FundingXchange Terms for Businesses
Last Amended: May 18, 2018
Thank you for visiting www.fundingxchange.co.uk, a referral platform for businesses and financial service providers (“the Service”), operated by Funding Xchange Limited whose details are given below (“we”, “us”, “our”).
These terms and conditions (“Agreement”) govern the use of the Service by any business registered with us (“the Business”, “you”, “your”). We are a credit broker and not a lender (please see Clause 3 for a more detailed description of our role).
This Agreement shall commence on the date when we notify you that we have opened an Account in our systems under Clause 2.1 and continue thereafter unless and until it is terminated in accordance with Clause 12 (“the Term”).
Capitalised terms shall have the meaning given to them where they first appear.
1. Information about us
Funding Xchange Limited is a limited company registered in England and Wales with Company No. 09228134 whose registered office is at Winnington House, 2 Woodberry Grove, North Finchley, London, United Kingdom N12 0DR.
We are registered with the Office of the Information Commissioner (No. 00041557926). Funding Xchange Limited is authorised and regulated by the Financial Conduct Authority (reference number: 685043).
Funding Xchange is also regulated as a Payment Services Firm (reference number: 793402).
2. Eligibility and Registration
2.2 You are responsible for making all arrangements necessary for you to have access to the Service and for ensuring that all persons who access the Service through your network, systems and/or internet connection are aware of this Agreement and comply with its terms.
2.3 To be eligible for an Account with features relevant to a Business (“Business Account”), you must be:
(a) an individual who has an address in the United Kingdom of Great Britain and Northern Ireland, excluding the Channel Islands and the Isle of Man (“UK”) who is at least 18 years old and acting for purposes outside his trade, business or profession; or
(i) a company or limited partnership with an address in the UK which is not owned or controlled by a public authority; or
(ii) a partnership comprising individuals or entities mentioned above which is not owned or controlled by a public authority,
(c) In addition:
(i) your annual turnover must be less than £25 million and you must not be part of a group (as defined in section 474 of the Companies Act 2006) which as a whole has an annual turnover which is equal to or greater than £25 million; and
(ii) your principal activity is a commercial activity and not an activity that is regulated under the Financial Services and Markets Act 2000 (“FSMA”).
2.4 If you register multiple Businesses within one Account or operate an Account for them (for which you must have their prior express written authority in each case), you and they must notify us if you are no longer authorised to act on their behalf.
2.5 If you choose, or you are provided with, a user identification code, password or any other piece of information required to access your Account as part of our security procedures (“Passcodes”), each time you seek to access your Account, we will check your identity by asking for your strong>Passcodes. As long as your correct Passcodes are entered, we will assume that you are the person giving instructions and you will be liable for them, except to the extent provided for in Clause 2.6. You must therefore keep the Passcodes secret and make sure that they are not stored in a way that enables others who are acting without your authority to access them or impersonate you. If you disclose the Passcodes to any person whom you authorise to access and operate your Account on your behalf, you are also responsible and liable for any access, use, misuse or disclosure of your Passcodes or your Account by that person.
2.6 Unless and until you tell us that you believe that someone else, who is acting without your authority, knows the Passcodes or can use the Service by impersonating you:
(a) you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
(b) we will not be responsible for any unauthorised access to confidential information about you in your Account.
2.7 We can refuse to act on any instruction that we believe: (a) was unclear; or (b) was not given by you or someone acting on your behalf with your authority; or (c) might cause us to breach a legal or other duty; or (d) if we believe the Service is being used for an illegal purpose.
3. The Service – Our Role
3.1 As a firm that has been designated by the Treasury as a “designated finance platform” under section 5(9) of the Small Business, Enterprise and Employment Act 2015 we provide a service for the exchange of information between finance providers and businesses that require finance. The Service provides you with access to data on both unregulated financial products and certain credit products within the scope of the Consumer Credit Act 1974 (“Product Data”) that are advertised or otherwise displayed on the Service by the providers of those products (“Finance Providers”) and enables you to post information on the Service about your financial requirements (“Finance Requests”). We are a credit broker and not a lender. Unless expressly stated by us in writing, we are not acting as an agent or broker on your behalf, or on behalf of any Finance Provider(s).
