Capitalise Platform terms of use
1. About us
1.1 This website, and the online broking service offered through the website (Service), is operated by PlatFi Ltd (we, us, our or Capitalise). Our registered company number is 09256446 and our registered address is at Aldwych House, 71-91 Aldwych, London, WC2B 4HN.
1.2
2. Our Service
2.1 We operate a commercial credit broking platform through this website to facilitate Borrowers' applications to a select group of Lenders for certain loan and other finance and credit Products which may be appropriate to the needs of their business. We do not provide advice to users of our platform other than advice on the technical use of the website and Service.
2.2 Capitalise is not a lender or a supplier of credit or other financial products. We do not offer any financial products via the website and we will not be a party to any agreement entered into between users of the Service.
2.3 If a Borrower and a Lender enter into a contract as a result of our Service, we will be paid a commission by the Lender. If another party (an Introducer) introduces a Borrower to us, we may also be obliged to pay commission to the Introducer.
2.4 The Service offered through this website is only available to Users which have fully registered to use the Service in accordance with and subject to these Terms of Use (Terms). The Service can only be used in accordance with these Terms. If you do not agree to these Terms, you may not use the Service.
3. Terms of Use
3.1 These Terms, together with our website terms of use, set out the basis on which you are allowed to use our Service. Your use of the Service as a prospective and/or registered Borrower, Lender or Introducer will be subject to these Terms. By using the website and the Service you agree to be bound by these Terms and our website terms of use.
3.2 The payment of commission to us by Lenders, and the payment of commission by us to Introducers, is subject to our Commission Terms, which are incorporated into and form a part of these Terms.
3.3 The way in which we use personal data is explained in our privacy and cookies policy, which forms part of the website terms of use.
3.4 We may change these Terms (including the Commission Terms) from time to time. If we do so, we will update the Terms on the website. Your use of the website will be taken as your acceptance of the latest version of these Terms. Any changes to these Terms will not apply to any transactions that were agreed as a result of our Service before the date on which the changes take effect, unless required by applicable law.
3.5 These Terms were last updated on 30th June 2015.
UKMATTERS:33237586.1
4. Location of Service
The Service is directly solely at Borrowers, Lenders and Introducers established in and conducting business from the United Kingdom. If you access and use the Service from territories outside the United Kingdom, you do so of your own accord and are responsible for complying with local laws. You agree that you will not make any claim to the effect that the Service is conducted in, or subject to, the laws of any country other than the United Kingdom.
5. Eligibility to use the Service
5.1 To use our Services as a Borrower, Lender or Introducer you will need to:
a) satisfy the applicable requirements set out in paragraphs 8 to 10 of these
Terms;
b) accept these Terms, our website terms of use and our privacy policy;
c) if you are a Lender or Introducer, accept our Commission Terms; and
d) register as a Borrower, Lender or Introducer in accordance with paragraph 6
and paragraphs 8 to 10 (as applicable).
5.2 If you cease to be eligible to be a User, you must inform us as soon as reasonably practicable by emailing us at support@capitalise.com. If that happens, or if we independently become aware that you are no longer eligible to be a User, your
Account will be suspended or terminated in our discretion. If you later become eligible to use our Service again and supply us with sufficient information to verify your eligibility to use the Service, we may, on request and in our discretion, reactivate your Account.
6. Registration
6.1 In order to register as a User, you will need to:
a) complete the applicable registration form on the website and submit it to us;
b) provide all mandatory information required by these Terms; and
c) set up log-in details consisting of a username and password.
6.2 If you do not supply all of the mandatory information that we request via the Service, we cannot provide the Service to you.
6.3 Your registration form will need to identify and register one or more individuals who will act as your Authorised User. If you are a sole trader, you will be the Authorised User. You warrant that the individual(s) will have the necessary authority to act on your behalf for the purposes of using the website and our Service at all times, and that you will not permit any individual who does not have such authority to use the website or Service on your behalf. If an Authorised User leaves your organisation or is otherwise no longer authorised to access and use the Service on your behalf, you must:
(i) de-register the applicable Authorised User; (ii) designate a replacement Authorised User;
and (iii) provide all mandatory information regarding the replacement Authorised User, by emailing us at support@capitalise.com.
