.
25.5 Relationship. You and Downsizr are independent parties. No partnership, agency, joint venture, or employment is created.
25.6 Third-party rights. A person who is not a party to these Partner Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
25.7 Counterparts. Click-wrap acceptance constitutes execution; no physical counterparts are required.
25.8 Language. These Partner Terms are in English. Any translation is for convenience only; the English version prevails.