3.2 You acknowledge that under The Small and Medium Sized Business (Finance Platforms) Regulations 2015 (“the Regulations”), any designated bank to which you have made a finance application that has been unsuccessful must provide to us all the following information, as specified under the Regulations that it holds in relation to that application (“specified information”) which we must make available to Finance Providers in such form that no individual business, and no person associated with the business, can be identified:
(a) the name of the small or medium sized business;
(b) the postal address, email address and telephone number of the business;
(c) the amount of finance requested by the business (other than in relation to a request for a credit card account, unless the business has requested a credit card account with a specified limit);
(d) the type of finance requested by the business (where a specific type of finance has been requested by the business);
(e) the legal structure of the business (limited company, limited partnership, partnership sole trader, or other);
(f) the period in years and months for which the business has been trading and receiving income;
(g) the date by which the business requires finance or, if such date is not known, the date by which the business has requested finance.
We may only maintain a Finance Provider’s access to the specified information until 30 days after the date by which such information states you require finance (or, if such date is not known, the date by which you have requested finance); or the end of the Business Day after you inform us that either you do not wish any Finance Provider to access such information or you no longer require finance. You acknowledge, however, that the Regulations also require us to maintain records that are relevant to demonstrating our compliance or non-compliance with any relevant requirement applicable to us for no less than five years from the date on which the records were created.
3.3 As an Account Information Services Provider registered with the FCA we may provide “account information services” in accordance with the Payment Services Regulations 2017 (“PSRs 2017”). This allows us, at your instruction, to collect certain banking transaction data and use such data to assist us in providing the Services. You acknowledge that we may use and provide this data to interested Finance Providers as set out in clause 4 below.
4. Posting Finance Requests
4.1 As a Business, you may post a Finance Request to be displayed on the Service at any time by following the instructions on the Service.
4.2 You may withdraw a Finance Request at any time.
4.3 In order to assist us in measuring the success of the Service and receive Commission owed to us by Finance Providers, each Business must report to us the terms of any finance arrangement it enters into with a Finance Provider, in the format specified by us on the Service.
4.4 We reserve the right, in our sole and absolute discretion, to remove a Finance Request for any reason at any time.
4.5 By submitting a Finance Request to the Service, you agree that we may obtain a credit reference in relation to you (and your director(s), where relevant) and we may provide interested Finance Providers with access to your Finance Requests and related data collected by us, solely to enable those Finance Providers to determine whether to issue to you a statement of the terms, if any, on which they would be prepared to commence negotiations outside the Service for a funding arrangement, subject to certain checks or other conditions being met (“Indicative Offer”). Please note that Indicative Offers are not an actual offer of finance.
4.6 Finance Providers are obliged to destroy your Finance Requests and related data to which we have granted them access:
(a) immediately, if they decide not to issue an Indicative Offer;
(b) within three months after issuing Indicative Offers if negotiations on those Indicative Offers fail or do not proceed; or
(c) Within six months if you do not respond to any Indicative Offers
subject to any record-keeping obligations under applicable law.
4.7 We will retain each Finance Request and related data collected or received by us as long as your Business Account is active and, subject to the provisions of Clause 12.4 and any record-keeping requirement under applicable law, we will delete the information if you close the Account.
4.8 Finance Providers shall not request any external credit reference or credit score without your prior explicit consent.
4.9 You acknowledge that credit reference agencies link together the records of you and anyone that you have advised is a financial associate (e.g. someone with whom you have a joint credit account) including previous and subsequent names of parties to the account. Links between financial associates will remain on your, and their, credit reference files until such time as you or your associate successfully files for a disassociation with the credit reference agencies. We may take into account information about your financial associates in your credit reference.
4.10 You also acknowledge and agree that we may ask you for your feedback on Finance Providers and use this feedback to ensure that they are adhering to any service levels and/or code of conduct that we may adopt from time to time.
5.1 The Service is free of charge to Businesses. However, you are responsible for any related telecommunications charges, digital television subscription or other charges for the time you spend accessing the Service via the Internet or any other relevant network.
5.2 We will not charge any fee to any Business in relation to the provision of information about a finance application made to us by that Business, as required by the Regulations. We may introduce one or more fees to Businesses and change our fees from time to time to reflect legitimate cost increases or reductions in operating and/or supplying other aspects of the Service. We will give you at least 30 days’ prior written notice of any such change, in which case you may terminate this Agreement before such change takes effect.
5.3 We receive commission from Finance Providers for introducing Businesses on a standardised basis in order to avoid any actual or perceived bias on our part towards any one Finance Provider.
