FUNDING

Fluidly funding service terms

Last updated on 5 October 2021

Welcome to Fluidly. We provide a credit broking service that helps you apply for loans or other funding related products and services from Lenders (“Funding Service”). Further details of the Funding Service are available on our website at https://fluidly.com/ (the “Site”).  We are a credit broker and not a lender.

Additional capitalised terms used in the Terms are defined in clause 12.1 below.

The person accepting the Terms warrants to us that they:

  • are the intended applicant for Funding Products or otherwise authorised to act on the applicant’s behalf;
  • have read and understood the Terms and our Privacy Policy.

The Terms create a legally binding agreement between you and us and apply every time you use the Funding Service. If you click online to indicate your acceptance of the Terms, confirm in writing that you accept the Terms or continue to use the Funding Service, you have agreed to the Terms.

1

Use of the funding service

1.1

You may use the Funding Service for your business purposes only in accordance with the Terms. You may not use the Funding Service for any third party’s business purposes or for your or a third party’s personal finance.

1.2

We will introduce you to Lenders and the type of Funding Products that we believe (a) most closely match your needs; and/or (b) are most likely to result in a successful application.

1.3

Our role is to introduce you to Lenders. We have no responsibility for Funding Products, Lenders or for any Lender’s decision to proceed or not proceed in offering you a Funding Product.

1.4

We cannot guarantee that any Lender will be willing to provide you with a Funding Product. If they do, the terms and conditions will be entirely at the Lender’s discretion and any agreement for that Funding Product will be between you and that Lender directly. We will not be a party to or have any responsibility under any agreement between you and a Lender.

1.5

Please be aware that Lenders will carry out anti-fraud, identity verification and credit checks on you (and your owners or directors as applicable). We may also need to carry out these checks on you.

2

Your obligations

2.1

You must

2.1.1 co-operate with us in all matters relating to the Funding Service, including by promptly providing us with all information we reasonably request in connection with the Funding Service;

2.1.2 ensure all Funding Data is accurate and not misleading and that our use of such data does not infringe Applicable Law or the Intellectual Property Rights or any other rights of any third party;

2.1.3 update us immediately if you become aware that any Funding Data becomes inaccurate or misleading ;

2.1.4 prevent and take prompt remedial action against, any unauthorised access to or use of the Funding Service, including ensuring that all credentials required to access the Funding Service are kept secure and confidential; and

2.1.5 notify us promptly in the event of any such unauthorised access or use of the Funding Service using your access credentials.

2.2

You must not and must not permit any other person to:

2.2.1 attempt to copy, modify, or distribute any part of the Funding Service, unless expressly permitted by Applicable Laws or under the Terms;

2.2.2 access all or any part of the Funding Service in order to build a product or Funding Service which competes with the Funding Service or to provide Funding Service to a third party.

2.3

We reserve the right to suspend or terminate your use of the Funding Service if you breach the Terms. Any suspension will not prevent us from terminating your use of the Funding Service at a later date.

3

Payments

3.1

We do not charge you to use the Funding Service but we may receive commission from Lenders in exchange for us introducing you to them.

4

Data and data protection

4.1

To help us provide the Funding Service, we will gather data from a number of sources including you, your systems (including any accounting software you or your Accounting Partner connect us to) and third-party data sources. We will use Funding Data and such other data to enhance the databases we use to provide the Funding Service and our other services and for monitoring, analysing or improving our services.

4.2

We will share information about you with Lenders, and we will receive information from Lenders about your applications for Funding Products.

4.3

We will collect and process Personal Data in connection with our provision of the Funding Service.

4.4

For the purposes of the Data Protection Legislation, we will be a controller (as defined in the UK GDPR) of that Personal Data. We will process the Personal Data in accordance with the Terms and our Privacy Policy.

4.5

Each party warrants to the other that it will comply with its respective obligations under the Data Protection Legislation.

4.6

Wherever a Lender uses any of your Personal Data it does so as a controller in its own right, and subject to the terms of its own privacy policy. We are not responsible for the use of your personal data by Lenders.

5

Intellectual property rights

5.1

Intellectual Property Rights in:

5.1.1 the Funding Service, associated documentation, processes, systems and mobile apps remain our property.

5.1.2 Funding Data remain your property.

5.2

You grant us a licence to use, copy, excerpt, transmit and store Funding Data for the purpose of enabling you to use and us to provide the Funding Service. This licence applies both during the period you use the Funding Service and for so long as we are required to retain Funding Data to comply with Applicable Laws or our obligations to Lenders. We may also keep copies of Funding Data for archival purposes.

