User Agreement

  1. Introduction

1.1 These terms and conditions (“User Agreement”), the privacy policy at https://www.Central London Capital.com/disclosures/privacy-and-cookies/ (“Privacy Policy”) and the standard form deed relating to the purchase of receivables (“Receivables Purchase Agreement”) constitute our agreement with you as a Purchaser (“Agreement“) and govern the use of the service provided through the platform (“Platform”) operated at https://secure.Central London Capital.com (“Platform”) by Central London Capital Limited whose details are set out in Clause 13.1 (“Central London Capital”, “we”, “us”, “our”) by any person whose application we approve (“you”, “your”).

1.2 The Agreement will come into effect upon you confirming electronically on the site that you agree to the terms and us notifying you that your application to use the Platform has been approved. The Agreement shall continue thereafter unless and until it is terminated in accordance with the provisions of Clause 15 (“Termination”).

1.3 The Platform facilitates the purchase and sale of receivables between Sellers and Purchasers. The receivables relate to loans (“Loans“) concluded off the Platform and made a lender wishing to sell its rights to receivables under the Loan (“Seller“) and a commercial borrower (“Borrower”). The terms of such Loans are set out in loan agreements between the Sellers and the Borrowers (“Loan Agreements“).

You will have the option to give Central London Capital the discretion to make choices on your behalf (according to specific criteria set by you), using the Central London Capital Automatic selection and management service (“Auto-Invest“). You may choose to use the Auto-Invest function in relation to all or part of your funds committed to P2P Loans or receivables through the Platform. Full details of how the Auto-Invest function works is set out at Clause 19 below.

1.4 Each Borrower (and one or more third parties, as appropriate) has entered into one or more security arrangements (each a “Security Document”) in respect of a specific property owned by the Borrower (“Property”) with Central London Capital to secure and/or guarantee the Borrower’s repayment of the Loans to the Seller. Central London Capital holds the benefit of such Security Documents in trust for each Seller only and you will have no rights of recourse against the Seller or the Borrower in the event of the Borrower failing to fulfil its obligations under the Loan Agreement.

1.5 If you wish to become a member of Central London Capital and purchase receivables through the Platform, you must comply with the terms of the Agreement.

1.6 Our activities carried out in connection with the Loan Agreements are not regulated by the Financial Conduct Authority and none of the text, numbers, graphics, audio and still and moving images, whether in physical or electronic form (“Information”) on the Platform and/or by Central London Capital needs to be, or has been, approved within the meaning of the Financial Platforms and Markets Act 2000. However, you acknowledge that lending on the Platform, whether or not in reliance on any such Information, may expose you to a risk of losing monies paid out in connection with a Receivables Purchase Agreement.

1.7 You will only use the Platform to apply to become a Purchaser and to purchase receivables from a Seller in connection with a Receivables Purchase Agreement. You agree that you will not make any contact with any Borrower, Seller, intermediary, solicitor or valuer concerning an Offer, Loan, Loan Agreement, Security Document or Information concerning them or any Property on the Platform (other than your own solicitor or professional advisers) without our prior written consent.

1.8 You must promptly notify us if you receive Information from, or you are otherwise contacted by, any person in relation to a particular Loan, Offer, Property, Loan Agreement or Security Document outside the Platform, or you have a pre-existing relationship with the Borrower, Seller, or any intermediary, solicitor, law firm, or valuer which you are aware is involved. If any person makes, or attempts to make, contact with you regarding such documents then you must direct them to contact us.

1.9 The Information on the Platform is not intended for use outside the UK, and no such Information constitutes an offer or solicitation to anyone in any jurisdiction where such an offer is not lawful or to anyone to whom it is unlawful to make such an offer or solicitation.

