Platform Agreement
THIS platform Agreement (THE “AGREEMENT”) is made between Lendhub GROUP LIMITED A COMPANY incorporated and registered in England and Wales with company number 11737871 whose registered office is at Chase House, 305 Chase Road, London, United Kingdom, N14 6JS, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (TOGETHER OR INDIVIDUALLY HEREINAFTER KNOWN AS THE "LENDER"), and THE USER. Each a “party” and together the “parties”.
WHERE THE USER IS A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL ENTERING INTO THIS AGREEMENT CONFIRMS THAT IT HAS AUTHORITY TO BIND THE USER AS A PARTY TO THIS AGREEMENT ON ITS BEHALF.
1. Definitions and construction
In this Agreement the following expressions shall apply (save where the context otherwise requires):
“Account” means a user account which is individual to the User, which is create for the purpose of becoming a user of the Platform.
“Affiliate” means each and any Subsidiary or Holding Company of a party and each and any Subsidiary of a Holding Company of a party.
“Applicant” means an individual who uses the Services to apply for a loan, including, without limitation, by submitting a Loan Application.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Commencement Date” means the date on which the User accepts this Agreement by clicking the “I Accept” button when creating an Account to use the Services.
“Data Protection Legislation” means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy.
“DPA” means the Data Protection Act 2018.
“Downtime” means a period during where there is a partial or total loss of use of the Platform.
“GDPR” means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.
“Intellectual Property Rights” means all copyrights, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same.
“Introducer” means an individual who introduces the Lender to an Applicant.
“Introduction Fee” means a fee which the Introducer may be entitled to for introducing the Applicant to the Lender.
“Introduction Fee Value” has the meaning given to it in clause 7.3.
“Loan” means a sum of money which the Lender lends to the Applicant in accordance with the terms of a Loan Agreement.
“Loan Agreement” means an agreement between the Lender and the Applicant for the provision of a Loan.
“Loan Application” means an application submitted by an Applicant (or the Introducer on behalf of the Applicant) via the Platform (or in some circumstances in hardcopy) for a Loan.
“Loan Completion” means the point in time when the funds to be loaned are transferred from the Lender to the Applicant.
“Loan Offer” means the Lender’s offer of a Loan to the Applicant following a Loan Application.
“Outage” means an instance of Downtime.
“Personal Data” has the meaning set out in Article 4(1) of the GDPR.
“Privacy Notice” means the Lender’s privacy notice published on its website https://lendhub.co.uk/privacy-notice/ as may be updated by the Lender from time to time.
“Purchase Order” has the meaning given to it in clause 7.6
“Qualified Introduction” means where:
- the Introducer informs the Lender of the Applicant’s wish to submit a Loan Application via the Services; and
- the Introducer facilitates the completion of a Loan Application by the Applicant by way of doing it on their behalf.
“Services” means services in relation to any:
- Loan Applications submitted; and/or
- Loan Offers made,
which are provided via the Platform (or in some circumstances, in hard copy), and other related services.
“Platform” means the platform used by Lender to enable use of the Services, which is either Lender’s proprietary software or third party software licensed to Lender.
“Term” means the effective term of this Agreement.
“User” means the user of the Services that might either be an Applicant or an Introducer.
“User Data” means all data submitted to the Lender by a User when using the Services, including when making a Loan Application.
“User Equipment” means such hardware and software as may be specified on the Website which the User is required to have in use in order to use and enable the Services to be provided in accordance with this Agreement.
The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.
Unless the context otherwise so requires:
references to Lender and the User include their permitted successors and assigns;
- references to statutory provisions include those statutory provisions as amended or re-enacted;
- references to any gender include all genders;
- words in the singular include the plural and, in the plural, include the singular.
In the event of any conflict between the terms and conditions of this Agreement and any provision of any schedule, the terms and conditions of this Agreement shall prevail.
Holding company shall be construed in accordance with section 1159 of the Companies Act 2006.
Subsidiary shall be construed in accordance with section 1159 of the Companies Act 2006.