6. Representations and Warranties
6.1 By agreeing to the terms of this Agreement, you represent and warrant to us that:
(a) all information you provide to us is complete, true, up-to-date and accurate in all respects;
(b) you are entering into this Agreement as principal and not on behalf of any third party without that party’s express written authority; and
(c) you will not use the information posted on the Service for any purpose other than preparing or reviewing a Finance Request.
7. Intellectual property rights
7.1 We are either the owner or the licensee of all intellectual property rights in the Service, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2 You may print and may download extracts, of any page(s) from the Service for your own internal business purposes.
7.3 You must not modify the paper or digital copies of any information you have accessed via the Service, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You must always acknowledge our status (and that of any identified contributors) as the authors of material on the Service.
7.4 You must not use any text, numerical information, graphics, still and moving images on the Service, including User Content as defined in Clause 9.1 (“Service Information”) for external commercial purposes or exploitation without obtaining an explicit written licence to do so from us or our licensors.
7.5 If you use, copy or store any Service Information in breach of this Agreement, your right to use such information will cease immediately and you must, at our option, return or destroy such information.
8. Service Usage Restrictions
8.1 You represent, warrant and undertake that you will not:
(a) use the Service to:
(i) harvest or collect email addresses or other financial, personal or contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Service;
(ii) create a database (electronic or otherwise) that includes Service Information downloaded or otherwise obtained from this Service otherwise than for your own records (and except where expressly permitted under this Agreement);
(iii) transmit or re-circulate any Service Information to any third party except where expressly permitted by us or via the Service;
(b) use any of the Service Information for the purpose of marketing to, or re-targeting, any Business;
(c) use the Service in any unlawful manner or in any other manner that could damage, disable, overload or impair the Service or the servers on which it is hosted;
(d) use automated scripts to collect information from or otherwise interact with the Service;
(e) register on the Service more than once;
(f) register any entity on the Service without that entity’s prior written authorisation;
(g) impersonate any person or entity, create a false identity in relation to the Service or falsely state or otherwise misrepresent yourself, your age, your employment or circumstances or your affiliation with any person or entity;
(h) use or attempt to use another user’s Account without authorisation to do so;
(i) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
(j) use the Service in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with this Agreement.
9. User Content
9.1 In addition, you represent, warrant and undertake that you shall not upload, post, publish, display, transmit, share, store or otherwise make available on the Service any of the text, numerical information, graphics, still and moving images or other material, whether as part of or related to any Finance Request, comments or feedback on any Finance Provider or other third party, or otherwise (“User Content”) that:
(a) you did not create or that you do not have permission to display, publish or post;
(b) we may deem, in our sole and absolute discretion:
(i) to be misleading, harmful, threatening, unlawful, libellous, defamatory, infringing of any intellectual property rights, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; and/or
(ii) to contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
(iii) to be a denial of service attack or a distributed denial of service attack; and/or
(iv) to be unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; and/or
(v) to be the private information of any third party, including, without limitation, addresses, phone numbers, email addresses or other identifiers, credit card numbers and/or debit card numbers; and/or
(vi) to be an attempt to promote or market any goods or services for your own financial benefit other than those expressly permitted under this Agreement.
9.2 You are solely responsible for your User Content. You understand and agree that we may, but are not obligated to, make changes to the Service and may delete or remove (without notice) any User Content in our sole and absolute discretion, for any reason or no reason, including without limitation User Content that in our own absolute discretion violates any provision(s) of this Agreement. You are solely responsible at your own cost and expense for creating backup copies and replacing any User Content.
9.3 When you post your User Content, you authorise and direct us to make such copies of it as we consider necessary in order to facilitate the publication, display and storage of the User Content in relation to the Service in accordance with the provisions of this Agreement. By posting User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Service, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorise sublicenses of the foregoing. You may remove your User Content from the Service at any time. If you choose to remove your User Content, the license granted above will automatically expire, however, you acknowledge that we may retain archived copies of your User Content.
9.4 You agree to indemnify and hold us, our subsidiaries and affiliates, and our directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees and expenses, and all registration fees and duties, arising out of or in connection with any of your User Content, your listing of any Finance Requests or other use of the Service, your conduct in connection with the Service or with other users of the Service, and any breach by you of this Agreement or of any applicable law or the rights of any third party.