6.4 Once you have registered for the Service, we may contact you and/or third parties to
verify the information and/or provide us with further information to support your
application (for example where required by applicable law).
UKMATTERS:33237586.1
6.5 Once you have fully complied with the registered process in paragraphs 6.1 to 6.3, your Account will be activated automatically. Once your Account has been activated, it will remain open until it is suspended or terminated in accordance with these Terms.
6.6 In addition to our other rights under these Terms, we reserve the right in our discretion to disable an Account at any time if, in our opinion: (i) you have failed to comply with any provision of these Terms; (ii) if any details you provide for the purposes of registering as a User are false or incorrect; or (iii) if we think it is necessary to protect other Users and/or the security or the operation of the website.
6.7 A User’s registration to use the Service is strictly personal to that User and cannot be assigned to any third party.
7. Your information
7.1 You represent and warrant that all information that you give to us, including information provided about you (and in the case of Introducers, about Borrowers) during the course of registration as a User, is accurate, complete, up-to-date and not misleading at all times. You must notify us promptly if any of that information changes, or if you become aware of any additional relevant information, following your registration as a User.
7.2 You are solely responsible for any information you make available via the Service, including, if you are a Borrower or Introducer, the Borrower Information. You must not provide us or any User with any information that you do not own or have permission to display, publish or post, and you represent and warrant that you will comply with this paragraph 7.2 at all times.
7.3 You agree to indemnify us and other Users from and against any Loss suffered or incurred as a result of or in connection with any claim:
a) that the use and/or possession of any information, data, content or materials you provide and/or make available via the Service breaches the intellectual property or other proprietary rights of any other User or third party; or
b) arising from or in connection with a breach by you of paragraphs 7.1 and/or
7.2.
8. Provisions applicable to Borrowers
8.1 You may only apply to register to use the Service as a Borrower if you meet the following criteria:
a) you are established in and are conducting business from the United Kingdom;
and
b) you are either: (i) a sole trader; (ii) a limited liability partnership with two or more partners; or (iii) or a limited liability company. Personal borrowing or other credit services are not provided through Capitalise, and individuals acting as consumers (and not as sole traders) are not allowed to use the Service.
8.2 Each Borrower acknowledges that the type of Products that the Borrower is entitled to request via the Service will depend on the legal status of the Borrower (i.e. whether the Borrower is a sole trader, limited liability company or limited liability partnership). The type of Products that a limited liability partnership may request via the Service will also depend on the number of partners that the Borrower has. These differences are reflected in the Decision Tree, which may vary from time to time. Accordingly, each
UKMATTERS:33237586.1
Borrower must notify us of their legal status (and, if applicable, the number of partners
in a limited liability partnership) when prompted via the website. Further, each
Borrower warrants that:
a) the legal status notified on registration is correct as at the date of registration of the Borrower; and
b) if a Borrower's legal status changes following registration as a Borrower (for example from a sole trader to a limited liability company), the Borrower will notify us as soon as reasonably practicable of this change at support@capitalise.com.
8.3 If a Borrower fails to comply with paragraph 8.2 we may treat a failure to do so as a material breach of these Terms and may suspend and/or terminate the Borrower's Account and access to the Service.
8.4 In addition to the eligibility criteria set out in these Terms, Borrowers acknowledge that:
a) there may be additional eligibility criteria for Products offered by particular Lenders. Lenders will be solely responsible for making Borrowers aware of these criteria; and
b) Capitalise may, from time to time, apply additional eligibility criteria for some
Products where required by applicable law or business requirements. Capitalise will notify Borrowers via the website and/or by email if any eligibility requirements change.
9. Provisions applicable to Lenders
9.1 You may only apply to register to use the Service as a Lender if:
a) you are authorised and permitted to act as a lender under the Financial Services and Markets Act 2000 and/or other applicable legislation; or
b) you are an independent lender operating only in unregulated products.
10. Provisions applicable to Introducers
10.1 You may only apply to register to use the Service as an Introducer if you are established in and are conducting business from the United Kingdom.
10.2 If you apply to register as an Introducer, we will contact your Authorised User to discuss your application and may ask you to provide us with further information so that we can evaluate your application.