1.10 Information obtained by you via your User Account and Information disclosed directly to you by us, including each Receivables Purchase Agreement, each Offer and/or any Information concerning any Seller, Borrower, grantor of any Security Document, Due Diligence (as defined below), Property, Loan Agreement and/or Security Document (“Confidential Information”) shall be kept strictly confidential by you and used only for the purpose of making an Offer to purchase receivables via the Platform and shall not be disclosed by you in whole or in part, directly or indirectly to any third party, provided that:

(a) You may disclose such Information to any of your employees and professional advisors (if appropriate) for the purpose of working with you in connection with your decision to make an Offer via the Platform, so long as you have ensured that such employees and professional advisers have entered into enforceable undertakings with you in terms at least as strict as this Clause 1.10 and you agree that such undertakings are enforceable by us;

(b) Confidential Information shall not include Information that:

(i) was in your lawful possession before it was disclosed, without confidentiality restrictions;

(ii) you obtain from a third party on an unrestricted basis other than through breach of this User Agreement or breach of any other obligation of confidentiality on you or the third party;

(iii) is developed by you independently of us and any Information received by you from us;

(iv) you are required to disclose in accordance with Applicable Law (as defined below), provided that you give us as much advance written notice of such requirement as is reasonably practicable in the circumstances.

  1. Eligibility

2.1 To be eligible to apply to use the Platform as a Purchaser, you must not have previously entered into a Loan Agreement as Borrower with a Seller, and you must be either:

(a) a corporation or limited liability partnership incorporated or established with a bank account at a bank or building society; or

(b) an individual who:

(i) is at least 18 years old; and

(ii) has a bank account at a  bank or building society.

2.2 You must provide us with all Information requested during the application process and comply with all our identification and anti-money laundering requirements to enable us to comply with all laws, regulations, rules and regulatory guidance applicable to the Platform (“Applicable Law”).

2.3 We reserve the right, in our sole discretion, to refuse to register you as a member of the Platform for any reason.

2.4 Upon completion of the registration process, including satisfaction of any required verification checks and acceptance by us, we will open a data account in your name in our systems that will enable you to access and use the Platform in accordance with the provisions of this User Agreement (“User Account”). Your User Account does not hold any funds. If we approve your application for a User Account, you may be asked to choose a username and password (“Access Codes”). Each time you seek to access your User Account, we will check your identity by asking for your Access Codes. As long as your correct Access Codes are entered, we will assume that you are the person giving instructions and you will be liable for those instructions unless you notify us in accordance with Clause 2.5. You must therefore keep the Access Codes secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Access Codes to any person whom you authorise to access your User Account, you are also responsible and liable for any access, use, misuse or disclosure of your Access Codes or your User Account by such person.

2.5 You must notify us immediately if you discover or suspect that the security of your Access Codes may have been breached. If we receive such a notification from you or determine ourselves that the security of your Access Codes may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity.

2.6 Unless and until you tell us that you believe that someone else knows the Access Codes or can use the Platform 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 your User Account or the Information available in it.

We can refuse to act on any instruction that we believe: (i) was unclear; or (ii) was not given by you; or (iii) might cause us to breach a legal or other duty; or (iv) if we believe the Platform is being used for an illegal purpose.

2.9 While we provide the Platform to enable you to purchase receivables in accordance with the terms of the Agreement, we do not guarantee that there will be sufficient Sellers or sufficient Loan Agreements available for you to do so.

  1. Our Role

3.1 We shall not have any duty to disclose to you any Information which we receive in the course of providing the Platform, including, without limitation to the generality of the foregoing, to any Seller or Borrower.

3.2 You acknowledge and agree that we do not provide any financial, accounting, taxation or legal advice in relation to any Offer, Receivables Purchase Agreement or this User Agreement. You are solely responsible for making your own independent appraisal and investigation of the risks of making a Purchase Request and you should obtain your own legal, accounting, tax and/or financial advice in relation to such matters, as you consider necessary.

3.3 Except as may be expressly provided herein, nothing in this User Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or to constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

  1. Offers to sell receivables

4.1 The Sellers will notify us if they wish to make an offer to sell receivables relating to a Loan Agreement between the Seller and a Borrower through the Platform (“Offer“). Each Offer will set out the specific terms on which the receivables are for sale and the amount of capital and interest due in respect of such receivables.

4.2 We will carry out the following due diligence on each Offer and underlying Loan Agreement (“Due Diligence”) and gather the resulting Information (“Due Diligence Information”) internally for us to review and for the purpose of deciding whether or not to make a Purchase Request in relation to an Offer:

(a) a Valuation of the Property by a professionally qualified valuer who is a member of the Royal Institution of Chartered Surveyors, chosen by Central London Capital (“Valuer”);

(b) information about the Property, including any leases, tenant(s) and covenants given by any tenant(s) (including the Certificate of Title and our solicitors’ report on the Certificate of Title);

(c) information about the Borrower and its property experience, including credit reference Information about the Borrower and each of its directors;

(d) information about any personal or corporate guarantors, including identity and credit reference checks;

(e) the Security Documents which have been entered into; and

(f) any other Information that Central London Capital reasonably deems necessary.

