Terms and Conditions

Readiness Layer — readinesslayer.com

Operated by Bimbi Philips Limited

Last updated: 17 March 2026

Version: 1.0

These Terms and Conditions govern your use of the Readiness Layer platform at readinesslayer.com and any associated partner subdomains (together, the "Platform"). Please read them carefully before creating an account or making a purchase.

By creating an account or purchasing any product on this Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.

1. Who we are

The Platform is operated by Bimbi Philips Limited, a company registered in England and Wales.

• Company registration number: 08944957
• Registered office: 63–66 Hatton Garden, Fifth Floor, Suite 23, London EC1N 8LE
• Contact: contact@readinesslayer.com

References to "we", "us", or "BRS" in these Terms refer to Bimbi Philips Limited.

2. Definitions

"Platform" means readinesslayer.com and all associated partner subdomains (e.g. daltons.readinesslayer.com).

"User" means any individual who creates an account on the Platform, regardless of actor type.

"Buyer" means a User who has identified as a buyer of a business.

"Seller" means a User who has identified as a seller of a business.

"Broker" means a User who operates as a business transfer agent or business broker.

"Partner" means a listing platform or marketplace operator that has entered into a commercial agreement with us to host the Platform.

"Products" means Buyer Access, Buyer Validation, Seller Step 1, Seller Step 2, Detailed Remediation, and any other products made available on the Platform from time to time.

"Evidence-Confirmed" means a trust state assigned to a User when supporting evidence submitted by that User has been reviewed by our review team against our defined readiness standard and the corrected assessment score is 80% or above.

"Readiness Score" means the score generated by completion of the self-assessment scorecard on the Platform.

"Evidence Vault" means the secure area within your account where you upload evidence documents for review.

3. What the Platform does and does not do

3.1 What it does

The Platform provides structured self-assessment scorecards, evidence submission workflows, and trust state management tools to help buyers and sellers of businesses understand and communicate their readiness to transact.

3.2 What it does not do

The Platform does not provide:

• Financial due diligence on any business or buyer
• Legal advice of any kind
• Tax or accounting advice
• Investment advice or recommendations
• A guarantee that any business is suitable for any particular buyer
• A guarantee that any transaction will complete
• Any form of quality endorsement, approval, or certification

Evidence-Confirmed status means one thing only: supporting evidence has been reviewed against our defined readiness standard. It does not imply that the business has been audited, that the information is legally verified, or that a transaction will succeed.

You must not rely on any information, score, or trust state on this Platform as a substitute for independent professional advice.

4. Account registration

4.1 Eligibility

You must be at least 18 years old to create an account. By registering, you confirm that you are 18 or over and that you have the legal capacity to enter into a binding contract.

4.2 Accuracy

You agree to provide accurate, current, and complete information when registering. You are responsible for keeping your account details up to date.

4.3 Security

You are responsible for maintaining the confidentiality of your login credentials. You must notify us immediately at contact@readinesslayer.com if you become aware of any unauthorised use of your account.

4.4 Actor type

Your actor type (Buyer, Seller, Broker, Professional) is set at registration and cannot be changed. If you need a different actor type, you must create a new account.

5. Products and payments

5.1 Merchant of Record

Bimbi Philips Limited acts as the Merchant of Record for all purchases made on the Platform. All payments are processed by Stripe. By making a purchase, you also agree to Stripe's terms of service.

5.2 Prices

All prices are displayed in pounds sterling (GBP) and are inclusive of any applicable VAT unless otherwise stated. Prices may change from time to time. The price displayed at the point of purchase is the price you will be charged.

5.3 Current products and prices

5.4 Step 1 to Step 2 credit

If you have purchased Seller Step 1 and subsequently purchase Seller Step 2, we will apply a £99 credit towards the Step 2 price during the pilot period. This credit is applied automatically at checkout.

5.5 Buyer Access

Buyer Access is a one-off payment that grants access to the buyer self-assessment, readiness score, action plan, and deal-ready listings. Pricing may change in future; any change to a subscription model will be communicated in advance and will not affect existing purchases.

6. Refunds

6.1 Buyer Access

You have 14 days from the date of purchase to request a full refund, provided you have not completed your self-assessment. After 14 days or after completing the assessment, no refund is available.

6.2 One-off products (Buyer Validation, Seller Step 1, Seller Step 2)

You have 14 days from the date of purchase to request a full refund, provided you have not submitted any evidence for review. Once you have submitted evidence for review, no refund is available regardless of the outcome of the review.