10.3 Each Introducer must notify us of their regulated status when prompted on registration. Further, each Introducer warrants that if the Introducer's regulated status changes following registration as an Introducer (for example if it becomes no longer regulated under applicable law), the Introducer will notify us as soon as reasonably practicable of this change at support@capitalise.com.
10.4 Introducers are only allowed to use the Service to introduce prospective Borrowers to Lenders that comply with the eligibility criteria in paragraph 8.1. Introducers acknowledge that the type of Products that Introducers may apply for on behalf of Borrowers via the Service will depend on the factors set out in paragraph 8.2. Accordingly, the Introducer must notify us of the Borrower's legal status (and in the case of a limited liability partnership, the number of partners) when prompted on the website. Further, each Introducer warrants that:
UKMATTERS:33237586.1
a) the Borrower Information as notified on registration is correct as at the date of registration of the Introducer or the date of the first Borrower introduction via the Service, whichever is later; and
b) if a Borrower's legal status changes (for example from a sole trader to a limited liability company) or other material Borrower Information changes following Introducer's registration, the Introducer will notify us as soon as reasonably practicable of this change at support@capitalise.com.
10.5 Without limiting any other rights we may have, if an Introducer fails to comply with the notification requirements in either paragraph 10.3 or paragraph 10.4, we may treat the failure as a material breach of these Terms and may:
a) suspend and/or terminate the Introducer's Account and access to the Service;
and/or
b) with respect to any Finance Agreements entered into after the relevant status or other material change relating to the Borrower or Introducer: (i) withhold any Commission that would otherwise be payable to the Introducer with respect to those Finance Agreements; or (ii) if any such Commission has already been paid to the Introducer, demand that such Commission be refunded to us (in which case the Introducer will refund such Commission promptly and in any event within seven days of demand).
10.6 Each Introducer warrants and represents that they have obtained all necessary
consents and permissions from the applicable Borrower in order to:
a) enable the Introducer to provide information about the Borrower via the Service; and
b) to enable us to provide updates to the Introducer about the progress of any discussions between the Borrower and Lender(s) via the Service and any resulting Finance Agreements. Introducers must indemnify us from all Loss suffered or incurred as a result of or in connection with any claim that the Introducer has failed to comply with paragraph
10.6(a) and/or (b).
10.7 Each Introducer will act in a professional manner and in accordance with good industry practice and applicable laws at all times in respect of its use of, and activities relating to, the Service.
11. Standard Checks
11.1 A User's registration to use the Service is subject to completion of our Standard Checks to our satisfaction. We may in our sole discretion suspend an Account while we conduct our Standard Checks.
11.2 We may conduct our Standard Checks on each organisation wishing to register as a User, and may also conduct further checks where we are required to do so following a change in applicable law and/or a change in our internal compliance policies. This may, for example, include conducting checks to confirm:
a) that the organisation meets the applicable criteria set out in these Terms; and
b) the User’s identity.
UKMATTERS:33237586.1
We may also obtain financial and credit reports from third parties and/or screening an organisation's identity against criminal lists provided by third parties. In order to register and activate an Account and maintain your registration as a User, you must provide the details we request and authorise third parties as necessary to release details about you. All personal data collected as part of these Standard Checks will be processed in accordance with our privacy policy.
11.3 While we apply minimum criteria for access to the Services under these Terms and may undertake Standard Checks, we do not endorse any Users and take no responsibility for and make no representation as to the reliability of any Users. Users should not rely on our Standard Checks, and are responsible for undertaking their own due diligence and using their own judgement in making any decisions with respect to any transactions.
12. Using the Service
12.1 If a Borrower or Introducer wishes to use our Service to make a Product Request, the
Borrower or Introducer (as applicable) must:
a) ensure that the Borrower is entitled to apply for the particular Product(s) via the
Service (as reflected in the Decision Tree);
b) complete and submit the relevant Product application form on the website; and
c) submit any additional Borrower Information requested on the application form.
The Borrower acknowledges that we may conduct searches of publicly available
information (such as the Companies House database) in order to verify information
provided by the Borrower or Introducer.