4.3 Once we have satisfactorily completed our Due Diligence in relation to the proposed Offer, we will arrange for the details of the Offer to be published on the Platform and made available to potential Purchasers.

4.4 We or the Seller may withdraw an Offer from the Platform at any time before it is fully funded.

4.5 We reserve the right, in our sole and absolute discretion, to reject an Offer for any reason at any time whatsoever.

  1. Making a Purchase Request – General

5.1 Once you have registered as a member of the Platform and been provided with your User Account details, you will be able to view Offers through the Platform and submit requests to purchase receivables (“Purchase Request“).

5.2 Before making a Purchase Request, you agree to transfer sufficient funds to our segregated bank account held at a duly authorised UK credit institution for the purpose of holding and disbursing funds paid by Purchasers (“Central London Capital User Funds Account”) using a specified payment method registered in your name. Your funds will be held by us on trust for you in accordance with Clause 8. You must also register with us the details of a bank account or building society account based in the UK and opened in your name (“Nominated Bank Account”). You will be notified in advance of any transaction charges or other costs that we propose to charge in respect of a transfer of funds to or from your Nominated Bank Account or otherwise. Any such charges or costs shall be debited by us from your User Account, and the corresponding amount will be deducted from funds held by us for you in the Central London Capital User Funds Account.

5.3 Provided you are logged into your User Account and you have transferred funds into our Central London Capital User Funds Account equivalent to the value of the Purchase Request you wish to make, valid Purchase Requests made in relation to your cleared funds will be accepted in the order in which they are entered on the Platform. We may, at our complete discretion, accept or reject a Purchase Request for any reason at any time.

5.4 When you make a Purchase Request, the amount specified in that Purchase Request (the “Purchase Amount”) will immediately be shown as reserved in your User Account. Any money so reserved will not be available to be allocated to other Purchase Requests or to be withdrawn from the Central London Capital User Funds Account for a period ending on the earlier of:

(a) Purchase Requests being received from Purchasers representing the entire amount of receivables specified in the Offer (“Sale Target“) and subsequent execution of the Receivables Purchase Agreements in respect of such Purchase Requests; or

(b) the date upon which the Offer is withdrawn or otherwise terminates in accordance with the terms of this User Agreement.

5.5 If the Sale Target is not met or the Offer is withdrawn in accordance with the terms of this User Agreement, the Purchase Amount will no longer be reserved in your User Account and you as a Purchaser will be free to allocate that amount to another Purchase Request.

5.6 There will not be a statutory right to cancel any Purchase Requests made under this User Agreement.

5.7 We shall not be responsible for the suitability of any Offer for you or any purpose for which you make a Purchase Request. You should consider carefully the terms of an Offer before making a Purchase Request.

5.8 As a Purchaser, you acknowledge and agree that:

(a) you have read and understood the terms of the Offer and the Due Diligence Information in relation to which you are making the Purchase Request, including any related risk disclosure documentation and the Receivables Purchase Agreement; and

(b) our decision to publish details of the Offer on the Platform does not constitute any approval or endorsement of the Offer or any representation by us that the Due Diligence Information accurately reflects the risks associated with the Offer;

(c) we do not warrant that use of any of the documents supplied as part of the Platform including, without limitation to the generality of the foregoing, any Receivables Purchase Agreement are suitable or appropriate for your needs and you must take your own independent legal and other advice on the terms of such documents.

(d) You, as a Purchaser, choose the amount of money that you want to offer for the Receivables, which tranche of Receivables you wish to acquire, the rate of interest you wish to receive andover what term. You should specify these preferences in your Purchase Request.

(e) Expected bad debt estimates are provided on an ‘as is’ basis for information purposes and general guidance only and we do not warrant their accuracy or reliability.