6.3 Review outcomes

We do not offer refunds on the basis that evidence did not pass review. The review process tests whether evidence meets our defined standard. If evidence does not meet the standard, you will receive written feedback and may resubmit. Resubmission does not carry an additional fee.

6.4 How to request a refund

Email contact@readinesslayer.com with your name, registered email address, product purchased, date of purchase, and reason for requesting a refund. We will respond within 5 business days.

7. The evidence review process

7.1 Submission

By submitting evidence for review, you confirm that:

• The evidence is genuine, accurate, and relates to the business or buyer profile as described
• You have the right to submit the evidence
• The evidence does not contain information that is confidential to a third party without their consent

7.2 Review standard

Our review team assesses submitted evidence against our defined readiness standard for each criterion. The standard is applied consistently to all submissions. We do not negotiate the standard on a case-by-case basis.

7.3 Outcomes

A criterion passes review if the submitted evidence meets the standard for that criterion. If it does not, you will receive specific written feedback. You may resubmit once per criterion per product purchase. A second resubmission within the same product purchase requires a new purchase.

7.4 Review timeline

We aim to complete all evidence reviews within 5 working days of receipt of a complete submission. During periods of high demand, this may extend to 10 working days. We will notify you if your review is likely to take longer than 5 working days.

7.5 Evidence vault

Evidence you upload to your vault is stored securely. It is not shared with the listing platform Partner, other users, or any third party without your explicit consent. Our review team and authorised BRS operations staff may access your vault for the purposes of conducting your review.

8. Acceptable use

You agree not to:

• Use the Platform for any unlawful purpose or in any way that breaches any applicable law or regulation
• Submit false, misleading, or fraudulent evidence or information
• Attempt to manipulate, reverse-engineer, or interfere with the Platform or its scoring methodology
• Use automated tools, scrapers, or bots to access the Platform
• Impersonate any other person or entity
• Share your account credentials with any third party
• Use the Platform in any way that could damage our reputation or the integrity of the trust state system

We reserve the right to suspend or terminate your account immediately if we believe you have breached this clause.

9. Intellectual property

All content on the Platform — including the scoring methodology, assessment questions, trust state system, software, design, copy, and documentation — is owned by or licensed to Bimbi Philips Limited.

Nothing in these Terms grants you any right to use our intellectual property other than as necessary to use the Platform in accordance with these Terms.

10. Limitation of liability

10.1 General limitation

To the maximum extent permitted by applicable law, our total liability to you in connection with your use of the Platform shall not exceed the total amount you paid to us in the 12 months preceding the event giving rise to the claim.

10.2 Exclusions

We are not liable for:

• Any loss of profit, revenue, business, data, or opportunity
• Any indirect or consequential loss
• Any loss arising from your reliance on any score, trust state, or information on the Platform as a substitute for independent professional advice
• Any failure of a transaction to complete
• Any decision made by a third party (buyer, seller, broker, lender) based on a trust state or score on the Platform

10.3 Consumer rights

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded under applicable law. If you are a consumer, your statutory rights are not affected by these Terms.

11. Partner subdomains

The Platform may be accessed through Partner subdomains (e.g. daltons.readinesslayer.com). These subdomains are operated by Bimbi Philips Limited, not by the Partner. The Partner is not responsible for the Platform, its content, its products, or any transaction you make on it. Any dispute relating to a product purchased on the Platform must be directed to us, not to the Partner.

12. Third-party services

The Platform uses the following third-party services:

• Stripe — payment processing
• Supabase — database and authentication
• Resend — transactional email delivery
• Vercel — hosting and infrastructure

We are not responsible for the availability, accuracy, or content of any third-party service. Your use of any third-party service is governed by that provider's own terms and conditions.

13. Changes to these Terms

We may update these Terms from time to time. We will notify you of material changes by email to your registered address at least 14 days before the changes take effect. Continued use of the Platform after the effective date of any change constitutes acceptance of the updated Terms.

14. Termination

We may suspend or terminate your account at any time if:

• You breach these Terms
• We have reason to believe your account is being used fraudulently
• We are required to do so by law

You may close your account at any time from your account settings. On closure, we will delete your personal data in accordance with our Privacy Policy, subject to any legal retention obligations.

15. Governing law and disputes

These Terms are governed by the law of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

If you have a complaint, please contact us first at contact@readinesslayer.com. We aim to resolve all complaints within 10 business days.

16. Entire agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Bimbi Philips Limited in relation to your use of the Platform. They supersede all prior agreements, representations, and understandings.

Bimbi Philips Limited — Company No. 08944957

Registered office: 63–66 Hatton Garden, Fifth Floor, Suite 23, London EC1N 8LE

contact@readinesslayer.com