12.2 Once a Borrower has submitted the application form for a Product and all information
required by these Terms, our matching algorithm will:
a) analyse the Borrower Information and the Borrower's Product requirements;
and
b) subject to paragraph 12.3, match the Borrower with one or more Lenders who
offer one or more of the requested Products.
12.3 As the risk exposure for each Product Request and the availability of Products will vary
from time to time, we cannot guarantee that every Product Request will be matched
with one or more Lenders, or that each Product Request will result in an offer for a
Product by any Lenders.
12.4 If a Borrower has been matched with one or more Lenders, we will then present the
Borrower's Product Request and the information about the Borrower as described in
paragraph 12.5 to each of those Lenders by email and/or via the Lender's dashboard
on the website.
12.5 The following information will be presented to the applicable Lender(s) under
paragraph 12.4: (a) name of the Borrower; (b) name(s) of the director(s); (c) turnover of
the Borrower; (d) the amount of funding required by the Borrower; (e) the Product
requested; (f) contact details for the Borrower; (g) any other information provided by
the Borrower or Introducer; (h) if applicable, all publicly available information relating to
the Borrower from Companies House; and (i) any data derived from a third party site or
application if the Borrower or Introducer has provided log in details for that site or
application for this purpose (Lending Passport Information). The Lending Passport
Information will be treated as the Borrower's Confidential Information under these
UKMATTERS:33237586.1
Terms. The Lender(s) will only use such information for the purposes of considering
the Product Request and for no other purpose. Each Lender must indemnify us and
the Borrower for any Loss suffered or incurred as a result of the Lender's failure to
keep the Lending Passport Information strictly confidential in accordance with these
Terms.
12.6 Once a Lender has received notification from us under paragraph 12.4, it may, in its
sole discretion, conduct further checks to assess whether it wishes to offer the
Borrower a Product provided that the Lender will not conduct any consumer credit
checks unless it has given reasonable notice to the Borrower that it intends to do so.
12.7 A Borrower will be notified via the Service and/or email if a Lender wishes to progress
discussions with the Borrower with respect to the Product Request. The Borrower and
Lender will then be able to communicate directly via the Service with respect to the
Product Request. Any Finance Agreements will be concluded in accordance with
section 14.
12.8 If a Lender does not wish to pursue a Product Request, the Borrower will be
automatically notified via the Service and/or email.
12.9 We cannot guarantee that any Lender(s), or any particular Lender(s), will make an
offer for a Product to any Borrower through the Service, or that any Product Request
will lead to a Finance Agreement.
12.10 Lenders may, in their sole discretion, decide not to pursue any commercial discussions
with a Borrower following notification from us under paragraph 12.4.
12.11 A Lender must notify us promptly and in any event within seven days if and when:
a) the Lender makes an offer to a Borrower for a Product offline; and
b) the Lender enters into a Finance Agreement and/or any other related
agreement relating to a Product with a Borrower as a result of the introduction
made via the Service, in which case the Lender must also provide us (via the
Service) with a copy of the Finance Agreement and any other related details
that we reasonably require (including details regarding the Product size and
tenure).
We may contact the Borrower to verify the information provided by the Lender under
this paragraph 12.11.
12.12 You are solely responsible for your interactions with other Users via the Service. We
reserve the right, but are not obliged, to monitor actions and disputes between you and
other Users via the Service.
13. Accounts
Users can access a summary of their activity using the Service via the personalised
dashboard provided to each User in their Account. Certain metrics will also be provided
to Lenders and Introducers via the dashboard on a portfolio basis.
14. Finance Agreements
14.1 We will not be a party to any Finance Agreement or any other agreement that is
initiated between the Borrower and/or Introducer and Lender through the Service.
14.2 The terms of any Finance Agreement will be subject to negotiation and agreement
between the applicable parties outside the Service. We will not act as agent or
UKMATTERS:33237586.1
otherwise participate in any discussions between the Introducer and/or Borrower and
Lender with respect to any such agreement.
14.3 We recommend that you seek independent advice and/or conduct your own due
diligence with reference to your own particular financial objectives before entering into
any Finance Agreement. You will be responsible for entering into any Finance
Agreements on the basis of your own skill and judgement and having conducted due
diligence.
14.4 If a Lender notifies us that a Borrower has defaulted under or otherwise breached the
terms of a Finance Agreement, we reserve the right to suspend and/or terminate that
Borrower's access to the Service.