9.5 We welcome ‘links’ to the home page of the Service, but you may not include a link to any page of the Service that is not the home page. You must not display the contents of the Service (or any page from it) or allow it to be displayed surrounded or framed or otherwise surrounded by material not originating from us without our prior written consent. If you wish to make any use of material on the Service other than that set out above, please contact us on email@example.com
10. Service Disclaimers
10.1 The Service Information may contain basic information about types of products, as well as commentary and other materials, to help you understand your needs and/or the Product Data, but such information is not intended to amount to advice or to be relied upon to make any decision. If you are uncertain about the meaning of any information on the Service, we recommend that you obtain independent financial and/or legal advice about it. We shall not be liable or responsible for any loss or damage arising from any reliance placed on the Service Information by you or any other users, or by anyone who may be informed of any of such information.
10.2 Owing to the number of third party sources from which the Service Information is obtained and the nature of distribution of Information via the Internet, we cannot guarantee, warrant or represent that:
(a) the Service Information is complete, true, accurate, up-to-date or error-free;
(b) the Service or web site is virus free or that their operation will be continuous, uninterrupted or error-free.
10.3 Although we provide rules for user conduct and postings, we do not control and are not responsible for User Content, including any that breaches or is of a kind that might breach any provision of this Agreement. We are not responsible for the conduct of any user, whether on or outside the Service.
10.4 The information provided via the Service is intended solely for use by persons and organisations that meet the eligibility criteria set out in Clause 2 above. The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to any applicable law.
10.5 The Service and the Service Information and all other information on the Service, is provided “as-is” and we disclaim any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Neither the Service nor the Service Information can be relied upon by you or any third party as a guarantee of any particular result, nor does the Service or any Service Information constitute any form of advice, recommendation or endorsement by us. Neither the Service nor the Service Information is intended by us to be relied upon by you as the basis for making (or refraining from making) any specific decision.
10.6 You download the Service Information at your own discretion and you will be exclusively responsible for any damage to your computer or any loss of data that results from you downloading any Service Information. Therefore, you should exercise caution in the use and downloading of any Service Information and use the latest version of industry-recognised software to detect and disinfect viruses.
10.7 The Service may contain links to other Internet sites and contact details for services provided by others. The availability of such third party sites, services or material does not constitute any form of recommendation, advice,
endorsement or publication of any such third party sites, services or material and we are not responsible for their availability or Information.
10.8 Subject to the provisions of this Agreement, we are not responsible for third party content downloaded or any content posted by users in relation to the Service.
10.9 We aim to update the Service regularly, and may change the content at any time, however, any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material. We reserve the right to change any and all Service Information, software and other items used or contained in the Service offered through the Service at any time without notice. If the need arises, we may suspend access to the Service, or close it indefinitely.
11.1 To the extent permitted by applicable law, each party shall only be liable to the other party for any loss or damage which results as a directly foreseeable consequence of its breach of this Agreement, negligence, wilful default, fraud or misconduct.
11.2 To the extent permitted by applicable law, our liability to you in respect of your use of the Service and any Service Information shall be limited to the amount paid to us in relation to any such use.
11.3 Except to the extent prohibited by applicable law, neither party will be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by it under this Agreement.
11.4 Nothing in this Agreement shall limit our or your liability for personal injury or death, or for any other liability which may not be excluded by applicable law.
11.5 You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.
11.6 No party shall be liable for any failure or delay in the performance of any obligation under this Agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.
12.1 Either party may terminate this Agreement by giving 30 days’ notice to the other in writing at any time.
12.2 You may terminate this Agreement immediately by notice in writing to us at any time in the event that:
(a) we are in material breach of Clause 9.3 of this Agreement;
(b) we are in material breach of any provision of this Agreement and fail to remedy such breach within 30 days of your written notice to do so.
12.3 We may terminate this Agreement immediately by notice in writing to you at any time in the event that:
(a) you are in material breach of Clause 8.1 (Service Usage Restrictions) and/or 9.1 (User Content) of this Agreement;
(b) you are in material breach of any provision of this Agreement and fail to remedy such breach within 30 days of our written notice to do so; and/or
(c) we suspect that you have used the Service, or intend to use the Service, for the purpose of an illegal activity.
12.4 Following termination of this Agreement, without prejudice to any accrued rights and obligations of the parties:
(a) each party shall pay to the other all outstanding amounts owed by it to the other party (if any) within 7 days, without netting or set-off;
(b) we will provide you with limited access to the Service and your Account for a period of 7 days to download any of your User Content. Upon the expiry of that 7 day period, your access to your Account and the Service will be terminated and we will have no obligation to you to store or provide you with access to any information relating to your activity on the Service; and
(c) you acknowledge that the Regulations require us to retain information received and provided under the Regulations for a period of five years for the purposes of providing to the Treasury on request statistical information relating to such information, but such information may be retained in such form that no individual business and no person associated with such a business can be identified.
