User Agreement

  1. 介绍

1.1 这些条款和条件 (“User Agreement”), 隐私政策在 HTTPS://www.Central London (“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”) 在操作 HTTPS://secure.Central London (“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 该协议将进入您同意的条款对您网站上的电子确认效果,我们通知您,您的使用平台申请已获批准. The Agreement shall continue thereafter unless and until it is terminated in accordance with the provisions of Clause 15 (“Termination”).

1.3 该平台有利于收款卖方和买方之间的购销. 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 每个借款人 (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 如果你想成为伦敦市中心首都的一员,并通过平台购买应收账款, you must comply with the terms of the Agreement.

1.6 我们在与贷款协议的连接进行的活动不是由金融行为监管局监管,没有任何的文字, 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. 然而, 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 您只能使用该平台申请成为买方从卖方与应收账款购买协议连接购买应收账款. 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 你必须及时通知我们,如果你收到信息, 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 平台上的信息并不打算在英国以外使用, 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 信息通过您通过您的用户帐户获得的信息由我们直接向您披露, 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) 您可能会披露这些信息给任何员工和专业顾问 (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) 机密信息不包括信息:

(i) 在你的合法拥有披露之前,, without confidentiality restrictions;

(ii) 你从第三方获得不是通过违反保密规定的任何其他义务的对你这个用户协议或违反或第三方的其他不受限制的基础上,;

(iii) 是由你独立开发我们和我们所收到的任何信息;

(iv) 您需要按照适用法律披露 (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 为了有资格申请使用平台即买方, you must not have previously entered into a Loan Agreement as Borrower with a Seller, and you must be either:

(a) 在银行或建房互助协会成立或银行账户设立的公司或有限责任合伙; or

(b) 个人谁:

(i) 是至少 18 years old; 和

(ii) 有一个银行帐户在银行或建房协会.

2.2 你必须向我们提供在申请过程中所要求的所有信息,并与我们所有的身份证明和反洗钱要求,符合以使我们能够遵守所有法律, 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 在注册过程完成, 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 你必须立即通知我们,如果你发现或者怀疑你的访问代码的安全性可能已被破坏. 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 除非和直到你告诉我们,你认为别人知道接入码,也可以通过模拟使用平台:

(a) 你将负责我们接受和采取行动的任何指令, even if it was not given by you; 和

(b) 我们将不承担任何未经授权的访问到您的用户帐户或它提供的资讯.

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 虽然我们提供一个平台,让你按照协议的条款,购买应收账款, 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 我们将没有任何义务向您披露我们在使用过程中获得提供平台的任何信息, including, without limitation to the generality of the foregoing, to any Seller or Borrower.

3.2 您承认并同意,我们不提供任何资金, 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 除可本文中明文规定, 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 如果他们希望提供您的报价通过平台销售与卖方和借款人之间的贷款协议应收款项,卖方将通知我们 (“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 我们将开展以下各发售尽职调查和潜在的贷款协议 (“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) 由专业合资格估值师物业的估价是谁特许测量师皇家学院的成员, chosen by Central London Capital (“Valuer”);

(b) 对于该酒店的信息, 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) 对借款人及其财产的经验信息, including credit reference Information about the Borrower and each of its directors;

(d) 任何个人或公司担保人信息, including identity and credit reference checks;

(e) 已进入安全文档; 和

(f) 即中央伦敦资本合理认为必要的任何其他信息.

4.3 一旦我们圆满地完成了有关尽职调查所提出的要约, we will arrange for the details of the Offer to be published on the Platform and made available to potential Purchasers.

4.4 我们或卖方可以随时撤回从Platform报价之前,它是充分的资金.

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 一旦你已经注册成为平台的一员,并提供了与用户帐户信息, you will be able to view Offers through the Platform and submit requests to purchase receivables (“Purchase Request“).

5.2 拍前购买请求, 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 只要你登录到您的用户帐户,并已转移的资金进入我们的伦敦市中心资本用户账户的资金相当于购买请求您希望的值, 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 当您购买请求, 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) 从代表应收款在要约规定的全部金额买方接收购买请求 (“Sale Target“) and subsequent execution of the Receivables Purchase Agreements in respect of such Purchase Requests; or

(b) 在其要约被撤回或否则终止日期根据本用户协议中的条款.

5.5 如果销售未达目标或要约是根据本用户协议中的条款撤回, 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 不会有取消本用户协议所作出的任何购买请求的法定权利.

5.7 我们将不承担任何要约是否适合您或任何目的而言,您购买请求. You should consider carefully the terms of an Offer before making a Purchase Request.

5.8 作为买方, you acknowledge and agree that:

(a) 您已阅读并理解了要约及有关的尽职调查信息的条款,你正在购买请求, including any related risk disclosure documentation and the Receivables Purchase Agreement; 和

(b) 我们决定发布平台上发售的细节并不构成我们对收购建议的任何批准或认可或任何代表的尽职调查信息准确地反映了与收购相关的风险;

(c) 我们不保证使用任何提供的文件作为平台的一部分,包括, 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) 您, 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) 上提供预期的坏账估计“原样”提供信息,并且只是一般的指导依据,我们不保证其准确性或可靠性.

