TERMS OF USE
Terms of Use

Last update: 20 April 2018

These Terms of Use (the “Terms”) govern your access and use of Finpoint’s platform, telephone support, our associated mobile and desktop tools (the “Services”). Please read them carefully.

These Terms are legally binding
By registering on the Platform you shall obtain the status of an Authorised User and have agreed to these Terms of Use. If you do not agree with any part of these Terms of Use, please do not register on the Platform. Please note, even if you are signing onto an existing Account and/or Data Room, these Terms apply to you as an Authorised User of our Services.

We may from time to time notify you of changes to these Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the Terms, you confirm that you have read, understand and agree to be bound by the Terms.

In these Terms of Use, references to "Finpoint" and "us" and "we" and "our" means Finpoint Limited, a company registered in England and Wales with Companies House number 08846630. References to "you" means an Authorised User.

Finpoint reserves the right to refuse registration of an Authorised User at its discretion without having to state a reason. Finpoint reserves the right to change the contents of the Platform, including these Terms of Use, at any time by posting such changes on the Platform. We will communicate any changes in the Terms of Use to you as soon as reasonably practicable.

Finpoint is a tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms of Use will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund of pre-paid fees, where such fees are applicable.

If you have any questions or concerns please email us at: support@finpoint.co.uk.

You are an Authorised User with an Account, enabling you to control a Data Room
Individuals may create an Account on the Finpoint platform with a view to control a Data Room, or be invited to join a Data Room of another Authorised User.

Certain Accounts may be subject to additional written agreements that are entered between an organisation and Finpoint, which may result in different permissions for Authorised Users to create and configure a Data Room as part of our Services. Each invitee granted access to the Services, including you, is an “Authorised User”.

Any Authorised User represents and warrants to Finpoint that:
  • it has full power and authority to agree to, deliver and perform its obligations under these Terms of Use;
  • these Terms of Use have been agreed to by a duly authorised representative of the Organisation that the Authorised User represents, or is connected to, in a Data Room;
  • there are no currently in force or binding agreements with third parties the terms of which would prevent it from entering into these Terms of Use or would materially impede the performance by it of its obligations under these Terms of Use; and
  • it is not and nor are any of its directors a party to any litigation proceedings or disputes which will have a material adverse effect upon its ability to perform its obligations under these Terms of Use.
  • To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Authorised User’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

    When an Authorised User (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned and the responsibility of the Authorised User that submitted it. You agree to use all reasonable endeavours to ensure that all Customer Data and Other Information shared by you on the Platform will be accurate, clear and not misleading. If any of the Customer Data and Other Information you submit is based on third party information, you agree to use all reasonable endeavours to verify the accuracy of this information.

    The Account provides Authorised Users with choices and control over that Customer Data. For example, Authorised Users may enable or disable access to the Services, enable or disable third party integrations, manage permissions, share Data Rooms with other Authorised Users, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please contact us for more detail on our different Service plans and the options available to Authorised Users.

    Whenever you upload material to any Finpoint Website(s) and Services, you warrant that such material does not breach any Intellectual Property Rights held by any third party. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other Authorised User.

    We have the right to edit and/or remove any material or posting you make on the Website(s) or Services if, in our opinion, such material does not comply with what we consider an appropriate use of the Website(s) or Services.

    Our relationship with you
    You agree that it is solely your own, or the Authorised User’s, responsibility to:
  • inform any Authorised Users, including yourself, of any relevant policies and practices and any settings that may impact the processing of Customer Data
  • obtain any rights, permissions and consents from any Authorised Users, including yourself, that are necessary for the lawful use of Customer Data and the operation of the Services
  • ensure that the transfer and processing of Customer Data under these Terms of Use is lawful,
  • respond to and resolve any dispute with you and any Authorised User relating to or based on Customer Data, the Services or Customers’s failure to fulfil these obligations.

    Finpoint makes no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an “as is” and “as available” basis.

    Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. As far as is reasonably practicable, we will inform you about restrictions and interruptions to the Website by email. We will restore the availability of the Website as soon as is reasonably practicable.

    Whilst we make every effort to ensure the Website is available and secure, given the nature of the Internet, we do not warrant or guarantee this will always be the case. You agree to use the Website at your own risk. Finpoint accepts no liability and responsibility for any amount or kind of loss or damage that may result to you or a third party on account of your access to, use of, or browsing of the Website(s) or Services.

    You agree to keep your user name and password confidential to yourself at all times to ensure that no unauthorised parties gain access to the Platform via your Account. You will notify us immediately if you identify a breach of your Account.