5.3

We will share Funding Data with Lenders and other third parties in connection with your use of the Funding Service.

5.4

If you have authorised an Accounting Partner to use the Funding Service on your behalf, you also authorise us to permit the relevant Accounting Partner to use, copy, excerpt, transmit and store Funding Data for the purpose of supporting their and/or your use of the Funding Service and for any other purpose related to the provision of services to you in your capacity as a client of the relevant Accounting Partner. This applies both during the period you use the Funding Service, and for so long as your Accounting Partner is required to retain such information to comply with Applicable Laws.

5.5

Where you grant us access to third party software or systems to provide or extract data or information (including Funding Data) for use in conjunction with the Funding Service, you must ensure that you are permitted to do so. We will not be responsible if you breach any third party terms as a result of such access.

5.6

You are solely responsible for the legality, reliability, integrity, accuracy and quality of Funding Data and your Personal Data, and for ensuring that we are legally entitled to use them in providing the Funding Service to you. You will indemnify us in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result of or in connection with any claim brought against us, our agents, subcontractors or consultants by any third party arising out of, or in connection with, the receipt or use by us of Funding Data and/or your Personal Data in the performance of the Funding Service.

5.7

If we receive Funding Data on your behalf from a third party, we will do so in accordance with any terms we have agreed with that third party.

6

Confidentiality

6.1

Each party undertakes that it will not at any time (a) disclose to any person; or (b) use for any purpose other than the performance or receipt of the Funding Service, any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 6.2.

6.2

The obligations in clause 6.1 will not apply to any information which is already in the public domain or comes into the public domain other than as a result of a breach of the Terms. In addition, each party may disclose the other party’s confidential information:

6.2.1 to its employees, officers, representatives or advisers and (where we are the discloser) to Lenders who need to know such information for the purposes of exercising the party’s rights, providing the Funding Service or carrying out its obligations under or in connection with the Terms;

6.2.2 in our case where we are the discloser, in accordance with our Privacy Policy; and

6.2.3 as may be required by Applicable Laws, a court of competent jurisdiction or any governmental or regulatory authority.

7

Limitation of liability

7.1

Nothing in the Terms will limit or exclude our liability (i) for death or personal injury caused by our negligence, (ii) for fraud or fraudulent misrepresentation, or (iii) to the extent that such liability cannot be limited or excluded by Applicable Laws.

7.2

You must ensure that any Funding Product suits your needs. We do not provide recommendations or advice in connection with the Funding Service or any Funding Product. You should obtain independent financial or other advice before proceeding with any agreement with a Lender in connection with a Funding Product.

7.3

Applications for Funding Products we submit on your behalf are in part based on third party information. We are not responsible for that third party information or its accuracy.

7.4

Subject to clause 7.1, we will not be liable to you under or in connection with the Funding Service (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) for: (i) loss of profit; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss of use or corruption of software, data or information; and (vii) any indirect or consequential loss.

7.5

We provide the Funding Service to you free of charge. To ensure that we can continue to do so we must limit our total liability to you in connection with the Funding Service (whether in contract, tort (including negligence), for breach of statutory duty, or otherwise) to £1000.00 (one thousand pounds sterling).

7.6

Except as expressly provided in the Terms and to the fullest extent permitted by Applicable Laws all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from the Terms.

7.7

We will not be in breach of the Terms or liable for failure to provide the Funding Service due to circumstances beyond our reasonable control, and we do not warrant that your use of the Funding Service will be uninterrupted or error-free.

7.8

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from:

7.8.1 the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Funding Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities; or

7.8.2 your acts or omissions (or those of your personnel, client(s), contractors and/or agents).

7.9

Please be aware that we will not take backup copies of Funding Data and will not be responsible for restoring Funding Data if its gets lost or destroyed. You should ensure that you keep and/or backup copies of Funding Data.

8

Term and termination

8.1

The Terms apply and form a separate agreement between us each time you apply for a Funding Product.

8.2

You have the option to stop using and we can terminate or suspend your use of the Funding Service at any time.

9

Consequences of termination

9.1

On termination of your use of the Funding Service the following provisions of the Terms will continue in force: Clause 4 (Data and Data Protection), clause 5 (Intellectual Property Rights), clause 6 (Confidentiality), clause 7 (Limitation of liability), clause 10 (General), clause 11 (Governing law and jurisdiction) and clause 12 (Definitions and interpretation).