15. Fees and Commission
15.1 We do not charge Borrowers any fees to use the Service, and we do not collect any
fees from Borrowers on behalf of Lenders or Introducers.
15.2 If a Borrower and Lender enter into a Finance Agreement:
a) the Lender must pay us the applicable Commission in accordance with the
Commission Terms, which are incorporated into and form a part of these
Terms; and
b) if applicable, an Introducer may be entitled to a share of Commission payable
by the Lender in accordance with the Commission Terms.
15.3 We will be entitled to change the Commission Terms from time to time in our discretion
in accordance with paragraph 3.4. Any change to the terms relating to Commission or
the payment of Commission will not apply to any Finance Agreements that have been
agreed prior to the date on which such change took effect unless otherwise required by
applicable law.
15.4 We may charge Lenders interest on all Commission outstanding beyond the date on
which it due for payment to us. We may charge interest on that basis from the date
payment was due until the date of payment (including after any judgment has been
obtained) at the rate of 4% per annum above the base rate of HSBC Bank plc.
16. Information and communications provided by us
16.1 In addition to the data and information (for example relating to other Users) that is
provided via the Service, we may, from time to time, provide you with information via
the Service, website and/or in emails, such as whitepapers, that we believe may be
relevant or of interest to you (Service Information).
16.2 You acknowledge and agree that:
a) any information provided by us (including Service Information) is provided for
information purposes only and cannot be relied on as a guarantee of any
particular result;
b) neither the Service nor any Service Information constitutes any form of advice,
recommendation or endorsement by us with respect to Users, Products or risk
levels; and
c) we do not offer any advice about the risks relating to any particular Products or
a Borrower's credit worthiness or reliability.
UKMATTERS:33237586.1
16.3 We cannot assure you that any Service Information is complete, up-to-date or error
free, and we will not be liable to you for any Loss if it is not.
17. Restrictions
17.1 When using the Service, you will not:
a) breach these Terms or otherwise use the Service in an unauthorised manner;
b) carry out any unlawful, illegal or fraudulent activities;
c) communicate with other Users in an unauthorised or unlawful manner or in
breach of applicable laws;
d) breach the information requirements in section 7;
e) use a proxy or any system preventing the identification of your computer
system;
f) send viruses, Trojan horses or any other computer program that is intended to
or might destroy, harm, damage or interfere with our technical infrastructure,
systems or databases; or intercept our systems, data or information;
g) use bots, spiders or any other automatic or manual process to monitor, scrape
and/or copy our website without our prior written consent; or
h) carry out any action that is intended to or might degrade or otherwise
detrimentally affect the Service.
18. Warranties, representations and disclaimers
18.1 You represent and warrant that, at the date of your initial registration and each time
you use the Service:
a) you have legal authority and capacity to agree to these Terms and use our
website and Service lawfully;
b) each individual you register as your Authorised User is properly authorised to
access and use the Service on your behalf;
c) you meet the applicable User criteria set out in these Terms;
d) all information you provide to us via the Service is, at the date it is provided,
complete, accurate and not misleading; and
e) you will comply with all applicable laws in respect of your use of the Service
and any activities related to your use of the Service.
18.2 We cannot give any warranty or representation in respect of any Products. We do not
warrant or represent that any Products offered by Lenders via the Service will be fit for
your purpose or that they are the best or most competitive available in the whole
market.
18.3 While we take all reasonable efforts to ask for and verify information provided to us for
the purposes of carrying out the Service, we are relying on the information provided by
our Users and cannot guarantee that information provided to us (including Borrower
Information) will be accurate, complete or error-free. We will not be liable for any errors
UKMATTERS:33237586.1
or omissions in any content provided by Users including for any inaccurate or
incomplete User details.
18.4 Except as expressly set out in these Terms, no implied conditions, warranties or other
terms, including any implied term relating to satisfactory quality or fitness for purpose,
will apply to the website or the Service.
19. Liability
19.1 Nothing in these Terms will in any way limit or exclude our liability or any User's
liability: (a) for negligence causing death or personal injury; (b) for fraud or fraudulent
misrepresentation; (c) under any express indemnity in these Terms; (d) for all amounts
properly due and payable under these Terms; or (e) for anything else which may not
be legally excluded or limited.