5.9 The performance of each Borrower’s obligations to the Seller under the Loan Agreement will be secured by Security Documents entered into between the Borrower and Central London Capital or between one or more third parties and Central London Capital in favour of Central London Capital as appropriate. Central London Capital will hold the rights, interests and entitlements created by the Security Documents in trust for the relevant Seller to that Borrower. The perpetuity period of that trust shall be 125 years.

  1. Receivables Purchase Agreements

6.1 We will notify you once the Sale Target for an Offer on which you have made a Purchase Request has been reached. We will provide you with a Receivables Purchase Agreement electronically through the platform, which you will be required to sign electronically by clicking to ‘accept’ the relevant terms and conditions for that Purchase Request.

6.2 Once you have signed the Receivables Purchase Agreement we will show the Purchase Amount as having been debited from your User Account and transfer the same amount from the Central London Capital Funds User Account to the Seller’s account;.

6.3 Subject to the Borrower making the repayments due to the Seller under the underlying Loan Agreement, the Seller will collect the receivables and pay them into a trust account as soon as practicable after receipt. The name of the account shall make it clear that the accounts are held for the benefit of the Purchasers and that the proceeds of the accounts should not be paid out to general creditors of the Seller in the event of its insolvency.

6.4 The Seller will hold the receivables on trust for you until the specified repayment dates set out in the Receivables Purchase Agreement. Typically, any capital repayments due under the Loan Agreement will be paid to you within 3 Business Days of receipt from the Borrower. Any interest repayments will be paid to you on the first business day after each month end (pro rata for the first and last month). Our fees will be deducted from the interest payments before they are paid to you. Full details of the repayment dates and the amount of repayments due will be set out in the Receivables Purchase Agreement. For any purchases of the receivables by you after 3pm, interest will be earned from the next day.

6.5 The Seller will hold the the rights, interests and entitlements  it has the benefit of created by the Security Documents on trust for you (in proportion to the Loan).The rights, interests and entitlements will be held on trust for you, until such Loan has been repaid or enforced in accordance with the Receivables Purchase Agreement.

6.6 If the Borrower misses a payment or only partially pays the amount due to the Seller under the Loan Agreement, the Seller shall, at its discretion, be responsible for collection and enforcement in respect of the receivables.

6.7 If requested to do so by the Seller, you agree to join in any action proposed by the Seller and authorise the Seller to take all action and execute such deeds and documents as the Seller determines necessary in connection with such enforcement.

6.8 You acknowledge and agree that the Seller shall not be obliged to pay all or any part of the receivables due under the Receivables Purchase Agreement to you unless and until it receives such sums from the Borrower.

6.9 You further agree and acknowledge that you have no right of recourse to the Seller or the Borrower in the event of the Borrower failing to fulfil its obligations under the Loan Agreement.

6.10 It is possible that the proceeds (if any) recovered as a result of any recovery and enforcement activity by the Seller under the Loan Agreement may not be sufficient to repay the entire amount of the receivables due to you under the Receivables Purchase Agreement. In that case, you acknowledge that you will only be entitled to recover a share of any receivables, less the costs of recovery, according to the proportion that the purchase price paid for your proportion of the receivables represented to the total Loan amount borrowed by that Borrower (both of which are set specified in the Receivables Purchase Agreement).

  1. Cancellation of this User Agreement

If you are a Purchaser who makes exclusive use of one or more means of distance communications for the purpose entering into this User Agreement up to and including the time at which this User Agreement is entered into, you shall be entitled to cancel this User Agreement within the 14 day period that begins on the day after you enter into it (“Statutory Cancellation Period”) by emailing us to that effect at info@CentralLondonCapital.co.uk, unless you make a Purchase Request during the Statutory Cancellation Period, in which case you will no longer be able to cancel this User Agreement (or that Purchase Request).

  1. Central London Capital User Funds Account

8.1 Money you transfer to the Central London Capital User Funds Account shall be held on trust for you by us. The perpetuity period of any such trust shall be 125 years. In the event that interest is earned on any amounts held in the Central London Capital User Funds Account, we shall apportion such interest amongst the Purchasers on whose money this interest has accrued by crediting their respective User Accounts accordingly on a monthly basis. We shall not keep any such interest earned for our own account.