5.9 每个借款人的义务,贷款协议项下卖方业绩由安全文件固定订立借款人以及伦敦市中心或资本之间的一个或多个第三方和伦敦市中心之间的资本有利于伦敦市中心资本适当. 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 岁月.

  1. Receivables Purchase Agreements

6.1 我们将通知您,一旦销售目标的报价在其上做出的购买请求已经达到. 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 一旦你已经签署了应收账款购买协议,我们将显示购买金额从您的用户帐户已被扣除,并从伦敦中部投资基金用户帐户转移相同数额给卖方的账户;.

6.3 受使得还款借款人由于潜在的贷款协议项下卖方, 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 卖方将持有对您的信任,直到应收账款规定了应收账款购买协议中指定的日期还款. 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 卖方将持有的权利, 利益和权利它具有由信任的安全文件为您创建的好处 (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 如果借款人错过付款或仅部分支付的金额,由于贷款协议项下卖方, the Seller shall, at its discretion, be responsible for collection and enforcement in respect of the receivables.

6.7 如果要求卖方这样做, 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 您承认并同意,卖方没有义务到期的应收账款购买协议给你下支付应收账款的全部或部分,除非和直到收到来自借款款项.

6.9 您还同意并确认,你必须诉诸卖方没有权利或借款人不履行贷款协议项下的义务的情况下,借款人.

6.10 可能的是所得 (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, 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 你的钱转移到伦敦中部投资基金的用户账户,由美国举行信任你. The perpetuity period of any such trust shall be 125 岁月. 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 倘若一直没有活动的用户帐户,为期至少 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 您可以要求我们从伦敦中部投资基金的用户将您的资金账户到您指定的银行账户, provided those funds have not been reserved for a Purchase Request made by you under Clause 5.4.

  1. Fees

9.1 我们会向您收取的管理费为通过平台购买应收账款. 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 我们可以放弃或在我们的绝对酌情权随时提供有关我们的任何费折扣给任何人.

9.3 我们可能会随时改变我们的任何费用率,以反映成本增加或操作平台减少或新的功能或服务. 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 所有费用不含任何适用的增值税或其他税费, for which the person who is obliged to pay the relevant Fee shall be liable.

  1. Representations and Warranties

10.1 通过同意该协议的条款, you represent and warrant to us that:

(a) 您理解并承认,尽管我们作出合理努力,以确保我们或者它提供了信息的准确性 (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) 您正在进入本用户协议及任何应收账款购买协议作为委托人,而不是代表任何第三方;

(c) 执行, 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; 和

(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 除本用户协议中有明确规定, you obtain no rights from us or our licensors, including any rights related in or related to any Intellectual Property Rights.

12.4 期间和期满后, 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 你代表, 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 您承诺不:

(a) 利用该平台:

(i) 收获或收集电子邮件地址或其他金融, 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) 创建一个数据库 (electronic or otherwise) that includes Information downloaded or otherwise obtained from the Platform except to the extent expressly permitted under this User Agreement);

(iii) 发送或再分发从平台获得的任何第三方,除非任何信息,其中由美国或平台上明确允许;

(b) 使用平台任何非法的方式或以任何其他方式可能破坏, disable, overload or impair the Platform or the servers on which it is hosted;

(c) 使用自动脚本,从收集的信息,或者与互动平台;

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

(i) 误导, 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) 包含软件病毒或其他计算机代码, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or

(iii) 是未经请求或授权的广告, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation; and/or

(iv) 是任何第三方的私人信息, 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) 要试图宣传或推销你自己的经济利益的任何商品或服务;

(e) 注册平台上不止一次或代表比你自己个人以外的平台上注册, or register on the Platform on behalf of any entity without that entity’s prior written authorisation;

(f) 冒充任何人或实体, or falsely state or otherwise misrepresent yourself, your age, your financial employment or personal circumstances or your affiliation with any person or entity;

(g) 使用或尝试使用其他人的用户帐户擅自离我们, or create a false identity in relation to the Platform;

(h) 根据征求任何人的个人信息 18 or solicit passwords or personally identifying Information for commercial or unlawful purposes;

(i) 使用Platform以这样的方式,以便除去的版权或商标通知(s) from any copies of any Information made in accordance with this User Agreement.

12.7 你是为你的用户信息负全责. 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 当您发布用户信息, 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 您同意赔偿,并追究对方用户, 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) 您的任何用户信息;

(b) 您的购买请求或其他使用纲要;

(c) 你与平台连接或与平台的其他用户的行为;

(d) 任何违反您在本用户协议或任何知识产权或任何第三方的其他权利的侵犯.