19.2 Subject to paragraph 19.1, we will not be liable for any: (a) loss of profits; (b) loss of
revenue; (c) loss of anticipated savings; (d) loss of sales or business; (e) loss of
agreements or contracts; (f) loss of use or corruption of software, data or information;
(g) loss of or damage to goodwill; (in each case whether such loss is direct or indirect);
or (h) indirect, consequential or special loss or damage; even if we have been advised
of the possibility of such damages and whether such loss or liability arises due to
negligence, breach of contract, misrepresentation or for any other reason.
19.3 Subject to clause 19.1, we will not be liable to you for any: (a) losses which arise as a
result of your unauthorised use of the Service (including any breach by you of these
Terms); (b) losses that were not caused by our breach of these Terms; or (c) losses
caused by the acts or omissions of third parties providing credit rating or other financial
information.
19.4 Subject to the provisions of this clause 19, our total aggregate liability to a Borrower in
relation to the Service and anything which we may have done or not done in
connection with the Service (and whether the liability arises because of breach of
contract, negligence or for any other reason) will be limited, in respect of each event or
series of connected events, to £10,000.
19.5 Subject to the provisions of this clause 19, our total aggregate liability to an Introducer
in relation to the Service and anything which we may have done or not done in
connection with the Service (and whether the liability arises because of breach of
contract, negligence or for any other reason) will be limited in respect of each event or
series of connected events, to: (a) 125% of the total of all amounts payable by us to
the Introducer under or in connection with these Terms in the 12 month period
immediately preceding the event (or most recent event in a series of connected
events); or (b) if the amount in (a) cannot be calculated, £10,000.
19.6 Subject to the provisions of this clause 19, our total aggregate liability to a Lender in
relation to the Service and anything which we may have done or not done in
connection with the Service (and whether the liability arises because of breach of
contract, negligence or for any other reason) will be limited in respect of each event or
series of connected events, to: (a) 125% of the total of all amounts payable by the
Lender to us under or in connection with these Terms in the 12 month period
immediately preceding the event (or most recent event in a series of connected
events); or (b) if the amount in (a) cannot be calculated, £10,000.
20. Indemnities
20.1 You will indemnify us from any Loss that we suffer or incur as a result of or in
connection with any claims, proceedings or actions arising in respect of your breach of
these Terms.
UKMATTERS:33237586.1
20.2 Each party to a Finance Agreement (an indemnifying party) will indemnify us from or
against any Loss that we suffer or incur in connection with any claim by the other party
to the Finance Agreement or by any third party in relation to the indemnifying party’s
acts or omissions in relation to the Finance Agreement.
21. Suspension and termination of Accounts
21.1 You may close your Account with us at any time by notifying us under paragraph 25.1.
21.2 We reserve the right to suspend or terminate your Account (and your right to use the
Service) at any time without prior notice and without liability to you if:
a) we have reason to suspect that your are connected to unlawful or illegal activity
or an organisation prohibited by applicable law;
b) we have been notified of any actual or threatened unauthorised use of your
Account details or other actual or potential security breach or we otherwise
suspect an unauthorised or fraudulent use of your Account;
c) it becomes or might become illegal or in breach of applicable laws or
regulations for us to continue to allow you to use the Service;
d) you breach these Terms or you no longer meet the criteria for registration set
out in these Terms;
e) you suffer an Insolvency Event;
f) we are required to do so under applicable law or are directed to do so by a
court or other body of competent jurisdiction; or
g) your Account has been inactive for 12 months.
Except to the extent that we are prohibited from doing so by law or such disclosure
would compromise reasonable security measures, we will use reasonable efforts to
notify you in advance of the suspension or cancellation of your Account. Where this is
not reasonably possible, we will endeavour to do so immediately after the cancellation
or suspension. If the suspension or cancellation of your Account is in connection with
(b) of this clause, we will provide you with new log-in details as soon as practicable and
you may request the same by email or by phone.