    Scope of Services
  • Finpoint will provide the Services to the Authorised Users in accordance with these Terms of Use.
  • Finpoint will provide the Services to the Authorised Users until the end of a contractually agreed period or until the Authorised Users asks for their Account to be closed.
  • Finpoint may assist Authorised Users in providing automated assistance in uploading data into a Data Room, e.g. data filed with Companies House, bank statements or an up-to-date credit report, subject to the data being available and accessible. It is the Authorised Users obligation to check that the data is correct and fit for purpose.
  • The Platform will enable certain types of Authorised Users to filter, according to various criteria, which Data Rooms they may wish to request a connection with. Any such connection requests are subject to anonymity until such time that the Authorised User that created the Data Room grants access to other Authorised Users.
  • The Platform serves to make referrals between Authorised Users, it is not a trading platform.
  • Authorised Users agree to expressly waive any rights or claims against Finpoint where the posting of anonymous information results in identification of the Authorised User or the legal entity they are working for or acting on behalf of.
  • Finpoint is the owner of the Intellectual Property Rights in our Website(s) and Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You are permitted to print and download material from the Website(s) or Services for the purpose of using the Platform in accordance with these Terms of Use. You may not copy, reproduce, transmit, store, process or change any representation or contents without the prior written consent of Finpoint.
  • Links to Third Party Services are provided solely for your convenience. If you use these links, you leave the Finpoint Website(s) and Services. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

    These Terms of Use remain effective until your subscription expires or terminates, or your access to the Services has been terminated by another Authorised User or us. Please contact the relevant Authorised User if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these Terms of Use.

    Following registration as Authorised User, the Services will continue in force until terminated by the respective Authorised User or Finpoint. On termination of the Services, the right of the respective Authorised User to access the Platform will be withdrawn and the respective Account will be deleted. Finpoint will have the right to delete the stored Data of the respective Authorised User.

    Finpoint may terminate the Services if an Authorised User commits a material breach of these Terms of Use. Finpoint may terminate the Services with immediate effect by email to an Authorised User if any of the following events occur in respect of an Authorised User:
  • if an Authorised User makes a proposal for or enters into any compromise or arrangement with its creditors (including any voluntary arrangement); or
  • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Authorised User; or
  • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over an Authorised User; or
  • the holder of a qualifying floating charge over the assets of an Authorised User has become entitled to appoint or has appointed an administrative receiver; or
  • a person becomes entitled to appoint a receiver over the assets of a Platform User or a receiver is appointed over the assets of a Platform User; or
  • a creditor or encumbrancer of an Authorised User attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or
  • an Authorised User suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

    Confidentiality & Data Protection
    Please review our Data Protection Policy for more information on how we collect and use data relating to the use and performance of our products.

    As a Authorised User of the Website(s) and Services, you are obliged to treat Customer Data and Other Information with the same care as would be accorded to your own confidential information.

    You are not permitted to disclose any Customer Data and Other Information obtained through Finpoint Services to third parties without express consent from the Authorised User that uploaded or shared the information with you.

    Prior to connecting to a Data Room and its contents, you enter into a Non-Disclosure Agreement between the relevant Authorised Users and this agreement forms part of these Terms of Use. In the event of a dispute, a breach or an alleged breach of the Non-Disclosure Agreement by an Authorised User, you have no right to require Finpoint to take legal action against any Authorised User.

    Fees
    Finpoint levies fees on Third Parties for a variety of purposes, such as:
  • for the completion of a debt finance transaction (the “Transaction Fee”), where the fee is based on the term of the financing transaction and is levied at the following rate:
  • for a term of up to 18 months, between 1% and 3% of the Financing Volume
  • for a term of over 18 months, 3% of the Financing Volume
  • for the completion of an equity finance transaction, where the fee will be between 3% to 5% of the Financing Volume
  • a commission in respect of a referral having been made. For example, invoice finance being one key product where a commission may apply. In those instances, Finpoint will typically receive 20 basis points of Net income achieved
  • a Subscription Fee to provide ongoing Website(s) and/or Services

    In the event that the Third Party is a funding provider (the “Funder”), Finpoint requires the Funder to notify us of any financing transaction as soon as is reasonably practicable but no later that 14 days after the execution of the agreement relating to the financing transaction. A failure to notify Finpoint in such circumstances will be deemed a material breach of these Terms of Use.

    Finpoint will be entitled to invoice Third Parties for the Transaction Fee or any commission receivable following the completion of the Financing Transaction (plus VAT at the applicable rate) immediately upon being advised or otherwise becoming aware of the completion of the Financing Transaction which will be payable within 14 days of the invoice being sent. If payment has not been received within 14 days of the invoice being sent, interest shall accrue on the unpaid amount from the due to the actual date of payment (after as well as before judgment); interest shall be calculated on the basis of a year of 365 days and for the actual number of days elapsed, shall accrue from day-to-day, and shall be compounded quarterly. The interest rate shall be two per cent (2%) above the base rate of Metro Bank, as amended from time to time.

    Limitation of Liability
    If we believe that there is a violation of the Terms of Use, the Data Protection Policy, or any of our other policies that can simply be remedied by an Authorised User’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Authorised User to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if an Authorised User does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.

    Save as precluded by law, Finpoint will not under any circumstances be liable to you or any person for any loss or damage, whether directly or indirectly arising, or for any indirect, consequential or special loss or damage arising out of, or in connection with, the Services or otherwise, regardless of the type of claim, whether in contract, tort (including negligence), misrepresentation, strict liability, under an indemnity or other legal or equitable theory, whether or not foreseeable, and regardless of the cause of such losses. Nothing in this clause will exclude or limit our liability to you that is caused by negligence, fraud or wilful default.