12.10 您对与该平台的其他用户的互动承担全部责任. We reserve the right, but have no obligation, to monitor disputes between you and other users.

12.11 除本用户协议的规定,, we are not responsible for third party Information downloaded or any User Information posted by other users to the Platform.

12.12 我们欢迎“链接”到平台的主页, 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 通过平台提供的信息仅用于通过人员和符合列明条款的资格标准组织使用 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 伦敦市中心资本是在英格兰和威尔士注册成立 (registered number TBA) has its registered office at ?????????????????????????????????????????????????????????????.

  1. Liability

14.1 您应负责向我们通过我们遭受您违反本用户协议或您的疏忽或故意不当行为造成的任何损失或损害.

14.2 我们的唯一责任给您直接从我们违反本用户协议造成的任何损失或损害, negligence, fraud or wilful misconduct.

14.3 虽然中央伦敦资本需要尽一切努力来保证平台的水平仍然很高,并保持它的连续性, 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 我们就任何应收账款购买协议给你赔偿责任应仅限于你就该支付任何此类应收账款购买协议金额.

14.5 我们不会对任何间接的责任, 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 本用户协议的任何规定不得限制任何一方的赔偿责任的人身伤害或死亡, or for any other liability which may not be excluded by Applicable Law.

14.7 任何一方不得对本用户协议下的任何义务的任何性能故障或延误承担责任 (except any payment obligation) by reason of any cause beyond that party’s reasonable control.

  1. Termination

15.1 我们可能会终止通知,由本用户协议在事件随时写信给你了:

(a) 你是在严重违反本用户协议的任何条款; and/or

(b) 你违反任何应收账款购买协议的任何条款,你是一个党它; and/or

(c) 我们怀疑您使用的平台, or intend to use the Platform, for the purpose of an illegal activity.

15.2 您可以通过提供终止本用​​户协议 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 在本用户协议终止, 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 本用户协议终止之后, 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 如果你想要做一个关于我们的投诉可以发邮件, 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 如果您不满意我们的客户平台管理器的响应, you can email, 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 四周内收到投诉后,, 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 除本用户协议中另有明文规定, 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 发出的信函:

(a) 由出任发布后,你三个工作日内收到的将被视为; 和

(b) 通过电子邮件作为发送后立即得到他们将被视为, so long as we do not receive notice of non-transmission or non-receipt.

17.3 我们也可能 (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 给我们的任何通讯应被视为已只在实际收到由我们收取.

  1. Amendments to this User Agreement

18.1 在符合第18条规定 9 (Fees), we may amend this User Agreement by giving you notice via the Platform and your User Account.

18.2 我们只会做出改变:

(a) 我们认为这是一个变化将使本用户协议明确,不逊于你; or

(b) 引进新系统或技术; or

(c) 推出新产品或服务; or

(d) 实施适用法律要求的变化.

18.3 我们会给你 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 伦敦环首都“自动投资”功能包括自动选择和管理服务,使您能够通过中央伦敦资本平台购买了许多不同的应收款. 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 当使用自动功能,投资购买应收账款, 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 我们将根据贷款成数应收账款分类, 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 一应收款项组合的最小值为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 您可以就任何未投资现金或新的承诺,在任何时间更新您的投资标准 (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 在这里你将资金存入现有的投资组合,并已指定首选的时间, 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 在这里您选择使用自动功能,投资购买, we shall:

(a) 根据您的说明, 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) 购买应收账款作为你们的代理 [in accordance with our portfolio allocation policy];

(c) 管理您购买的应收账款包括重新分配的应收账款,因此,多样化的投资组合,我们为了让你置身于一个广泛的应收款项,借款人的新机会的出现认为合适的自由裁量基础上,; 和

(d) 按照协议向您报告.

19.8 我们主张和占全部偿还, 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 关于应收账款购买协议, 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 如果你在,你想偿还利息的首选投资标准已表示将用于购买其他应收款, 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 贷款的期限可我们你的钱借给借款人应收账款前点开始. 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 你不会是能够去注册在任何时候,当你有现有的投资组合. 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 毕竟优秀的交易已完成; 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 透过订立协议, you grant Central London Capital the full authority to carry out the services described in Clauses 4, 5, 6 和 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 您还同意,, 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 本用户协议以英文提供,我们的全部或任何之间的所有通信 (including any communications or documentation passing between all or any of us before entering into any contract) will be in English.

20.2 本用户协议中的任何旨在赋予谁是没有参加本用户协议的任何人任何好处, 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 如果此用户协议的任何部分被发现是非法, 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 本用户协议的规定是个人给你,你无权转让或本用户协议项下转让您的任何权利或义务.

20.5 我们可将本用户协议项下各自的权利和义务.

20.6 通过我们的平台保存的记录应是决定性的,他们声称,除了记录的事实和事项,其中有一个明显的错误.

20.7 本用户协议受英国法律管辖,英格兰和威尔士法院将拥有非专属管辖权,以解决可能涉及与之发生任何争议, 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.