21.3 If your Account is suspended or terminated for whatever reason:
a) you will not be entitled to access or use that Account (in the case of
suspension, for the period of suspension); and
b) if you are a Lender, that suspension or termination will not affect your
obligation to pay us any outstanding Commission that is or becomes due and
payable to us under these Terms.
21.4 If you close your Account voluntarily and you are an Introducer, that will not affect our
obligation to pay any outstanding Commission to you that is or becomes due and
payable under these Terms.
21.5 All disclaimers, indemnities and exclusions in these Terms will survive termination of
an Account or these Terms for any reason, as will any other provisions in these Terms
that by their nature are intended to survive such termination.
22. Confidentiality
UKMATTERS:33237586.1
22.1 Lenders and Introducers must keep confidential any Borrower Information and any
other confidential information that is supplied or made available to it via the Service.
Borrowers must keep confidential any confidential information is disclosed to it via the
Service. Confidential information will include all information marked as being
confidential and any other information that should reasonably be assumed to be
confidential.
22.2 You must not disclose any confidential information disclosed to you via the Service
except to:
a) those of your employees or agents who need the information in order to enable
you to analyse the relevant information and (if applicable) for the purposes of
negotiating a Product and/or Finance Agreement;
b) your auditors and/or lawyers; and/or
c) any temporary staff, contractors or consultants working for you, provided that
disclosure of the information is necessary in order to enable the person to
whom it is disclosed to carry out the work concerned.
22.3 You will be responsible for ensuring that any person to whom information is disclosed
complies with any conditions of confidentiality applying to the information concerned
under these Terms.
22.4 The confidentiality obligations in this section will not apply to information which:
a) is or becomes available to the public other than because of any breach of
these Terms;
b) is, when it is supplied, already known to whoever it is disclosed to in
circumstances in which they are not prevented from disclosing it to others;
c) is independently obtained by whoever it is disclosed to in circumstances in
which they are not prevented from disclosing it to others; or
d) you are required to disclose by a court or by any regulatory authority, provided
that if you are required to do so, you will, wherever practicable (and subject to
applicable law), consult with the disclosing party before making such
disclosure.
22.5 Use of any personal information you submit via the website is governed by our privacy
and cookies policy.
23. Anti-money laundering
23.1 Each Lender warrants and represents that it will comply fully with its obligations under
the Money Laundering Regulations 2007 (MLR) including with respect to its use of the
Service.
23.2 Borrowers and Introducers acknowledge the importance of openness and accuracy in
the information provided and/or made available via the Service to facilitate compliance
with the MLR and other applicable law. If you have reason to believe that financial
crime of whatever type maybe involved with transactions introduced via the Service
you should contact us or the relevant authorities directly.
23.3 We may disclose Borrower Information or other information submitted or made
available to us via the Service if we are required to do so by the MLR or other
applicable law.
UKMATTERS:33237586.1
24. General
24.1 Force majeure: We will not be liable to you for any delay or failure in performing any of
our obligations under these Terms if such delay or failure is caused by:
a) circumstances outside our reasonable control (including any delay caused by
any User or third party, and any failure of the internet or an internet
connection); or
b) any failure, error, essential maintenance, critical change, repairs or alteration of
any computer systems, communication system or transmission link under third party control.
24.2 No partnership or agency: Nothing in these Terms is intended to, or will be deemed to: (a) establish any partnership or joint venture between you and us; or (b) constitute you and us as agents of one another.
24.3 No waiver: No failure or delay by you or us in exercising any of our rights under these Terms will be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these Terms will be deemed to be a waiver of any subsequent breach of the same or any other provision.
24.4 Severability: If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these Terms will continue to be valid as to its other provisions and the remainder of the affected provision.
24.5 Entire agreement: These Terms, together with the website terms of use, the Commission Terms and the privacy policy, constitute the entire agreement between us, and you acknowledge that you have not relied on any representations, statements or pre-contractual statements that are not expressly set out in these Terms. Without limiting the generality of the foregoing, you will not have any remedy for innocent or negligent misrepresentation based on any statement made by us in respect of the Service. However, nothing in this paragraph will limit or exclude any liability for fraudulent misrepresentation.