2. User Account
In order to use the Platform, the User must register and create an Account.The User is responsible for all activity that occurs under the Account and it agrees to maintain the security and secrecy of its Account username, password and any other credentials which enable Account access.
The User shall not permit any unauthorised access to, or use of, the Platform, and, in the event of any such unauthorised access or use, it shall immediately notify the Lender.
The User warrants that any User Data supplied to the Lender when creating and using its Account is accurate, up-to-date and can be relied upon by the Lender.
The User accepts and acknowledges that the Lender may carry out identity checks and know your client procedures to confirm the User’s identity. The User agrees to provide all necessary assistance to the Lender in performing such checks and carrying out such procedures.
3. Provision of the Platform
The Lender hereby grants to the User a revocable, non-transferable, non-exclusive right, without the right to grant sublicences, to use the Platform for the sole purpose of receiving the Services, subject to the terms of the Agreement.
The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive or facilitate illegal activity in any way.
The User must not:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means;
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;
access all or any part of the Platform in order to build a product or service which competes with the Services;
outsource the Platform or the Services to third parties; and observe, study or test the functioning of the Software (including any underlying software or any part of it) that is used to provide the Services.
The Lender may suspend, terminate, withdraw or restrict the rights granted hereunder at any time without penalty in order to protect its legitimate business interests.
4. Outages and Changes to Services
The User acknowledges and accepts that Outages may occur where in the Lender’s reasonable opinion, they are necessary to facilitate improvements to, or maintenance of the Platform and Services. The Lender will use reasonable endeavours to minimise the duration of such Outages.
User requested interruptions (including, but not limited to, request for an application server to be re-booted) will be fulfilled at the Lender’s discretion but will not be considered a break in service and will not give rise to any liability on the part of the User.
The User accepts and acknowledges occurrence of Outages shall not constitute breaches of this Agreement.
5. Lender Warranties
For the avoidance of doubt, Lender makes no warranty that use of the Service will guarantee or enable compliance with any particular laws, regulations or codes of conduct. The Client’s compliance with any legal requirements to which it may be subject is entirely its own responsibility and Lender shall have no liability or responsibility in respect of the same.
Lender makes no representation or warranty that any information provided by or contained within the Services or Platform shall be accurate, complete or up-to-date and the User shall be responsible for verifying any such information on which it may choose to rely.
The Services are provided on an “as is” and “as available” basis, and the User’s use of the Platform and Services is at its own risk. Lender does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. Lender does not warrant that the Services will be available at any time, uninterrupted, error-free, or completely secure.
Lender does not and cannot control the flow of data to or from its network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Internet (or portions thereof). Although Lender will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Lender cannot guarantee that such events will not occur. Accordingly, Lender disclaims any and all liability resulting from or related to such events.
6. Loan Application and Loan Offer
The Services allow Users to submit Loan Applications via the Platform (and in some cases in hard copy form).
The User warrants that all User Data submitted to the Lender in any Loan Application is accurate and up-to-date, and agrees to notify, and provide details to, the Lender of any changes to the User Data without delay.
The User accepts and acknowledges that all mandatory sections of the Loan Application must be completed before the Loan Application will be considered. Accordingly, where a User is an Applicant it may need to wait until the Introducer has completed its allocated sections of the Loan Application and vice versa.
The User acknowledges that the Lender may seek further information or conduct any enquiries in order to:
verify any User Data submitted to the Lender in a Loan Application;
assess the Loan Application;
consider whether to make a Loan Offer,
and the User agrees to comply with any reasonable request made by the Lender and provide any reasonable assistance to the Lender in respect of the matters described in clauses 6.4.1 through to 6.4.3.
Where the Lender reasonably believes that any User Data submitted in respect of a Loan Application is false the Lender may:
at its sole discretion immediately refuse the Loan Application; and/o
report the User to the appropriate authorities, where it suspects that the User has submitted false User Data for fraudulent or any other unlawful purposes.