8.2 In the event that there has been no activity on your User Account for a period of at least 18 months, we shall be entitled to take such steps as we consider appropriate, which shall include transferring the money from the Central London Capital User Funds Account to your Nominated Bank Account or sending a cheque to your last-known residence or place of business (as the case may be).

8.3 You may request us to transfer your funds from the Central London Capital User Funds Account to your Nominated Bank Account, provided those funds have not been reserved for a Purchase Request made by you under Clause 5.4.

  1. Fees

9.1 We will charge you an administration fee for purchasing receivables through the Platform. The amount of fees chargeable will vary depending on the terms of the underlying Loan and will be set out in more detail on the Central London Capital website.

9.2 We may waive or offer discounts on any of our fees to any person at any time in our sole and absolute discretion.

9.3 We may change any of our fee rates from time to time to reflect cost increases or reductions in operating the Platform or new features or services. We will give you at least 30 days’ notice of any change in our fees in accordance with Clause 18. Any such changes in Fees will only affect Offers, Purchase Requests and Receivables Purchase Agreements made on and after the date on which the change is stated to take effect.

9.4 All Fees are exclusive of any applicable Value Added Tax or other taxes, for which the person who is obliged to pay the relevant Fee shall be liable.

  1. Representations and Warranties

10.1 By agreeing to the terms of the Agreement, you represent and warrant to us that:

(a) You understand and acknowledge that while we make reasonable endeavours to ensure the accuracy of the Information that we or it is provided with (as the case may be), and which in turn, is provided to you, neither we nor any of our or directors or employees make any representation or warranty, express or implied, as to the accuracy or completeness of such Information.

(b) you are entering into this User Agreement and any Receivables Purchase Agreement as principal and not on behalf of any third party;

(c) execution, delivery and performance of this User Agreement and any Receivables Purchase Agreement will not violate any law, ordinance, charter, by-law or rule applicable to you or the grantor of the same, or any other agreement by which you or such grantor are bound or by which any of your or their assets are affected;

(d) you will not send funds to the Central London Capital User Funds Account other than by using the payment methods specified by us and you will not request that funds be sent from the Central London Capital User Funds Account other than to your Nominated Bank Account;

(e) you will not use the Information posted on the Platform for any purpose other than researching Offers listed on the Platform and making Purchase Requests; and

(f) any Information provided by you to us (“User Information”) is complete, accurate and up to date.

  1. Disclaimers

11.1 The Platform is provided “as is.” We make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Platform, including any warranty that the Platform or any part or use of it will be uninterrupted, error free or free of harmful components, or that any information will be secure, accurate, timely, up-to-date, reliable or not otherwise lost or damaged. Except to the extent prohibited by law, we exclude all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

11.2 You acknowledge that you understand and accept that the Platform operates as a platform intended to introduce Sellers and Purchasers, and only limited investigation of Offers is undertaken by us. You are responsible for making your own assessment of the viability of each Offer. If you are in doubt or require any assistance in making such an assessment, you should consult professional advisors.

  1. Intellectual Property Rights, Information and Platform Usage

12.1 All the Intellectual Property Rights (as defined below) in the Platform and the Information on the Platform or provided by us to you (excluding your User Information) shall vest and remain vested in us or the third party owners. For the purposes of this User Agreement, “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

12.2 We grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to do the following during the Term to access and use the Platform solely in accordance with this User Agreement. You may not make a permanent copy of or reproduce any Information from the Platform in any form. You may not reproduce or incorporate any Information or content from the Platform into any other web site or material. You may only print, display or download temporary copies of the content to your own computer for your own use in accordance with this User Agreement.

12.3 Except as expressly provided in this User Agreement, you obtain no rights from us or our licensors, including any rights related in or related to any Intellectual Property Rights.

12.4 During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or our licensors, any patent infringement or other Intellectual Property Rights infringement claim regarding the Platform.

12.5 You represent, warrant and undertake that none of your User Information will infringe the rights of any third party, including Intellectual Property Rights, privacy, publicity or other personal or proprietary rights; or will contain libellous, defamatory or otherwise unlawful material.