24.6 Notices: All notices given by you to us must be given via email, registered post or courier to the address set out at the end of these Terms. We will contact you using the email address associated with your Account. Notices will be deemed served: (a) in the case of email, 24 hours after sending, unless this does not fall on a Working Day, in which case the email will be deemed served on the next Working Day after it was sent;
(b) by courier, when delivered; and (c) by registered post, two Working Days after despatch. All notices given must be in the English language.
24.7 Third party rights: A person who is not a party to the agreement between us may not enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.
24.8 Governing law and jurisdiction: These Terms and your access to and use of the Service will be governed by English law. Any dispute regarding these Terms or the Service will be dealt with by the English courts. Nothing will prevent us from bringing proceedings to protect our confidential information or intellectual property rights before any competent court.
25. Contacting us
25.1 If you have any questions or complaints about these Terms or the Service, please
contact us:
a) by emailing us at support@Capitalise.com; or UKMATTERS:33237586.1
b) by writing to us at 345 Old Street, London, EC1V 9LL, United Kingdom.
25.2 We aim to respond no more than five days after you contact us, and our response will state whether it is our final response or that we are investigating the matter further. We may need to ask you questions in order to understand the details of your question or complaint. Any questions we ask, and any response we give, will be sent to the email address under which your Account is registered.
25.3 If a complaint relates to a Finance Agreement, you may have the right to complain directly to the Financial Ombudsman Service. For further information and contact details please see: http://financial-ombudsman.org.uk/.
26. Definitions and interpretation
26.1 Defined terms used in these Terms will have the following meanings:
"Account" means a User's account to use the Service that is activated following registration in accordance with paragraph 6.5;
"Authorised User" means a natural person who is appointed by a User to act as such on the User's behalf for the purposes of using the Services in accordance with these
Terms;
"Borrower" means a sole trader or entity fulfilling the criteria in paragraph 8.1 who or which has registered with us in accordance with these Terms and has an activated Account;
"Borrower Information" means any and all information and data submitted or made available to us by a Borrower and/or their Introducer (including information imported or made available to us via third party services and/or applications);
"Commission" means the applicable commission payable to us by a Lender, or the share of commission payable by us to an Introducer (as applicable), in accordance with
the Commission Terms;
"Commission Terms" means our document at [insert link] setting out our rates of Commission in force from time to time, the Commission payable to Introducers and terms and conditions relating to the payment of Commission to us;
"Decision Tree" means the Capitalise decision tree set out at [insert link], as may be varied by Capitalise from time to time, that sets out the types of Products that Borrowers are able to apply for via the Service;
"Finance Agreement" means an agreement entered into between a Borrower and a Lender in respect of any Product as a result of the Service;
"Insolvency Event" in relation to a person, means the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so;
UKMATTERS:33237586.1
"Introducer" means an individual, sole trader or entity fulfilling the criteria in paragraph
10.1 who or which has registered with us as an introducer in accordance with these Terms and has an activated Account;
"Lender" means an entity fulfilling the criteria in paragraph 9.1 which has registered with us as a lender in accordance with these Terms and which has an activated Account;
"Lending Passport Information" is defined in paragraph 12.5;
"Loss" means any loss, damage, claims, proceedings, cost or expenses;
"Product" means a type of finance or credit facility that may be offered by Lenders via the Service from time to time, subject to the restrictions set out in the Decision Tree;
"Product Request" means a request by a Borrower, or by an Introducer on behalf of a Borrower, for a Product via the Service;
"Service" is defined in paragraph 1.1;
"Service Information" is defined in paragraph 16.1;
"Terms" is defined in paragraph 2.4;
"User" means a Borrower, Lender or Introducer, as applicable;
“website” means this website operated by PlatFi Limited;
"Working Day" means any day other than a Saturday or Sunday or a bank holiday in the United Kingdom;
“you” means, as the context requires: (a) a business or entity which accesses this website as a prospective Borrower, Lender or Introducer;
or (b) a User.
26.2 In these Terms, unless it says otherwise:
a) reference to a person includes a legal person (such as a limited company) as well as a natural person;
b) reference to "including" in these Terms will be treated as being by way of example and will not limit the general applicability of any preceding words;
c) reference to any legislation will be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation;
d) references to paragraphs will be to those in these Terms; and
e) reference to these Terms will include reference to these Terms after they have been amended, added to or replaced by new terms.