Although the Lender aims to consider all Loan Applications within a reasonable time period, the Lender gives no guarantee that Loan Applications will be considered within a particular time period. Any dates given in relation to the outcome of a Loan Application shall be estimates only and will not bind the Lender in any way.
The Lender is under no obligation to make a Loan Offer following a User’s Loan Application and may refuse a Loan Application for any or no reason.
Where the Loan Application is successful it shall make a Loan Offer to the Applicant. The terms of any Loan Offer are confidential and subject to the confidential provisions of this Agreement.
The User accepts and acknowledges that a Loan Offer is provisional only and may be withdrawn, amended, cancelled, conditioned or altered in any way by the Lender until:
A Loan Agreement has been entered into between the Applicant and the Lender;
and Loan Completion.
7. Introduction Fee
This clause 7 shall only apply where the User is an Introducer.
Where the User is an Introducer, it may be entitled to an Introduction Fee where it makes a Qualified Introduction.
The value of the Introduction Fee may vary for each Loan Application submitted. Accordingly, without prejudice to clause 7.4 below, the Lender shall notify the Introducer of the specific value of the Introduction Fee when (and if) it makes a Loan Offer in respect of a specific Loan Application (“Introduction Fee Value”).
The Introducer accepts and acknowledges that the Introduction Fee Value may be amended by the Lender to reflect any changes in the Loan Offer. The Introducer accepts and acknowledges that the right to receive an Introduction Fee is conditional upon successful Loan Completion in relation to the relevant Loan.
Within 45 days from Loan Completion, the Lender shall raise a purchase order for the Introduction Fee (“Purchase Order”) with the Introducer.
Following receipt of a Purchase Order, the Introducer shall be eligible to invoice the Lender for the Introduction Fee at the Introduction Fee Value set out in that specific Purchase Order.
The Lender reserves the right to refuse payment of any invoice raised pursuant to clause 7.7 where the Introduction Fee Value in the invoice is a different amount to that which is set out in the relevant Purchase Order.
Unless there is a disagreement about the Introduction Fee Value present in the invoice, the Lender shall pay the Introduction Fee within 45 days of receipt of such invoice.
Where any dispute arises as to the Introduction Fee Value, the matter shall be referred to the Lender’s auditors, and the auditor’s decision, save in the case of manifest error, shall be final and binding on all parties. The Introducer shall be liable to pay any auditor fees incurred pursuant to this clause, save where the auditor agrees in all respects with the Introducer’s calculation of the Introduction Fee Value in which case the Lender shall pay the auditor’s fees.
No interest shall accrue for late payment of the Introduction Fee.
8. User Obligations and Warranties
The User represents, warrants and undertakes that:
it shall be responsible for ensuring that the User Equipment is compatible with, and supports the use of, the Platform.
it has and shall during the Term have the legal right and authority to use and have used the User Equipment as contemplated under this Agreement;
it will use the Services only for lawful purposes and in accordance with this Agreement; it will use the Services only for its intended purpose;
it will at all times comply with Data Protection Legislation;
any Personal Data will only be provided to Lender in accordance with Data Protection Legislation; and
it will be solely responsible for the accuracy and submission of User Data when using the Services and the Lender will not be liable for failing to ensure the accuracy of any User Data.
In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Lender will have the right to suspend immediately any related Services if deemed reasonably necessary by Lender to protect the proper interests of Lender or its other customers.
9. Data Protection
The User acknowledges and accepts that the Lender shall process any of the User’s Personal Data in accordance with its Privacy Notice.
The User warrants that:
- any Personal Data that it may provide to Lendhub is accurate and complete in all respects; and
- it is authorised to and has made any necessary notifications in order to supply Lendhub with the Personal Data.
10. Security
Each party recognises that it is impossible to maintain flawless security but (where relevant) Lender shall take all reasonable steps to prevent security breaches in its servers' interaction with the User and security breaches in any interaction with resources or users outside of any firewall that may be built into Lender’s servers.
11. Limitation of Liability
Except as expressly stated in clause 11.2:
Lender shall not be liable for any indirect or consequential loss or damage suffered by the User, or any irrespective of how such loss or damage may arise and no matter which theory of liability gives rise to any cause of action by User.