12.6 You undertake not to:

(a) use the Platform to:

(i) harvest or collect email addresses or other financial, personal or contact Information of other users of the Platform by electronic or other means for the purposes of sending unsolicited communications or inviting any person to invest outside the Platform;

(ii) to create a database (electronic or otherwise) that includes Information downloaded or otherwise obtained from the Platform except to the extent expressly permitted under this User Agreement);

(iii) to transmit or re-circulate any Information obtained from the Platform to any third party except where expressly permitted by us or on the Platform;

(b) use the Platform in any unlawful manner or in any other manner that could damage, disable, overload or impair the Platform or the servers on which it is hosted;

(c) use automated scripts to collect Information from or otherwise interact with the Platform;

(d) upload, post, publish, display, transmit, share, store or otherwise make available on the Platform any Information that we may deem:

(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 unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; and/or

(iv) to be the private Information of any third party, including, without limitation, addresses, phone numbers, email addresses, National Insurance numbers or other identifiers, credit card numbers and/or debit card numbers; and/or

(v) to be an attempt to promote or market any goods or services for your own financial benefit;

(e) register on the Platform more than once or register on the Platform on behalf of an individual other than yourself, or register on the Platform on behalf of any entity without that entity’s prior written authorisation;

(f) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;

(g) use or attempt to use another person’s User Account without authorization from us, or create a false identity in relation to the Platform;

(h) solicit personal Information from anyone under 18 or solicit passwords or personally identifying Information for commercial or unlawful purposes;

(i) use the Platform in such a way so as to remove the copyright or trade mark notice(s) from any copies of any Information made in accordance with this User Agreement.

12.7 You are solely responsible for your User Information. You may not post, transmit, or share User Information on the Platform or otherwise that you did not create or that you do not have permission to display, publish or post. You understand and agree that we may, but are not obligated to, review the Platform and may delete or remove (without notice) any User Information in our sole and absolute discretion, for any reason or no reason, including without limitation User Information that in our own absolute discretion violates any provision(s) of this User Agreement. You are solely responsible at your own cost and expense for creating backup copies and replacing any User Information.

12.8 When you post your User Information, you authorize 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 Information in relation to the Platform. By posting User Information to any part of the Platform, 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, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Information for any purpose on or in connection with the Platform or the promotion of it, to prepare derivative works of, or incorporate into other works, such User Information, and to grant and authorize sublicenses of the foregoing. You may remove any or all of your User Information from the Platform at any time, subject to the provisions of Clause 5. If you choose to remove your User Information, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of your User Information.

12.9 You agree to indemnify and hold each other user, us, our subsidiaries and affiliates, and each of 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:

(a) any of your User Information;

(b) your Purchase Requests or other use of the Platform;

(c) your conduct in connection with the Platform or with other users of the Platform;

(d) any breach by you of this User Agreement or the infringement of any Intellectual Property Rights or other rights of any third party.

12.10 You are solely responsible for your interactions with other users of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other users.

12.11 Subject to the provisions of this User Agreement, we are not responsible for third party Information downloaded or any User Information posted by other users to the Platform.

12.12 We welcome ‘links’ to the home page of the Platform, but not ‘deep linking’ by which we mean that you may not include a link to any page of the Platform that is not the home page. You must not display the contents of the Platform (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.

12.13 The Information provided via the Platform is intended solely for use by persons and organisations that meet the eligibility criteria set out in Clause 2 above. The Platform 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 Applicable Law or regulation.

  1. Our Details

13.1 Central London Capital is incorporated in England and Wales (registered number TBA) has its registered office at ?????????????????????????????????????????????????????????????.

  1. Liability

14.1 You shall be liable to us for any loss or damage suffered by us as a result of your breach of this User Agreement or for your negligence or wilful misconduct.

14.2 We shall only be liable to you for any loss or damage which results directly from our breach of this User Agreement, negligence, fraud or wilful misconduct.

14.3 Whilst Central London Capital takes every care to ensure that the standard of the Platform remains high and to maintain the continuity of it, the Internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we do not accept any ongoing obligation or responsibility to operate the Platform (or any particular part of it).

14.4 Our liability to you in respect of any Receivables Purchase Agreement shall be limited to the amount paid by you in relation to any such Receivables Purchase Agreement.

14.5 We will not 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 us under this User Agreement.

14.6 Nothing in this User Agreement shall limit any party’s liability for personal injury or death, or for any other liability which may not be excluded by Applicable Law.