9.2

Termination of your use of the Funding Service will not affect any rights or remedies that you or we may have accrued up to the date of termination.

10

General

10.1

If during the provision of the Funding Service we identify any data to you, or any data is identifiable, as Creditsafe data or as originating from Creditsafe (“Creditsafe Data”), you must, and must ensure that your Authorised Users, comply with the additional terms available at https://fluidly.com/creditsafe-data-terms/ as updated and amended from time to time.

10.2

You may not assign, transfer, subcontract or otherwise deal in any other manner with any of your rights or obligations under the Terms without our express prior written consent.

10.3

We may make changes to the Funding Service, the Site, our Privacy Policy and/or the Terms by giving you prior notice of such changes on the Site or by email. By continuing to use the Funding Service after the date of such notice you will be deemed to have accepted the changes.

10.4

A waiver of any right or remedy under the Terms or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default. Any remedy available under or connection with the Terms will, unless set out otherwise, be without prejudice to the availability of any other remedy.

10.5

A failure or delay by a party to exercise any right or remedy provided under the Terms or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Terms or by law will prevent or restrict the further exercise of that or any other right or remedy.

10.6

If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of the Terms.

10.7

The Terms constitute the entire agreement between you and us in relation to access to and/or use of the Funding Service and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in the Terms.

10.8

No one other than you or us will have any right under or rights to enforce the Terms.

10.9

Any notice given under the Terms by either party to the other must be sent by email: (i) to us at support@fluidly.com or any other email address we notify to you; and (ii) to you at an email address which you provided when starting to use the Funding Service. A notice sent by email will be deemed to have been received at the time of transmission provided that no delivery failure message is received by the sender. This clause will not apply to the service of legal proceedings.

11

Governing law and jurisdiction

11.1

The Terms and our Privacy Policy and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation will be governed by and construed in accordance with the law of England.

11.2

Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms and/or our Privacy Policy or their subject matter or formation.

12

Definitions and interpretation

12.1

Accounting Partner an accounting or other services firm which provides accounting or other related services to you and which uses the Funding Service in its provision of such service to you;
Applicable Laws all applicable laws, statutes, regulations, mandatory codes of practice and professional regulatory obligations applicable to the party in question from time to time in force;
Creditsafe Creditsafe Business Solutions Limited (registered number 03836192);
Data Protection Legislation means:

·       the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR), any national legislation passed to implement UK GDPR, and any legislation amending or replacing the UK GDPR from time to time; and

·       all other applicable laws (including judgments of any relevant court of law) and regulations relating to the processing of personal data, data privacy, electronic communications, marketing and/or data security,

in each case as from time to time in force and as from time to time amended, extended, consolidated, re-enacted, replaced or otherwise incorporated into law, and all subordinate legislation made under any of the above;

Funding Data all documents, information, data, items and materials in any form, whether owned by you or a third party, which are provided to us by you directly or indirectly (including through any third party accounting software, online platform or Accounting Partner) in connection with your use of the Funding Service (but excluding Personal Data).
Funding Products loans and other funding-related products and services provided by Lenders;
Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know- how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Lender a third party on our panel of lenders;
party you or us and “parties” means both you and us;
Personal Data the personal data collected and/or processed by us in connection with the provision of the Funding Service;
Privacy Policy the privacy policy available at https://fluidly.com/privacy-policy/ as we may update it from time to time by written notice to you;
Terms these terms of service;
“we”, “us” and “our” Fluidly Limited, a company incorporated in England and Wales with company number 10402874 and with its registered office at 20-22 Wenlock Road, London, England, N1 7GU.  We are Authorised and Regulated by the Financial Conduct Authority as a Credit Broker under the firm reference number 844093;
“you” and “your” the entity or person using the Funding Service and applying for Funding Products;

12.2

Words in the singular include the plural and in the plural include the singular. A reference to writing or written includes email. A reference to persons includes individuals, corporations, unincorporated bodies and associations which are recognised at law (whether or not having separate legal personality). A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Except where a contrary intention appears, a reference to a clause or schedule is a reference to a clause of or schedule to the Terms. Clause and schedule headings do not affect the interpretation of the Terms. Any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative only and will not be construed as limiting the generality of any preceding words.

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