Lender shall have no liability for any losses or damages which may be suffered by the User (or any person claiming under or through the User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
special damage, even though Lender was aware of the circumstances in which such special damage could arise;
loss of profits;
loss of anticipated savings;
loss of business opportunity;
loss of property development opportunity;
loss of goodwill;
or loss of or damage to data. to the extent that not excluded by clauses 11.1.2, 11.3, 11.4, 11.5 or otherwise, the total aggregate liability of Lender, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed the higher of: (i) the cost of supplying the User with the Services again; and (ii) £1,000. .
the User agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) Lender shall have no liability otherwise than pursuant to the express terms of this Agreement;
The exclusions in clause 11.1 shall apply to the fullest extent permissible at law but Lender does not exclude liability for:
death or personal injury caused by the negligence of Lender, its officers, employees, contractors or agents;
fraud or fraudulent misrepresentation; or
any other liability which cannot be excluded by law.
Lender shall not be liable for any interruption to the Services or Platform or any Outages.
Lender shall not be liable for any loss or damage of whatsoever nature suffered by the User arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the User or arising from any cause beyond Lender's reasonable control.
The User accepts that Lender is in no way liable for any virus or other contaminants which enter the User's email system or computer network via email or for any loss, damage, interruption to the Services or Outages caused by the failure of the User Equipment.
12. Intellectual Property Rights
The parties hereby agree that the User shall not acquire any Intellectual Property Rights whatsoever in respect of the Platform, documentation and other materials used by Lender in connection with or related to the provision of the Services hereunder.
The User hereby grants to Lender:
A non-exclusive, royalty-free, world-wide licence during the Term to use, copy, reproduce, and manipulate all and any User Data, for the purposes of using the data for the provision of the Services; and
A non-exclusive, royalty-free, world-wide licence during the Term to use, reproduce and display the User’s trade marks for the purposes for the provision of the Services and for marketing purposes.
13. Termination
Without prejudice to its rights herein, the Lender may terminate this Agreement immediately by giving written notice to the User:
if the User commits an irremediable breach of this Agreement, or a remediable breach which it fails to remedy within 7 days after the service of written notice requiring it to do so;
if the Lender has any reason to suspect that User’s use of the Platform and Services is unlawful, immoral, inappropriate, or that its use would bring the Lender, any third party, the Platform or the Services into disrepute or in breach of any applicable laws, regulations or codes;
if the Lender has any reason to suspect that User is using the Platform for any reason other than to submit and track Loan Applications and/or to receive Loan Offers;
if the Lender has any reason to suspect that any information submitted to the Lender including, without limitation, information contained within the Loan Application or its declaration is false, misleading or inaccurate; where the Lender reasonably believes it is required to do so by law, a regulatory body or other competent authority;
where the Lender withdraws the Platform from service, or otherwise reorganises or restructures its business so as to necessitate the termination or suspension of provision of the Platform and Services to the User;
if the User disputes the ownership or validity of Lender's Intellectual Property Rights; or
in order to protect the Lender’s legitimate business interests.
Lender shall be entitled to terminate this Agreement for any reason by giving 30 days’ written notice.
In the event of termination of this Agreement for any reason:-
all rights granted to the User under this Agreement shall immediately cease;
the User must immediately cease all activities authorised by this Agreement, including its use of any Services;
the User must immediately delete or remove the Platform from all devices under its control, and immediately destroy all copies of the Platform in its possession, custody or control and certify to the Lender that it has done so.
Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly, or by implication, intended to come into force or continue in force on or after that termination. For the avoidance of doubt, termination of this Agreement shall not affect the existence or enforceability of any Loan Agreement entered into between the parties.
14. Confidentiality
This clause shall apply to any Confidential Information (as defined in clause 14.2 below) that does not contain Personal Data. All Personal Data shall be subject to clause 9 of this Agreement, and where there is any conflict between the provision of this clause 14 and clause 9, then clause 9 shall prevail.