14.7 No party shall be liable for any failure or delay in the performance of any obligation under this User Agreement (except any payment obligation) by reason of any cause beyond that party’s reasonable control.

  1. Termination

15.1 We may terminate this User Agreement by notice in writing to you at any time in the event that:

(a) you are in material breach of any term of this User Agreement; and/or

(b) you breach any term of any Receivables Purchase Agreement to which you are a party; and/or

(c) we suspect that you have used the Platform, or intend to use the Platform, for the purpose of an illegal activity.

15.2 You may terminate this User Agreement by providing 7 days’ written notice to us, provided you have no Purchase Requests or Receivables Purchase Agreements outstanding, at the time of your request.

15.3 On termination of this User Agreement, any of your funds remaining in the Central London Capital User Funds Account will, subject to any restriction under Applicable Law, be credited to your Nominated Bank Account or be paid by sending a cheque to your last-known residence or place of business (as the case may be).

15.4 Following termination of this User Agreement, we will provide you with limited access to the Platform and your User Account for a period of 7 days to download any of your User Information relating to Purchase Requests made, Receivables Purchase Agreements entered into, by you. Upon the expiry of that 7 day period, your access to your User Account and the Platform will be terminated and we will have no obligation to store or provide you with access to any Information relating to your activity on the Platform.

  1. Complaints

16.1 If you want to make a complaint about us you can email info@CentralLondonCapital.co.uk, with brief details of your complaint and your account number. Our staff will acknowledge your complaint by email within one Business Day (a “Business Day”, where used in this User Agreement, being any day (except Saturdays and Sundays) when clearing banks are open for business in London). We will then investigate and send you an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress). Where appropriate, the member of staff investigating the complaint will not be any staff member who was directly involved in the subject matter of the complaint. This should take no longer than five Business Days, but most complaints may well be resolved by close of business on the Business Day after the complaint is received. If the complaint is not resolved by close of business on the Business Day after the complaint is received, we will send you a copy of this complaints handling procedure. If you are not satisfied by our response, you must contact our Client Services Manager, who will respond by email within a further five Business Days.

16.2 If you are not satisfied with the response from our Customer Platforms Manager, you can email info@CentralLondonCapital.co.uk, enclosing the responses already given to you and subject stating the words urgent complaint. Your email will then be referred to our Chief Operating Officer, who will respond by email within a final five Business Days.

16.3 Within four weeks after receiving a complaint, we will send you either a final response or a response which explains why we are not in a position to resolve the complaint and indicates when we will make further contact.

  1. Notices

17.1 Except as otherwise expressly provided in this User Agreement, any communication in writing may be given by post to the last known postal address that we hold for you or you hold for us, or email to the email address last notified by you to us or by us to you.

17.2 Communications sent:

(a) by post will be treated as received by you three Business Days after posting; and

(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.

17.3 We may also (where allowed to do so by Applicable Law) communicate with you by posting Information in your User Account or on the Platform, in which case the Information will be treated as received by you when it is posted by us.

17.4 Any communication given to us shall be deemed to have been received only on actual receipt by us.

  1. Amendments to this User Agreement

18.1 Subject to the provisions of Clause 9 (Fees), we may amend this User Agreement by giving you notice via the Platform and your User Account.

18.2 We will only make changes:

(a) where we consider that a change will make this User Agreement clearer and no less favourable to you; or

(b) to introduce new systems or technology; or

(c) to introduce new products or services; or

(d) to implement changes required by Applicable Law.

18.3 We will give you 30 days’ notice of any change except where we consider that such change is required under Applicable Law. If you are not happy with any changes to this User Agreement, you may terminate this User Agreement in accordance with Clause 15.

  1. The Auto-Invest Service

Using the Auto-Invest function

19.1 The Central London Capital “Auto-Invest” function comprises an automatic selection and management service which enables you to purchase a number of different receivables via the Central London Capital Platform. We will only invest your funds according to specific criteria chosen by you. You may choose to use the Auto-Invest function in respect of all or part of your funds.

19.2 When using the Auto-Invest function to purchase receivables, you will be required to specify the maximum total amount which you wish to use towards purchase receivables and the maximum amount which you wish to commit to each Receivables Purchase Agreement.