13.1 If you wish to make a complaint about us or the Service you can email firstname.lastname@example.org, or contact us on 020 3695 9206 with details of your complaint.
13.2 Within 24 hours of receiving the complaint (on a Business Day a “Business Day” being any day – except Saturdays, Sundays and Bank Holidays) the Funding Xchange Customer Service Team, led by the COO will acknowledge the complaint by email.
13.3 If we can resolve your complaint within 3 business days following the day we received it, we’ll send you confirmation of this and we’ll also let you know about the Financial Ombudsman Service (FOS) at this time.
13.4 If the complaint cannot be resolved by the third Business Day after the complaint is received, we will send you a copy of the Complaints Handling Policy which will inform you of the next steps, including the investigation process.
13.5 Any investigation of complaints will include:
The review of all facts and data
Speaking to any relevant individual or company
Recording the outcome or recommendation in writing
Flagging for action any required changes or improvements in procedures
13.6 Once we’ve completed a thorough investigation, we’ll give you a Final Response. This will outline the details of our investigation, how we reached our decision and what we’re going to do to put things right.
13.7 If for any reason you’re not happy with our decision, or it has been over 8 weeks since you first raised your concerns with us, you may be able to refer your complaint to the Financial Ombudsman Service.
13.8 We’ll send you the full details of our decision in a ‘resolution letter’, including your right to refer your complaint to the Financial Ombudsman Service. The Financial Ombudsman Service acts as an independent and impartial organisation which helps settle disputes between consumers and financial services businesses.
13.9 You can contact the Financial Ombudsman Service at:
Phone: 0800 0 234 567 (free from fixed and mobiles) lines
Post: Financial Ombudsman Service, Exchange Tower, London E14 9SR
14.1 Except as otherwise expressly provided in this Agreement, any communication in writing may be given:
(a) by post to the last known postal address that we hold for you or you hold for us;
(b) by email to the email address last notified by you to us or by us to you.
14.2 Unless prohibited by applicable law, we may communicate with you by posting information in your Account or on the Service.
14.3 To the extent we are required to make communications under the PSRs 2017, we shall do so as set out at 14.1.
14.4 In the event of suspected fraud, we shall contact you using the contact telephone number provided by you during the registration process.
14.5 Communications sent:
(a) by post will be treated as received by you three Business Days after posting;
(b) by email they will be treated as received immediately upon sending, so long as we do not receive notice of non-transmission or non-receipt;
(c) via your Account or on the Service will be treated as received by you when it is posted by us.
14.6 You agree that, unless and until you withdraw this consent by email to us, we may use your telephone, SMS, email, fax and postal address to alert you to information about our products and services.
15. Amendments to this Agreement
15.1 Subject to the provisions of Clause 5 (Costs), we may amend this Agreement by giving you notice via the Service and your Account. However, we will only make changes:
(a) in response to feedback from you and other users;
(b) required by our third party service providers;
(c) we consider that the change(s) will make this Agreement clearer;
(d) to introduce new systems or technology;
(e) to introduce new products or services; or
(f) required by applicable law or the decisions or orders of any court, ombudsman, arbitrator, regulator or any undertakings given in one of those contexts,
in which case, we will use all reasonable endeavours to give you at least 30 days’ notice before making the change, but may implement the change sooner if it is beneficial to you, or not relevant to you or your ability to use the Service. If you continue to use the Service after we have given you such notice, you will be deemed to have accepted the Agreement, as amended. If you are not happy with any changes to this Agreement, you may terminate this Agreement in accordance with Clause 12.
16.1 This Agreement is supplied in English and all communications between all or any of us (including any communications or documentation passing between all or any of us before entering into any contract) will be in English.
16.2 This Agreement is governed by English law and the courts of England and Wales will have exclusive jurisdiction to settle any disputes that may arise in relation thereto.
16.3 Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16.4 If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction or regulatory authority, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver by us of, or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
16.5 You shall not be entitled to assign or transfer any of your rights or obligations under this Agreement.
16.6 We may assign our respective rights and obligations under this Agreement.
16.7 The records kept by us in the Service shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.