    Indemnity
    Every Authorised User will indemnify Finpoint against all claims, demands, actions, proceedings and all losses in relation to any breach or alleged breach of any of the Authorised User’s obligations under these Terms of Use.

    Survival
    The sections titled “Our relationship with you”, “Limitation of Liability” and “Survival” will survive any termination or expiration of the User Terms.

    Notices
    Notices given under these Terms of Use will be in writing and can be validly served by email. We will send all notices, information and other correspondence to you at the email address set out in your Account. In the event any notice, information or other correspondence is sent to you via letter, such letter will be sent to the postal address set out in your Account, or such postal address as you may later designate, and will be deemed to be delivered on the second business day after posting.

    Notices sent to us should be sent to support@finpoint.co.uk.

    Severability
    The Terms of Use will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms of Use is or becomes illegal, invalid or unenforceable, in any respect:
  • it shall not affect or impair the legality, validity or enforceability of any other provision of these Terms of Use; and
  • the illegal, invalid, or unenforceable provision will be replaced by Finpoint with a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable provision but differing from the replaced provision as little as possible.

    If any provision of the Terms of Use is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms of Use will remain in effect.

    Assignment
    You may not assign any of your rights or delegate your obligations under these Terms of Use, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

    Third Parties
    A person who is not a party to these Terms of Use cannot enforce or enjoy the benefit of any of the Terms of Use under the Contracts (Rights of Third Parties) Act 1999.

    Governing Law and Jurisdiction
    These Terms of Use and all contractual and non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with the law of England and Wales.

    The exclusive jurisdiction of the courts of England and Wales cover any dispute or claim arising out of or in connection with these Terms of Use.

    Definitions and Interpretations
    “Finpoint” - Finpoint Limited, a company registered in England and Wales with Companies House number 08846630.

    “Account” - An account consists of details such as email address, phone number, password, domain and/or similar details. Accounts are used by Finpoint to manage Authorised Users and their access to Finpoint Services and/or Website(s).

    “Authorised User” - The individual that - on behalf of the legal entity they represent on the Platform - accesses and uses our Services to control their instance of such Services (their “Data Room”) and any associated Customer Data.

    "Basis point" means one hundredth of one percentage point.

    “Customer Data” - Any messages, files or other content shared through Finpoint Services and/or Accounts

    "Data Room” - The way Authorised Users access and use our Services and control their instance of such Services (e.g. to collaborate with other Authorised Users), along with any associated Customer Data.

    "Financing Transaction" means any financing agreement arranged between two Authorised Users on behalf of the legal entity they represent on the Platform.

    "Financing Volume" means in respect of a Financing Transaction: (i) for Financing: the principal amount of Financing committed whether or not drawn down; (ii) for receivables financings: the maximum amount of receivables which the Funder has agreed to finance at any one time; (iii) for leases: the value of the assets subject to the lease; and (iv) for a commodity backed Murabaha transaction: the total facility limit.

    “Funder" means a person registered on the Platform with a view to providing financing;

    "Intellectual Property Rights" means: (a) patents, utility models, supplementary protection certificates, rights in trade secrets and other confidential or undisclosed information (such as inventions (whether patentable or not) or know-how) registered designs, rights in copyright, database rights, design rights, trademarks and service marks; (b) all rights in the nature of any of the items referred to in paragraph (a) including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set out elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction.

    “Other Information” - Please see a detailed description of what we mean in the section titled “Why we need your data and what we do with it”.

    "Personal Data" - Personal data means data relating to a natural person, registered on its own or as part of a company, financial institution or service provider for use in connection with a Data Room or other legitimate Finpoint business activities. Under certain circumstances, this can be the personal data of the respective authorised representative(s) of such companies, financial institutions or service providers.

    “Platform” - the transactional online platform that gives Authorised Users access to a Data Room and that allows Authorised Users to connect with each other.

    “Sensitive Personal Data” - Personal data relating to a natural person, such as information on his or her background, qualifications and experience.

    “Services" - Finpoint’s platform, telephone support, our associated mobile and desktop tools we offer to Authorised Users.

    "Third Party Data” - Please see a detailed description of what we mean in paragraph 7 of the section titled "Why we need your data and what we do with it”.

    “Third Party Services” - any service or business which we may refer Authorised Users to, with their consent, irrespective of whether the service is integrated into the Finpoint platform or not.

    "Transaction Fee" means the fee payable to Finpoint according to clause 10.1 in respect of any Financing Transaction.

    "Website(s)" - Finpoint.co.uk and such other websites where Finpoint is the operator.
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    162-168 Regent Street
    London, W1B 5TD
    United Kingdom

    This website is operated by Finpoint Limited on behalf of National Federation of Self Employed & Small Businesses Limited. Finpoint is a Credit Broker sourcing from the whole of the market, not a Lender. Authorised and Regulated by the Financial Conduct Authority (FCA) under reference number (FRN) 727163. If you feel you may have a complaint, please visit www.finpoint.co.uk/FAQs and read the post: ‘What if I have a complaint?

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