Each party receiving information pursuant to this Agreement (“Receiving Party”) shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes, nor without the prior written consent of the other party (“Disclosing Party”) disclose to any third party, any and all information of a confidential nature (including trade secrets, information of commercial value and the terms of any Loan Offer) that may become known to the Receiving Party and which relate to the Disclosing Party or any of its Affiliates (“Confidential Information”).
Lender hereby undertakes not to, without the User’s written consent, disclose the User Data in whole or in part to any other person save those of its employees, agents, sub-contractors and any third parties involved in the provision of the Services.
The provisions of clause 14.2 above shall not apply to the whole or any part of the Confidential Information to the extent that it is:
trivial or obvious;
already in the Receiving Party’s possession without duty of confidentiality on the date of its disclosure to it by the Disclosing Party;
in the public domain other than as a result of a breach of this clause; or
to the extent that disclosure of such information may be required by any governmental agency or by operation of law and, in either such case, the Receiving Party required to make such disclosure shall, unless legally precluded from doing so, use reasonable endeavours to notify the Disclosing Party of such requirement prior to making the disclosure.
Each of Lender and the User hereby undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of the Confidential Information and the provisions of this clause 14. Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party's Confidential Information immediately upon becoming aware of the same.
The provisions of clause 14 shall remain in full force and effect notwithstanding any termination of this Agreement.
15. Force majeure
Neither party hereto shall be liable for any breach of its obligations hereunder, except in respect of payment, resulting from causes beyond the reasonable control of the party in default (or its sub-contractors) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute (except involving a party’s own employees), illness, flood, fire or tempest (an “Event of Force Majeure”). Any time limit or estimate for a party to perform any act hereunder shall be suspended during an Event of Force Majeure.
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
If a default due to an Event of Force Majeure shall continue for more than 30 days, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure, but such termination shall not affect any pre-existing rights or obligations of either party.
16. Waiver
The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
17. Notices
To Lender: any notice, request, instruction or other document to be given to the Lender hereunder shall be sent via e-mail to the following e-mail address: info@lendhub.co.uk (such email notice deemed delivered following confirmation from the Lender of receipt.
To User: any notice, request, instruction or other document to be given to the User hereunder shall be delivered or sent to the User’s Account via the Platform by email, text message or by post using the contact details provided to the Lender via the User’s Account (such notice to be deemed delivered at the time of transmission for notices sent via the Account, text message and e-mail or two Business Days after delivery for post).
18. Publicity
The Lender is permitted to make announcements or information concerning this Agreement available in any advertising publicity promotional or other marketing activities without the prior written consent of the User. For the avoidance of doubt, the Lender is permitted to use the User’s name, logo and any feedback it provides to the Company.
The User shall, on request, assist the Lender in preparing a case study which sets out the benefits that the User has derived from receipt of the Services. The User shall not make an announcement or information concerning this Agreement or any ancillary matter shall be made or released or authorised to be made or released in any advertising publicity promotional or other marketing activities without the prior written consent of the Lender.
19. Invalidity and severability
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
20. Entire agreement
This Agreement constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Lender may modify the terms of this Agreement to reflect changes to the law, the Lender’s business or the Services, or for any other reason it deems appropriate, acting reasonably. The Lender shall notify the User of any changes to this Agreement via the Platform. If the User does not accept the notified changes it should stop using the Services.
21. Relationship
The parties are independent from one another and are not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
22. Successors
This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.
23. Assignment
The User shall not be entitled to assign this Agreement nor all or any of its rights and obligations hereunder without the Lender’s prior written consent, such consent not to be unreasonably withheld. A User’s Account is individual and specific to the User whose name the Account is in and cannot be transferred to another User under any circumstances.
The Lender shall be entitled to assign this Agreement or all or any of its rights and obligations hereunder.
24. Sub-contracting
Lender shall be entitled to sub-contract the whole or any part of its obligations hereunder to any third party.
25. Governing Law & Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
26. Third Party Rights
No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement.