19.3 We will categorise receivables based on loan-to-value, interest and duration, but in addition, the receivables will be divided into different tranches. Your money will only be lent or invested on terms which match the lending criteria specified by you.

19.4 The minimum value of a Receivables portfolio is £1,000.00. The initial portfolio size should be £1,000.00 and any portfolio additions should be a multiple of £1,000.00. The minimum investment limit of £1,000.00 in each receivable purchase agreement is still applicable.

19.5 You can update your investment criteria in respect of any uninvested cash or new commitments at any time (for example, changing your preferred interest rate). If you wish to add funds to an existing portfolio, the additional funds will be subject to your original investment criteria unless you change them. [Where funds are added to an existing portfolio, we will set the level of diversification based on the total size of your portfolio.]

19.6 Where you add funds to an existing portfolio and you have specified a preferred duration, the new funds may not have the same maturity date because the underlying Receivables Purchase Agreements may have been entered into at different times.

19.7 Where you have chosen to purchase using the Auto-Invest function, we shall:

(a) depending on your instructions, enter into Receivables Purchase Agreements with Receivables Borrowers, as your agent on such terms as we see fit in accordance with your chosen lending or investment criteria;

(b) purchase receivables as your agent [in accordance with our portfolio allocation policy];

(c) manage your receivables purchased on a discretionary basis including re-allocating your receivables and therefore diversifying your portfolio as we see fit in order to give you exposure to a wide range of Receivables Borrowers as new opportunities arise; and

(d) report to you in accordance with the Agreement.

19.8 We will claim and account for all repayments, interest and other payments or entitlements received and due to you and it will be credited into your user account. You may reinvest and/or have the money repaid into your nominated bank account.

19.9 In relation to Receivables Purchase Agreements, the security will be held by usas specified at Clause 4.2 above, although you will not have recourse to the Receivables Borrower in the event of a default under the Receivables Loan Agreement.

19.10 If you have indicated in your preferred investment criteria that you would like interest repayments to be used to purchase additional receivables, then we will arrange this on your behalf. The receivables purchased will be subject to your current preferred investment criteria and the platform’s minimum £100 investment criteria.

19.11 The term of the loan may have started before the point that we lend your money to a Receivables Borrower. We will not necessarily be able to enter into all of your portfolio of Receivables Purchase Agreements at the same time. Accordingly, whilst we will endeavour to ensure that your investment commitments last over the same period, a mis-match of commitment periods is possible and, on termination, you may receive your investment back over a period of time rather than in one lump sum.

19.12 You will not be capable of de-registering at any time when you have existing portfolios. Termination of this Agreement will not entitle you to withdraw from the Receivables Purchase Agreements to which you are committed.

19.13 We may, at any time and at our discretion, prevent you from applying to open new portfolios.

19.14 We may, where we believe it to be desirable for legal or regulatory reasons or upon giving you at least 30 days’ written notice for any other objective reason, attempt to wind up your existing portfolios by novating your investment commitments to alternative investors.

19.15 After all outstanding transactions have been completed; we will provide you with a closing statement detailing the interest earned on your investments in the current tax or calendar year. Our responsibility for managing your account and your portfolios will then cease entirely.

19.16 By entering into the Agreement, you grant Central London Capital the full authority to carry out the services described in Clauses 4, 5, 6 and 19 and to manage your portfolio at our sole discretion and without prior reference to you provided that such management activities are in accordance with the provisions of the Agreement.

19.17 You also agree that, in exceptional circumstances and in our absolute discretion, we (acting as your agent and on your behalf) may agree with the Receivables Borrower to restructure the loan and amend the corresponding Receivables Loan Agreement accordingly.

  1. General

20.1 This User 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.

20.2 Nothing in this User Agreement is intended to confer any benefit on any person who is not a party to this User Agreement, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

20.3 If any part of this User 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 User Agreement or otherwise.

20.4 The provisions of this User Agreement are personal to you and you shall not be entitled to assign or transfer any of your rights or obligations under this User Agreement.

20.5 We may assign our respective rights and obligations under this User Agreement.

20.6 The records kept by us in the Platform shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

20.7 This User Agreement is governed by English law and the courts of England and Wales will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto, provided that we retain the right to bring proceedings against you for a breach of this User Agreement in your country of residence or any other relevant country.